DEMAND SCIENCE US, LLC

DATA PROTECTION AGREEMENT

Created: October 14, 2022

Revised: July 27, 2026

This Data Protection Agreement ("DPA") is between [Insert Company Name], a [Insert State] corporation, located at [Insert Address] (“Customer”) and Demand Science US, LLC with a registered office at 230 Independence Way STE 1 #1030, Danvers, MA 01923 (“Demand Science”). This DPA is effective as of [Insert Date] (“Effective Date”).

Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Customer Affiliates, if and to the extent Demand Science processes Customer Personal Data for which such Customer Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Customer Affiliates.

The terms used in this DPA shall have the meanings set forth in this DPA. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an amendment to the Agreement. Except where the context requires otherwise, references in this DPA to the Agreement are to the Agreement as amended by, and including, this DPA.

1.Definitions

1.1In this DPA, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

1.1.1“Agreement” is an agreed written or electronic document that sets the framework terms under which Demand Science will supply Demand Science Products and/or Demand Science Services to Customer and Customer will receive them;

1.1.2“Customer” means the individual or organization that buys products and services from Demand Science using an order form or online subscription service, subject to the Agreement;

1.1.3"Customer Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

1.1.4“Customer Group Member” means Customer or any Customer Affiliate;

1.1.5"Customer Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of a Customer pursuant to or in connection with the Agreement;

1.1.6"Contracted Processor" means Demand Science or a Subprocessor;

1.1.7“Data Protection Laws” means all applicable date protection laws and regulations, including the EU GDPR (“GDPR”), UK GDPR, CCPA, PIPEDA and any implementing regulation thereof of any jurisdiction, and any applicable data privacy law of the United States or any US state, Canada, or any other relevant jurisdiction;

1.1.8“EU” means the European Union;

1.1.9“"GDPR" means EU General Data Protection Regulation 2016/679;

1.1.10"Restricted Transfer" means:

1.1.10.1a transfer of Personal Data from Demand Science’s Provider Contact Information, processed by Demand Science as a Processor, to the Customer;

1.1.10.2a transfer of Personal Data from Demand Science’s Provider Contact Information, where Demand Science is the Controller, to Customer as an independent Controller;

1.1.10.3a transfer of Personal Data from Customer to Demand Science, or Demand Science to Customer as a Contracted Processor; or

1.1.10.4an onward transfer of Personal Data between Demand Science and a Subprocessor, or between two establishments of a Contracted Processor,

in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under Section 7.4.3, or Section 13 below.

For the avoidance of doubt, where a transfer of Personal Data is of a type authorized by Data Protection Laws in the exporting country, for example in the case of transfers where the Contracted Processor is located in a non-EU jurisdiction that is approved by the European Commission as ensuring an adequate level or protection; or any transfer which falls within a permitted derogation as the basis for such transfer; or the Standard Contractual Clauses to be established between Demand Science and any Subprocessor under Section 7.4.3, or Section 13 below, such transfer shall not be a Restricted Transfer;

1.1.11“Standard Contractual Clauses” means the contractual clauses set out in Annex 1, amended as indicated (in square brackets and italics) in that Annex and under Section 14.4;

1.1.12"Subprocessor" means any person (including any third party and any Demand Science Affiliate, but excluding an employee of Demand Science or any of its sub-contractors) appointed by or on behalf of Demand Science or any Demand Science Affiliate to Process Personal Data on behalf of any Customer in connection with the Agreement;

1.1.13"Demand Science Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Demand Science, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

1.1.14"CCPA" means the California Consumer Privacy Act, Cal. Civ. Code §1798.100 et seq., and its implementing regulations; and

1.1.15“UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses set out in Annex 5.

1.2The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2.Roles of the Parties

The Parties’ roles with respect to Personal Data are set forth below.

a. Demand Science has in its possession prior to this DPA certain databases and other lists of contact information for various persons and companies that it has acquired or developed (collectively, “Provider Contact Information”).  Demand Science will continue to process the Provider Contact Information Personal Data as a Controller. To the extent Customer receives Provider Contact Information from Demand Science pursuant to the Agreement, Customer does so as an independent Controller.

b. The Parties agree that, with respect to Personal Data provided as a result of services performed for Customer by Demand Science, Customer is the Controller and Demand Science is a Processor.

Further, it is understood that when a Party determines the purposes of any Personal Data and the means of processing it, that Party is acting as a Controller.

3.Authority

Demand Science warrants and represents that, before any Demand Science Affiliate processes any Customer Personal Data on behalf of any Customer Group Member, Demand Science’s entry into this DPA as agent for and on behalf of that Demand Science Affiliate will have been duly and effectively authorized (or subsequently ratified) by that Demand Science Affiliate.

4.Processing of Customer Personal Data

4.1Demand Science and each Demand Science Affiliate shall:

4.1.1comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and

4.1.2not Process Customer Personal Data other than on the relevant Customer’s documented instructions unless Processing is required by applicable Data Protection Laws to which the relevant Contracted Processor is subject, in which case Demand Science or the relevant Demand Science Affiliate shall to the extent permitted by applicable Data Protection Laws inform the relevant Customer of that legal requirement before the relevant Processing of that Personal Data.

4.2Each Customer Group Member shall:

4.2.1instruct Demand Science and each Demand Science Affiliate (and authorizes Demand Science and each Demand Science Affiliate to instruct each Subprocessor) to Process Customer Personal Data as reasonably necessary for the provision of the Services and consistent with the Agreement; and

4.2.2warrant and represents that it is and will at all relevant times remain duly and effectively authorized to give the instruction set out in Section 4.2.1 on behalf of each relevant Customer Affiliate.

4.3Annex 2 to this DPA sets out certain information regarding the Contracted Processors' Processing of the Customer Personal Data as required by Article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Customer may make reasonable amendments to Annex 2 by advance, written notice to Demand Science from time to time as Customer reasonably considers necessary to meet those requirements. Nothing in Annex 2 (including as amended pursuant to this Section 4.3) confers any right or imposes any obligation on any party to this DPA.

5.Demand Science and Demand Science Affiliate Personnel

Demand Science and each Demand Science Affiliate shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with applicable Data Protection Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

6.Security

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Demand Science and each Demand Science Affiliate shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

7.Subprocessing

7.1Customer authorizes Demand Science and each Demand Science Affiliate to appoint (and permit each Subprocessor appointed in accordance with this Section 7 to appoint) Subprocessors in accordance with this Section 7 and any restrictions in the Agreement.

7.2Demand Science and each Demand Science Affiliate may continue to use those Subprocessors already engaged by Demand Science or any Demand Science Affiliate as at the date of this DPA, subject to Demand Science and each Demand Science Affiliate in each case as soon as practicable meeting the obligations set out in Section 7.4.

7.3Demand Science shall give Customer prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within thirty (30) days of receipt of that notice, Customer notifies Demand Science in writing of any objections (on reasonable grounds) to the proposed appointment:

7.3.1Demand Science shall work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; and

7.3.2where such a change cannot be made within ninety (90) days from Demand Science's receipt of Customer's notice, notwithstanding anything in the Agreement, Customer may by written notice to Demand Science with immediate effect terminate the Agreement to the extent that it relates to the Services which require the use of the proposed Subprocessor.

7.4 With respect to each Subprocessor, Demand Science or the relevant Demand Science Affiliate shall:

7.4.1before the Subprocessor first Processes Customer Personal Data (or, where relevant, in accordance with Section 7.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Customer Personal Data required by the Agreement;

7.4.2ensure that the arrangement between on the one hand (a) Demand Science, or (b) the relevant Demand Science Affiliate, or (c) the relevant intermediate Subprocessor; and on the other hand, the Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Customer Personal Data as those set out in this DPA and meet the requirements of Article 28(3) of the GDPR;

7.4.3if that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses are at all relevant times incorporated into the agreement between on the one hand (a) Demand Science, or (b) the relevant Demand Science Affiliate, or (c) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, or before the Subprocessor first processes Customer Personal Data procure that it enters into an agreement incorporating the Standard Contractual Clauses with the relevant Customer(s) (and Customer shall procure that each Customer Affiliate party to any such Standard Contractual Clauses co-operates with their population and execution); and

7.4.4provide to Customer for review such copies of the Contracted Processors' agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this DPA) as Customer may request from time to time.

7.5Demand Science and each Demand Science Affiliate shall ensure that each Subprocessor performs the obligations herein, as they apply to Processing of Customer Personal Data carried out by that Subprocessor, as if it were party to this DPA in place of Demand Science.

7.6The current list of Subprocessors that Demand Science engages for the Services is provided at Annex 4.

8.Data Subject Rights

8.1Taking into account the nature of the Processing, Demand Science and each Demand Science Affiliate shall assist each Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customers' obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

8.2Demand Science shall:

8.2.1promptly notify Customer if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and

8.2.2ensure that the Contracted Processor does not respond to that request except on the documented instructions of Customer or the relevant Customer Affiliate or as required by applicable Data Protection Laws to which the Contracted Processor is subject, in which case Demand Science shall to the extent permitted by applicable Data Protection Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.

9.Personal Data Breach

9.1Demand Science shall notify Customer without undue delay upon Demand Science or any Subprocessor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow each Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Such notification shall as a minimum;

9.1.1describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;

9.1.2communicate the name and contact details of Demand Science's data protection officer or other relevant contact from whom more information may be obtained;

9.1.3describe the likely consequences of the Personal Data Breach; and

9.1.4describe the measures taken or proposed to be taken to address the Personal Data Breach.

9.2Demand Science shall co-operate with Customer and each Subprocessor and take such reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

10.Data Protection Impact Assessment and Prior Consultation

Demand Science and each Demand Science Affiliate shall provide reasonable assistance to each Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required of any Customer by Article 35 or Article 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

11.Deletion or return of Customer Personal Data

11.1Subject to Sections 11.2 and 11.3, Demand Science and each Demand Science Affiliate shall promptly and in any event within thirty (30) days of the date of cessation of any Agreement involving the processing of Customer Personal Data (the "Cessation Date"), delete, and procure the deletion of all copies of Customer Personal Data. (Delete; meaning to remove or obliterate all Customer Personal Data such that it cannot be recovered or reconstructed.) Nothing herein shall restrict Demand Science’s ability to retain metadata and aggregate data beyond the Term of the Agreement provided that such metadata or aggregate data contains no Customer Personal Data.

11.2Subject to Section 11.3, Customer may in its absolute discretion by written notice to Demand Science within thirty (30) days of the Cessation Date require Demand Science and each Demand Science Affiliate to (a) return a complete copy of all Customer Personal Data to Customer by secure file transfer in such format as is reasonably notified by Customer to Demand Science; and (b) delete and procure the deletion of all other copies of Customer Personal Data Processed by any Contracted Processor. Demand Science and each Demand Science Affiliate shall comply with any such written request within sixty (60) days of the Cessation Date.

11.3Each Contracted Processor may retain Customer Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by applicable Data Protection Laws and always provided that Demand Science and each Demand Science Affiliate shall ensure the confidentiality of all such Customer Personal Data and shall ensure that such Customer Personal Data is only Processed as necessary for the purpose(s) specified in the applicable Data Protection Laws requiring its storage and for no other purpose.

11.4Demand Science shall provide written certification to Customer that it and each Demand Science Affiliate has fully complied with this Section 11 within ninety (90) days of the Cessation Date.

12.Audit rights

12.1Subject to Sections 12.2 to 12.3, Demand Science and each Demand Science Affiliate shall make available to each Customer on request all information necessary to demonstrate compliance with this DPA. Demand Science and Customer agree that such demonstration of compliance by Demand Science and each Demand Science Affiliate is the preferred mechanism for meeting the requirements of Article 28(3)(h) of the GDPR. To the extent that Customer is not satisfied with such demonstration of compliance, Demand Science and each Demand Science Affiliate may allow for and contribute to audits, including inspections of Demand Science, by any Customer or an auditor mandated by any Customer in relation to the processing of the Customer personal data by the contracted Processors.

12.2Information and audit rights of the Customers only arise under Section 12.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, Article 28(3)(h) of the GDPR).

12.3Customer or the relevant Customer Affiliate undertaking an audit shall give Demand Science reasonable notice of any audit or inspection to be conducted under Section 12.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to the Contracted Processors' premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:

12.3.1to any individual unless he or she produces reasonable evidence of identity and authority;

12.3.2outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Customer or the relevant Customer Affiliate undertaking an audit has given notice to Demand Science or the relevant Demand Science Affiliate that this is the case before attendance outside those hours begins; or

12.3.3for the purposes of more than one audit or inspection, in respect of each Contracted Processor, in any calendar year, except for any additional audits or inspections which:

12.3.3.1Customer or the relevant Customer Affiliate undertaking an audit reasonably considers necessary because of genuine concerns as to Demand Science's or the relevant Demand Science Affiliate’s compliance with this DPA; or

12.3.3.2Customer is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory,

where Customer or the relevant Customer Affiliate undertaking an audit has identified its concerns or the relevant requirement or request in its notice to Demand Science or the relevant Demand Science Affiliate of the audit or inspection.

13.Restricted Transfers

13.1This Section 13 applies only to the extent that the parties have not previously entered into a set of Standard Contractual Clauses.

13.2Subject to Section 13.4, Demand Science (as "data exporter") and each Contracted Processor and Controller, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Customer to that Contracted Processor.

13.3The Standard Contractual Clauses shall come into effect under Section 13.1 on the later of:

13.3.1the data exporter becoming a party to them;

13.3.2the data importer becoming a party to them; and

13.3.3commencement of the relevant Restricted Transfer.

13.4Section 13.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.

13.5Demand Science warrants and represents that before the commencement of any Restricted Transfer to a Subprocessor which is not a Demand Science Affiliate, that Demand Science and the Subprocessor have entered into the Standard Contractual Clauses as per Section 13.1, and as may be amended as per Section 14.4.1 below.

14.General Terms

Governing law and jurisdiction

14.1Without prejudice to clauses 18 (Choice of Forum and Jurisdiction) and 17 (Governing Law) of the Standard Contractual Clauses:

14.1.1the parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity; and

14.1.2this DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.

Order of precedence

14.2Nothing in this DPA reduces Demand Science's or any Demand Science Affiliate’s obligations under the Agreement in relation to the protection of Personal Data or permits Demand Science or any Demand Science Affiliate to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Agreement. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

14.3Subject to Section 14.2, with regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail.

Changes in Data Protection Laws, etc.

14.4Customer may:

14.4.1by at least 30 (thirty) calendar days written notice to Demand Science from time to time make any variations to the Standard Contractual Clauses (including any Standard Contractual Clauses entered into under Section 13.1), as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law; and

14.4.2propose any other variations to this DPA which Customer reasonably considers to be necessary to address the requirements of any Data Protection Law.

14.5If Customer gives notice under Section 14.4.1:

14.5.1Demand Science and each Demand Science Affiliate shall promptly co-operate (and ensure that any affected Subprocessors promptly co-operate) to ensure that equivalent variations are made to any agreement put in place under Section 7.4.3; and

14.5.2Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Demand Science to protect the Contracted Processors against additional risks associated with the variations made under Section 14.4.1.

14.6If Customer gives notice under Section 14.4.2, the parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer's notice as soon as is reasonably practicable.

14.7Neither Customer nor Demand Science shall require the consent or approval of any Customer Affiliate or Demand Science Affiliate to amend this DPA pursuant to Section 14.4 or otherwise.

Severance

14.8Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

IN WITNESS WHEREOF, this DPA is entered into and becomes a binding part of the Agreement with effect from the date first set out above.

[Customer]

Signature ______________________________

Name _________________________________

Title __________________________________

Date Signed ____________________________

Demand Science US, LLC

Signature ______________________________

Name

Title

Date Signed ____________________________

ANNEX 1: STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

Clause 2

Effect and invariability of the Clauses

Clause 3

Third-party beneficiaries

Clause 4

Interpretation

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking clause

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

MODULE ONE: Transfer controller to controller

8.1   Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:

8.2   Transparency

8.3   Accuracy and data minimisation

8.4   Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation (²⁾ of the data and all back-ups at the end of the retention period.

8.5   Security of processing

8.6   Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

8.7   Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union (³⁾ (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.8   Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

8.9   Documentation and compliance

MODULE TWO: Transfer controller to processor

8.1   Instructions

8.2   Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3   Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex 3 and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4   Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5   Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6   Security of processing

8.7   Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8   Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (⁴⁾ (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9   Documentation and compliance

MODULE THREE: Transfer processor to processor

8.1   Instructions

8.2   Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3   Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4   Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.

8.5   Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6   Security of processing

8.7   Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.

8.8   Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (⁶⁾ (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9   Documentation and compliance

MODULE FOUR: Transfer processor to controller

8.1   Instructions

8.2   Security of processing

8.3   Documentation and compliance

Clause 9

Use of sub-processors

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Clause 10

Data subject rights

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

Clause 11

Redress

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Clause 12

Liability

MODULE ONE: Transfer controller to controller

MODULE FOUR: Transfer processor to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Clause 13

Supervision

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

Clause 15

Obligations of the data importer in case of access by public authorities

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

15.1   Notification

15.2   Review of legality and data minimisation

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

Clause 17

Governing law

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

[OPTION 1: These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Republic of Ireland.]

[OPTION 2 (for Modules Two and Three): These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Republic of Ireland.]

MODULE FOUR: Transfer processor to controller

These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Republic of Ireland.

Clause 18

Choice of forum and jurisdiction

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller

(¹⁾  Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

(²⁾  This requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone, in line with recital 26 of Regulation (EU) 2016/679, and that this process is irreversible.

(³⁾  The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

(⁴⁾  The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

(⁵⁾  See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation (EU) 2018/1725.

(⁶⁾  The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purposes of these Clauses.

(⁷⁾  This includes whether the transfer and further processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences.

(⁸⁾  This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

(⁹⁾  This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

(¹⁰⁾  That period may be extended by a maximum of two more months, to the extent necessary taking into account the complexity and number of requests. The data importer shall duly and promptly inform the data subject of any such extension.

(¹¹⁾  The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.

(¹²⁾  As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

APPENDIX

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

ANNEX I

A.   LIST OF PARTIES

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller

Data importer(s): [Identity and contact details of the data importer(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Data exporter(s): [Identity and contact details of the data exporter(s), including any contact person with responsibility for data protection]

B.   DESCRIPTION OF TRANSFER

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller

Categories of data subjects whose personal data is transferred

Prospects, Customers

Categories of personal data transferred

Business Contact Information: First Name, Last Name, Business Email, Business Postal Address, Business Phone, Company Job Title, etc.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

N/A

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Continuous basis during provision of the service

Nature of the processing

Targeting of prospects to bring awareness of Customer and it’s White Paper (or other related assets) to allow leads to be provided to Customer for them to market to them

Purpose(s) of the data transfer and further processing

Marketing by the Controller

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Demand Science retains Business Contact Information for as long as it’s accurate

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

…

C.   COMPETENT SUPERVISORY AUTHORITY

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Identify the competent supervisory authority/ies in accordance with Clause 13

ANNEX 2: DETAILS OF PROCESSING OF CUSTOMER PERSONAL DATA

This Annex 2 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Customer Personal Data

The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement and this DPA.

The nature and purpose of the Processing of Customer Personal Data

Demand Science will process personal data as necessary to provide the Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Customer in its use of the Services.

The types of Customer Personal Data to be Processed

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

Customer will not provide PII to Demand Science to provide the service. Demand Science will process its own Business Contact Information following the instructions of the Controller, which includes, but not limited to:

•First Name

•Last Name

•Business email

•Business Phone

•Business address

•Company Job Title

•VID Tags: Unique visitor identifiers (e.g., gsci, gscv, gscs) or local storage identifiers assigned to devices for personalization, reporting, and site analytics.

The categories of Data Subject to whom the Customer Personal Data relates

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

•Prospects

•Customers

The obligations and rights of Customer and Customer Affiliates

The obligations and rights of Customer and Customer Affiliates are set out in the Agreement and this DPA.

ANNEX 3 Description of the TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA implemented by DEMAND SCIENCE in accordance with GDPR

MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller

Technical and organizational controls and tools undergo technological advancement. Therefore, Demand Science is permitted to deploy adequate alternative measures. Such measures will meet or exceed the level of security required for the specified measures. Significant changes must be documented and reported to the Customer via the Article 30 Report.

A.        People, Awareness and HR:

•All recruitments follow a screening process and background check policy.

•In each contract each employee has Non-Disclosure Agreements clauses.

•Awareness training (including a test) is a yearly obligation for all employees and is to be performed through a dedicated e-learning module.

•IT Acceptable Use policy or local version, are shared with all employees.

•Global Information Security policy statement signed by the Management is shared with all employees.

•Regular awareness trainings on GDPR for all employees.

•Access to systems is provided on a ‘need to have basis taken into account segregation of duties.

•Regular internal security audits are conducted to verify the security practices.

•Dedicated Global Security and Compliance Team

•Title VII and Sexual Harassment Training.

B.        Physical Security and paper records:

•Access control and visitor management systems implemented for all visitors/guests.

•Physical access reviews as per defined periodicity.

•Clean desk, clear screen and follow me printing, process implemented.

•Information, which includes paper documents, handled by the data importer is classified, labelled and protected.

•Except with prior specific authorization, laptops and desktops are not taken off the site.

•CCTV surveillance to protect restricted areas.

•Fire alarm and fire-fighting systems implemented for employee safety.

•Fire evacuations drills are conducted at specified frequencies.

C.        Remote end user device is protected:

•Encryption of the hard disk on company assigned laptops.

•2 Factors Authentication (PKI / Alternative);

•Centrally managed and anti-virus protection.

•Management and monitoring of the software to control an authorized software installation.

•Vendor supplied updates are installed.

•Login ID and password controls are implemented to access information.

•Periodic access review is implemented.

•E-mails are automatically scanned by anti-virus and anti-spam software.

D.        Generic security measures:

•Termination of access connection in Demilitarized Zone.

•All connectivity is encrypted.

•Multiple layers of firewalls & intrusion detection need to be passed.

•Access managed according to Role Based Access Control principles.

•The environment will be protected from common threats using industry standard approaches including:

•Web application firewalls

•Intrusion detection and prevention systems

•Infrastructure vulnerability scanning

•Annual penetration testing

•Web application vulnerability scanning

•To reduce the risk of data loss, regular backups will be made.

•Data processing systems will be appropriately maintained and updated.

•The following security measures are implemented as part of the availability controls (not exclusively):

•Backup procedures

•Multi-site architecture

•Redundancy of critical systems

E.        Access control to Personal Data

•Obligation for employees to comply with the applicable security policies and data protection policies.

•Work instructions on handling private data.

•User (password) codes for access to Private Data.

•Differentiated access regulations (e. g. partial blocking).

•Access Logging and control.

•Controlled destruction of data media.

•Procedures for Checking compliance with procedures and work instructions are in place.

•Formalized Control frameworks to take care that not a single person can access, modify or use critical information assets without authorization or detection;

F.        Security and confidentiality of personal data

•The encryption of Personal Data;

•The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services.

•The ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident.

•A process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

•Ensure a logical separation between its own data, the data of its customers and suppliers

•Setup a process to keep processed data accurate, reliable and up to date.

•Process registers according GDPR requirements

•Access log systems’ use with relevant for the purposes of being able to detect unauthorized access attempts

•Customer Data (including back-ups and archives) will only be stores for as long as it serves the purposes for which the data was collected unless there is a legal or contractual obligation to retain the data for a longer period of time.

•Data storage devices that are used to store personal data and are no longer needed or defective shall be disposed of in such a way that prevents Customer data from being exposed to unauthorized individuals.

•Input, changes, and erasures of personal data are logged and regularly examined in terms of illegitimate data processing.

•Access logs will contain a record of every successful/unsuccessful attempt to logon that was initiated by the user or the system.

•All activities relevant to the security of the system that are performed using administrator rights will be logged.

•The log data will be stored in a manner that prevents tampering, makes them quickly available and complies with legal requirements. Only authorized users are permitted to access log data. Upon request, the log data must be made available to the Controller.

•All privileged access will be logged and reviewed regularly.

G.        Organization control

•Internal data processing policies and procedures, guidelines, work instructions, process descriptions and regulations for programming, testing and release, insofar as they relate to the Personal Data transferred by the Controller.

•Access management, asset management, data encryption, data sharing, firewall management, infosec mobile device, password, privacy vulnerability and patch management, secure asset disposal and other policies have been approved by management and are practiced and audited.

•Implementing a Data Protection control framework that is audited on compliance on a yearly basis.

•Having an emergency plan with procedures and allocation of responsibilities in place (BCDR and Incident Response Plans).

•The efficiency of implemented measures will be regularly monitored and audited. Internal audit will be conducted quarterly to identify any weaknesses or vulnerabilities in the system.

•Demand Science will establish an industry accepted approach to analyze, identify, and respond to identified risks through continuous monitoring and process improvement.

H. General Data Protection Controls

Demand Science will implement, or be responsible for its subprocessors implementation of, measures designed to:

•deny unauthorized person’s access to data-processing equipment used for processing Personal Data (equipment access control);

•prevent the unauthorized reading, copying, modification or removal of data media containing Personal Data (media control);

•prevent unauthorized inspection, modification or deletion of stored Personal Data (storage control);

•prevent the use of automated data-processing systems by unauthorized persons using data communication equipment used to process Personal Data (user control);

•limit access to Personal Data by persons authorized to use an automated data-processing system to the scope and duration of their access authorization (data access control);

•enable verification of the individuals to whom Personal Data has been transmitted or made available using data communication equipment (communication control);

•enable verification of which individuals input Personal Data into automated data-processing systems and when (input control);

•prevent the unauthorized reading, copying, modification or deletion of Personal Data during transfers of that data or during transportation of data media (transport control);

•enable restoration of installed systems used to process Personal Data in case of interruption (recovery);

•ensure that the functions of the system used to process Personal Data perform, that the appearance of faults in the functions is reported (reliability) and prevent stored Personal Data from corruption by means of a malfunctioning of the system (integrity).

•In accordance with the Agreement; Customer data will be deleted upon termination of the Agreement.

•Customer/Controller is responsible for deletion of data subject data in accordance with member state requirements for data retention.

•Data no longer in use for the original purpose they were collected for will be securely deleted on time, e.g. if a legal regulation exists that forces erasure and/or the duty of retention is not applicable.

•All decommissioned magnetic storage devices are degaussed and physically destroyed in accordance with industry-standard practices.

•If applicable, conduct a UK Transfer Risk Assessment and/or EU Transfer Impact Assessment

ANNEX 4 – List of Sub-processors

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller

EXPLANATORY NOTE:

This Annex must be completed for Modules Two and Three, in case of the specific authorisation of sub-processors (Clause 9(a), Option 1).

The controller has authorised the use of the following sub-processors:

ANNEX 5 – UK ADDENDUM

Standard Data Protection Clauses to be issued by the Commissioner under S119A(1) Data Protection Act 2018

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

VERSION B1.0, in force 21 March 2022

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

Table 1: Parties

Table 2: Selected SCCs, Modules and Selected Clauses

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Table 4: Ending this Addendum when the Approved Addendum Changes

Part 2: Mandatory Clauses

Entering into this Addendum

1.Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

2.Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

3.Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

4.This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

5.If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6.If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

7.If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8.Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

9.Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section ‎10 will prevail.

10.Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

11.Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

12.This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

a.together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

b.Sections ‎9 to ‎11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

c.this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

13.Unless the Parties have agreed alternative amendments which meet the requirements of Section ‎12, the provisions of Section ‎15 will apply.

14.No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎12 may be made.

15.The following amendments to the Addendum EU SCCs (for the purpose of Section ‎12) are made:

a.References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;

b.In Clause 2, delete the words:

“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;

c.Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

d.Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

e.Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

f.References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

g.References to Regulation (EU) 2018/1725 are removed;

h.References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

i.The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

j.Clause 13(a) and Part C of Annex I are not used;

k.The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

l.In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

m.Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

n.Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

o.The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

16.The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

17.If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

18.From time to time, the ICO may issue a revised Approved Addendum which:

a.makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or

b.reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

19.If the ICO issues a revised Approved Addendum under Section ‎18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

aits direct costs of performing its obligations under the Addendum; and/or

bits risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

20.The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

Alternative Part 2 Mandatory Clauses: