PRIVACY AND INFORMATION SECURITY ADDENDUM

Updated 2/20/2025

This Privacy and Information Security Addendum (this “Addendum”) is made a part of the Master Vendor Services Agreement to which it is attached (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Trinity and Service Provider represent and agree that Personal Information may be transferred from one party to the other in specific situations in connection with the Services to be provided herein, including:

• where Trinity determines it to be necessary in connection with the provision and receipt of the Services, Trinity may transfer to Service Provider certain Personal Information, for which Trinity will act as the “Data Controller” and Service Provider will act as Trinity’s “Data Processor”; and
• where explicitly agreed in writing, Service Provider may transfer to Trinity the particular Personal Information so specified therein, for which each party will act as a separate “Data Controller” with respect to its own use of the Personal Information.

This Addendum sets forth the terms applicable to Trinity’s and Service Provider’s respective obligations regarding the treatment of such Personal Information as well as any other Trinity Data that is shared with Service Provider. Trinity and Service Provider will each comply with this Addendum during the Term and at all times thereafter. In the event of a conflict between this Addendum and the Agreement, the terms and definitions of this Addendum will control and govern with respect to privacy and information security matters.

1. Definitions.

Unless otherwise defined in this Addendum, defined terms will have the same meaning as provided in the Agreement. In this Addendum, the following words and expressions have the following meaning:

“Data Controller” means the entity which determines the purposes and means of the Processing of Personal Information.

“Data Processor” means the entity which Processes Personal Information on behalf of the Data Controller.

“Data Subject” means the individual to whom Personal Information relates.

“Information Protection Laws” means all applicable federal, national, state, provincial, local or foreign laws or rules, regulations, directives, orders, treaties, or requirements issued by any Supervisory Authority (in each case, currently in effect, as they become effective, and as amended) that relate to the privacy, confidentiality, retention, or security of Personal Information and apply to Trinity or Service Provider or the Processing of Trinity Data. Information Protection Laws may include, without limitation, the following: the European Union’s General Data Protection Regulation (“GDPR”); the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; the United Kingdom Data Protection Act 2018; the Health Insurance Portability and Accountability Act (“HIPAA”); the Japanese Personal Information Protection Act (“JPIPA”); the California Consumer Protection Act (“CCPA”); and the Telephone Consumer Protection Act (“TCPA”).

“Personal Information” means any information (a) which alone or in combination with other information identifies, or can reasonably be used to identify, a living individual or (b) that Information Protection Laws otherwise treat as “personal information” (or equivalent term, including without limitation, “personal data,” “personally identifiable information,” and “nonpublic personal information”), including, without limitation, a person’s name, address, telephone number, fax number, e-mail address, social security number or other government-issued identifier, credit card information, biometric identifiers, face or other personal images, health information, and insurance information.

“Process” (and its conjugates, including “Processed” or “Processing”) means any operation or set of operations which is performed upon information (including Personal Information), whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, disclosure or otherwise making available, duplication, transmission, combination, blocking, redaction, erasure, or destruction.

“Service Provider Parties” means Service Provider, its employees, agents and any Sub-Processors.

“Standard Contractual Clauses” means (i) the standard contractual clauses for the transfer of personal data to entities established in third countries as set out in Commission Decision C/2021/3972, with selections for Module One (Transfer Controller to Controller) and Module Two (Transfer Controller to Processor) set forth in Attachment 1 attached hereto, together with all annexes and the UK Addendum attached thereto, each as applicable and as updated, amended, replaced or superseded from time to time by the European Commission or Information Commissioner of the United Kingdom, or (ii) any other contractual clauses or other mechanism approved by a Supervisory Authority or by Information Protection Laws for use in respect of a restricted transfer, as updated, amended, replaced or superseded from time to time by such Supervisory Authority or Information Protection Laws.

“Sub-Processor” means any Data Processor engaged by Service Provider, including subcontractor(s).

“Supervisory Authority” means any competent regulatory authority including data protection authorities and law enforcement agencies.

“Trinity Data” means any Trinity Personal Information, Trinity Confidential Information, or other information provided by Trinity to Service Provider or otherwise collected, accessed, or Processed by a Service Provider or any Service Provider Parties on Trinity’s behalf in connection with the Services performed under the Agreement. “Trinity Data” includes any such information that Trinity possesses on behalf of its customers or other third parties.

“Trinity Personal Information” means any Personal Information provided by Trinity to Service Provider or otherwise collected, accessed, or Processed by a Service Provider or any Service Provider Parties on Trinity’s behalf in connection with the Services performed under the Agreement, including Personal Information uploaded to or created on a platform provided by Service Provider or accessed by Service Provider on Trinity’s or third party’s systems. Trinity Personal Information includes (without limitation and as applicable) Personal Information collected from or about consumers, patients, caregivers, Trinity employees, physicians, and other business-to-business customers (collectively, “Individuals”).

2. Transfers to Service Provider.

The following provisions apply to the extent that Service Provider receives, or otherwise has access to, any Trinity Personal Information or any other Trinity Data.

1. Service Provider Parties will comply with all applicable Information Protection Laws.
2. The Parties agree that in the event that Service Provider is required in the course of fulfilling its obligations under this Agreement, to create, receive, maintain, transmit or otherwise Process Protected Health Information (as that term is defined in Title II, Subtitle F of HIPAA) on behalf of Trinity, then Service Provider will enter into a Business Associate Agreement with Trinity prior to collecting or otherwise Processing any such Protected Health Information. Furthermore, Service Provider agrees to execute any other documents that may be reasonably requested by Trinity for purposes of Trinity’s efforts to comply with HIPAA.
3. Service Provider acknowledges, represents, and agrees as follows:
   1. As between the Parties, Trinity is the owner of all Trinity Data and has the right to direct Service Provider in connection with the Processing of such Trinity Data;
   2. Service Provider will Process Trinity Data in accordance with Trinity’s instructions and solely as necessary for the purpose of performing the Services and as otherwise permitted pursuant to this Agreement or as required under applicable laws or Information Protection Laws;
   3. Service Provider will only Process the minimum amount of Trinity Data required to meet its obligations under the Agreement or applicable laws or Information Protection Laws;
   4. Except as provided in the Agreement or applicable laws, neither Service Provider nor any of its employees, Sub-Processors, agents, consultants or assigns will have any right to Process Trinity Data for their own commercial benefit in any form (including, without limitation, to create de-identified or anonymized data) or to Sell or Share (as such terms are defined under the CCPA), retain, use or disclose Trinity Data for any commercial purpose or outside of the direct business relationship between the Parties. Service Provider certifies that it understands the restrictions contained in this Agreement (including this Addendum) and will comply with them;
   5. To the extent that Service Provider collects Trinity Personal Information on behalf of Trinity without receiving such Trinity Personal Information from Trinity, Service Provider will obtain from each such Individual a mutually agreed upon written, electronic or verbal consent that is clear and conspicuous regarding the Processing of Trinity Personal Information for any purpose including, without limitation, direct marketing, unless there exists other lawful basis for such collection without consent; provided, further, that no terms of use, privacy statement or other provisions presented to Individuals in any manner will alter Service Provider’s obligations under this Agreement or the manner in which Trinity may use such Personal Information;
   6. Service Provider will record and retain for a minimum of two (2) years after the expiration or termination of this Agreement the notice provided to, and the written, electronic or verbal consent obtained from, Individuals regarding the collection, use, disclosure and retention of Individuals’ Personal Information, unless otherwise required by law, rule, or regulation, or as instructed by Trinity; provided, further, if the Services involve the use of interactive voice response (“IVR”), Service Provider will also retain in a printable format for the duration of such five (5) year period each Individual’s phone number, the IVR prompts and the Individual’s responses (IVR or verbal) of the entire IVR conversation between Service Provider and each Individual;
   7. Service Provider will establish, implement, and maintain commercially reasonable controls to ensure the confidentiality of Trinity Data and to ensure that Trinity Data is not disclosed contrary to the provisions of this Agreement; provided, further, without limiting the foregoing, Service Provider will implement and maintain an information security program that complies with commercially reasonable practices, applicable Information Protection Laws, all applicable requirements described in the most recent version of the Center for Internet Security Controls, Trinity Policies and the requirements of this Addendum, and that includes appropriate administrative, technical and physical safeguards and other security measures that: (a) ensure the security and confidentiality of Trinity Data; (b) protect against any anticipated threats or hazards to the security, confidentiality and integrity of Trinity Data; and (c) protect against unauthorized access to or use of Trinity Data that could result in the destruction, use, modification or disclosure of Trinity Data, or the substantial harm or inconvenience to Trinity or any Individual. The purpose of such security program is to preserve the confidentiality, integrity, availability and overall security of (a) Trinity Data Processed by or accessible to Service Provider and (b) Trinity systems which Service Provider accesses or contacts. Service Provider’s security program will provide the same or better data-security protections it applies to its own confidential information, but in no event may those protections be anything less than that required to comply with Information Protection Laws and Trinity Policies;
   8. Service Provider will utilize acceptable forms of encryption (minimum of 256 bit or as required by applicable Information Protection Laws) or, as agreed upon in writing in advance by Trinity, other secure technologies in connection with any Processing, including remote access connectivity, involving Trinity Data, as permitted or authorized herein;
   9. Service Provider will implement and maintain reasonable administrative, technical and physical safeguards to allow Individuals to access their Trinity Personal Information as indicated by opt-out or opt-in preferences, or to exercise any other rights afforded to Individuals under Information Protection Laws, where and when such rights are required by such Information Protection Laws, or at the direction of Trinity; provided, further, Service Provider will notify Trinity within five (5) calendar days of receipt of any communication relating to an Individual’s right to access, modify or correct his or her Trinity Personal Information or to any other right applicable under Information Protection Laws and will comply with all reasonable instructions of Trinity before responding to such communication and will assist Trinity as needed in responding to or fulfilling requests from Individuals to exercise rights under Information Protection Laws (whether such requests are received by Service Provider or Trinity);
   10. Service Provider will not disclose Trinity Data to third parties, other than disclosures made on a need-to-know basis to Service Provider Parties unless: (a) Service Provider has received prior written authorization from Trinity; or (b) such disclosure is required by applicable laws, in which case Service Provider will immediately notify Trinity in writing of any subpoena or other court or administrative order or proceeding or other request seeking access to or disclosure of Trinity Data; provided, further, Service Provider will use its best efforts to limit the nature and scope of the required disclosure and will only disclose the minimum amount of Trinity Data necessary to comply with applicable laws. Without limiting the foregoing, Service Provider will not use Trinity Data for the purpose of providing services to another person or entity without the prior written authorization of Trinity;
   11. Service Provider will not disclose to Trinity any Personal Information that is not documented in an SOW or otherwise requested in writing by Trinity; provided, however, this provision will not apply to Trinity Personal Information provided to Service Provider by Trinity;
   12. Service Provider and any other Service Provider Party will provide to Trinity or Trinity’s representatives, at Trinity’s expense, the right to audit Service Provider’s business processes and practices that involve Processing of Trinity Data in relation to the Services rendered under this Agreement;
   13. Service Provider will provide to Trinity, and as otherwise required by applicable Information Protection Laws, written notice within 24 hours of any security incident that involves, or which Service Provider reasonably believes involves, the unauthorized access, use, disclosure or other unauthorized Processing of Trinity Data; provided, further, Service Provider will (i) provide updates to Trinity as further information becomes available as to the breach, and (ii) at the earliest possible time, summarize in reasonable detail the impact on Trinity of the breach or unauthorized use or disclosure of, or access to, Trinity Data and the corrective action taken or to be taken by Service Provider; provided, further, Service Provider will promptly take all necessary and appropriate corrective action including, without limitation, at the request of Trinity and at Service Provider’s expense, to provide notices to Individuals whose Trinity Personal Information may have been affected, whether or not such notice is required by law; each party will reasonably cooperate with the other party to facilitate compliance with Information Protection Laws, including but not limited to notification of affected individuals and Supervisory Authorities;
   14. To the extent duties or responsibilities of Service Provider are permitted pursuant to this Agreement to be delegated to an agent or Sub-Processor, Service Provider will ensure that any such agent or Sub-Processor adheres to the requirements of this Agreement, which steps will include, but may not be limited to, obtaining from such agent or Sub-Processor a written confidentiality agreement that prohibits the agent or Sub-Processor from selling and sharing of Personal Information (as those terms are defined in the CCPA), and is at least as protective of Trinity and the Trinity Data as the privacy, security, confidentiality, and regulatory compliance provisions contained in this Agreement (including this Addendum), as well as conducting initial and periodic assessments of such agent’s or Sub-Processor’s privacy and security safeguards and practices;
   15. Service Provider will ensure that each Service Provider representative with access to Trinity Data is advised of and complies with the provisions of this Agreement regarding the privacy and security of Trinity Data, and Service Provider will be responsible and liable for any failure of Service Provider Parties to comply with the terms and conditions of this Agreement (including this Addendum) regarding Trinity Data;
   16. Service Provider will ensure that Service Provider Parties with access to Trinity’s premises comply with all applicable visitor privacy and physical security policies, and only access authorized areas as advised by Trinity;
   17. Service Provider will ensure that Service Provider and Service Provider Parties recognize and abide by all reasonable privacy, confidentiality, information security and other policies established by Trinity, provided that Trinity has supplied Service Provider with a copy thereof; provided, further, such policies may be amended and updated, at Trinity’s reasonable discretion, from time to time by Trinity, and Service Provider agrees to abide by such reasonably amended or updated policies that Trinity has supplied Service Provider with a copy thereof; provided, however, if any policy is not consistent with the provision of the Services, or otherwise materially adversely affects Service Provider’s performance under this Agreement, the Parties will confer in good faith and in a timely manner before Service Provider is required to proceed with the provision of the Services; and
   18. Sub-Processors: Service Provider may only engage Sub-Processors to Process Trinity Personal Information to the extent permitted under the terms of this Agreement, including any amendments. In case of such engagement, Service Provider must;
       1. Provide to Trinity reasonable prior notice of the identity and location of the Sub-Processor and a description of the intended Processing to be sub-contracted or outsourced to the Sub-Processor, together with an opportunity for Trinity to object to the engagement of any such Sub-Processor; and
       2. Impose on the Sub-Processor legally binding contract terms that protect Trinity and Trinity Data at least as much as this Agreement.
4. Service Provider Assessments and Data Handling Practices:
   1. Service Provider will truthfully and accurately complete assessments related to privacy, information security, and data handling practices if and when requested by Trinity (“Service Provider Assessments”);
   2. The privacy, security, and data handling practices adopted and maintained by Service Provider will be in effect and consistently applied as long as Service Provider provides Services in connection with, or otherwise retains, Trinity Data on Trinity’s behalf; and
   3. Service Provider will promptly notify Trinity in writing within five (5) business days in the event of any material change in Service Provider’s privacy, security, or data handling practices.
5. Service Provider represents and warrants throughout the term of this Agreement that with respect to Personal Information owned or obtained by Service Provider and used as a Data Processor on behalf of Trinity in the performance of the Services, Service Provider has obtained the clear and conspicuous prior written, electronic or verbal consent of each Data Subject or other legal basis, which permits Service Provider to use such Personal Information to communicate with Individuals on behalf of Trinity: (i) even if Trinity is considered the sender of the communication; and (ii) in connection with communications made by any means including, without limitation, by telephone, email, facsimile, and postal service; that Service Provider will record and maintain for a minimum of two (2) years from the expiration or termination of this Agreement the notice provided to, and the written, electronic or verbal consent obtained from, each Data Subject.
6. Service Provider will indemnify, defend and hold Trinity harmless from any liability, loss, claim, injury, damage or expense (including reasonable attorneys’ fees and costs) incurred by Trinity as a result of any security incident or breach of this Addendum by Service Provider including, without limitation, paying appropriate third parties hereunder for any use of Personal Information other than as contemplated by this Agreement. Notwithstanding any other provision of this Agreement, there will be no exclusion or limitation of liability for any collection, use, disclosure, or retention of Trinity Data (including Trinity Personal Information) in violation of this Agreement. For the avoidance of doubt, the obligations in this Section 2(F) of this Addendum are in addition to and not independent of any limitation of liability set forth in the Agreement.

3. Transfers to Trinity.

The following provisions apply to the extent that Trinity receives, or otherwise has access to, any Personal Information for which Service Provider is the Data Controller (“Service Provider Personal Information”) and where Trinity will act as a separate and independent Data Controller.

1. Separate Data Controllers. The parties acknowledge that each will act as a separate Data Controller in relation to the Service Provider Personal Information which they Process. The parties will each comply with their respective obligations under applicable Information Protection Laws in respect of their processing of Personal Information.
2. Disclosing of Service Provider Personal Information. Service Provider will: (i) only disclose the Service Provider Personal Information for purposes of enabling the performance and receipt of the Services under the Agreement (the “Permitted Purpose”); (ii) ensure that a notice has been made available and will continue to be accessible to the relevant Data Subject(s) informing them that their Personal Information will be disclosed to Trinity or to a category of third party describing Trinity; (iii) ensure that it has obtained any necessary consents or authorisations required to permit Trinity to freely Process the Service Provider Personal Information for the Permitted Purpose; (iv) not disclose any Special Categories of Personal Information to Trinity; and (v) be responsible for the security of any Service Provider Personal Information in transmission from Service Provider to Trinity (or otherwise in the possession of Service Provider).
3. Receiving of Service Provider Personal Information. Trinity will: (i) not Process Service Provider Personal Information in a way that is incompatible with the Permitted Purpose (other than to comply with a requirement of applicable law to which Trinity is subject); (ii) not Process Service Provider Personal Information for longer than is necessary to carry out the Permitted Purpose (other than to comply with a requirement of applicable law to which Trinity is subject); and (iii) 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, have in place appropriate technical and organisational security measures to protect the Service Provider Personal Information against unauthorized or unlawful Processing, or accidental loss or destruction or damage.
4. Personal Information Breaches. Trinity will notify Service Provider without undue delay following any security incident involving the Service Provider Personal Information. Each party will co-operate with the other, to the extent reasonably requested, in relation to any notifications to Supervisory Authorities or to Data Subjects which are required following a security incident involving the Service Provider Personal Information.
5. Further Co-operation and Assistance. Each party will co-operate with the other, to the extent reasonably requested, in relation to (a) any requests from data subjects exercising their rights under Information Protection Laws; (b) any other communication from a Data Subject concerning the Processing of their Personal Information; and (c) any communication from a Supervisory Authority concerning the Processing of Service Provider Personal Information, or compliance with Information Protection Laws.
6. Service Provider will indemnify, defend and hold Trinity harmless from any liability, loss, claim, injury, damage or expense (including reasonable attorneys’ fees and costs) incurred by Trinity as a result of any transfer of Service Provider Personal Information to Trinity unless such transfer was (i) expressly set forth in an SOW, or (ii) explicitly consented to by Trinity in writing for the receipt of such information. For the avoidance of doubt, the obligations in this Section 3(F) of this Addendum are in addition to and not independent of any limitation of liability set forth in the Agreement.

4. Cross-Border Transfers.

1. Cross-Border Transfers of Trinity Personal Information. Where applicable for transfers under Section 2 of this Addendum, Trinity authorizes Service Provider to transfer Trinity Personal Information across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States, provided that such transfer complies with Information Protection Laws and the Agreement (including this Addendum).
2. Cross-Border Transfers of Service Provider Personal Information. Where applicable for transfers under Section 3 of this Addendum, Service Provider authorizes Trinity to transfer Service Provider Personal Information across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States, provided that such transfer complies with Information Protection Laws and the Agreement (including this Addendum).
3. Controller to Processor Standard Contractual Clauses. If transfers under Section 2 or Section 3 of this Addendum involve the transfer of Personal Information originating in the European Economic Area, Switzerland, and/or the United Kingdom for Processing in a country that has not been found to provide an adequate level of protection under applicable Information Protection Laws, the parties agree that:
   1. For transfers under Section 2, the Standard Contractual Clauses attached hereto as Attachment 1 with selections for Module 2 (Transfer Controller to Processor) shall apply. Service Provider agrees that Trinity shall be an intended third-party beneficiary of Service Provider’s Sub-Processor agreements as contemplated by Clause 9(e) of the Standard Contractual Clauses and, where applicable, such provisions are intended to inure to the benefit of Trinity.
   2. For transfers under Section 3, the Standard Contractual Clauses attached hereto as Attachment 1 with selections for Module 1 (Transfer Controller to Controller) shall apply.
4. Data Transfer Impact Assessment Outcome. Taking into account the information and obligations set forth in this Addendum and, as may be the case for a party, such party’s independent research, to the parties’ knowledge, the Trinity Personal Information originating in the European Economic Area, Switzerland, and/or the United Kingdom that is transferred pursuant to the attached Standard Contractual Clauses to a country that has not been found to provide an adequate level of protection under applicable Information Protection Laws is afforded a level of protection that is essentially equivalent to that guaranteed by applicable Information Protection Laws.

5. Confidentiality.

1. Service Provider will hold in confidence and will not disclose to any third party (other than Service Provider Parties hereunder) any Trinity Data without the prior written consent of Trinity, unless otherwise permitted under this Agreement. For the avoidance of doubt, the obligations in this Section 5 of this Addendum are in addition to and not independent of the obligations in Section 5 of the Agreement.
2. Service Provider agrees that the privacy, security, and confidentiality obligations of this Addendum will survive indefinitely or until the Trinity Data is returned to Trinity (or destroyed by Service Provider) pursuant to Section 6 below.

6. Post-Term Determination of Trinity Data.

Except as otherwise provided in this Agreement, upon expiration or termination of this Agreement, or at any time upon Trinity’s request, Service Provider will and will have Service Provider Parties immediately return to Trinity and/or destroy all originals and copies of Trinity Data in any media including, without limitation, recordings, electronic, or hard copy format, in accordance with the requirements of this Agreement and applicable laws and regulations; provided, further, within fifteen (15) days of Trinity’s request, Service Provider will send Trinity a written certification signed by an officer of Service Provider acknowledging that all Trinity Data has been returned or destroyed. Notwithstanding any provision to the contrary in the Agreement, Service Provider may not retain any copies of any Trinity Personal Information for any purposes upon expiration or termination of this Agreement.

7. Further Cooperation.

The parties will cooperate as reasonably necessary to remain compliant with all applicable Information Protection Laws by amending this Addendum in the event that either party reasonably determines it is necessary to do so: (a) as a result of changes to the purposes or nature of the transfers of Personal Information under the Agreement; or (b) in connection with communications or instructions from a Supervisory Authorities or changes to applicable Information Protection Laws.

8. Survival.

The provisions of this Addendum will survive the expiration or other termination of the Agreement.

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ATTACHMENT 1

STANDARD CONTRACTUAL CLAUSES 
Controller to Controller; Controller to Processor 
(Modules One and Two) 

SECTION I 

Clause 1 

Purpose and scope 

1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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) for the transfer of personal data to a third country. 
2. The Parties: 
   1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and 
   2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) 
      
      have agreed to these standard contractual clauses (hereinafter: ‘Clauses’). 
3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. 
4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses. 

Clause 2 

Effect and invariability of the Clauses 

1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 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, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects. 
2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679. 

Clause 3 

Third-party beneficiaries 

1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: 
   1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; 
   2. Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); 
   3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); 
   4. Clause 12 – Module One: Clause 12(a) and (d); Module Two: Clause 12(a), (d) and (f); 
   5. Clause 13; 
   6. Clause 15.1(c), (d) and (e); 
   7. Clause 16(e); 
   8. Clause 18 – Modules One and Two: Clause 18(a) and (b). 
2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679. 

Clause 4 

Interpretation 

1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation. 
2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679. 
3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679. 

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 

Omitted. 

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: 

1. where it has obtained the data subject’s prior consent; 
2. where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or 
3. where necessary in order to protect the vital interests of the data subject or of another natural person. 

8.2   Transparency 

1. In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter: 
   1. of its identity and contact details; 
   2. of the categories of personal data processed; 
   3. of the right to obtain a copy of these Clauses; 
   4. where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7. 
2. Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available. 
3. On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties 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. 
4. Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679. 

8.3   Accuracy and data minimisation 

1. Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay. 
2. If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay. 
3. The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing. 

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 of the data and all back-ups at the end of the retention period. 

8.5   Security of processing 

1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. 
2. The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. 
3. The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 
4. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects. 
5. In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay. 
6. In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach. 
7. The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof. 

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 (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: 

1. it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; 
2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question; 
3. the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter; 
4. it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; 
5. it is necessary in order to protect the vital interests of the data subject or of another natural person; or 
6. where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject. 

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 

1. Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility. 
2. The data importer shall make such documentation available to the competent supervisory authority on request. 

MODULE TWO: Transfer controller to processor 

8.1   Instructions 

1. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract. 
2. The data importer shall immediately inform the data exporter if it is unable to follow those 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 II 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 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 

1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. 
2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 
3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. 
4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer. 

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 (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: 

1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; 
2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question; 
3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or 
4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. 

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 

1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. 
2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. 
3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer. 
4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice. 
5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request. 

Clause 9 

Use of sub-processors 

MODULE TWO: Transfer controller to processor 

1. OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object. 
2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses. 
3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy. 
4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract. 
5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data. 

Clause 10 

Data subject rights 

MODULE ONE: Transfer controller to controller 

1. The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language. 
2. In particular, upon request by the data subject the data importer shall, free of charge: 
   1. provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i); 
   2. rectify inaccurate or incomplete data concerning the data subject; 
   3. erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based. 
3. Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it. 
4. The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter: 
   1. inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and 
   2. implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being. 
5. Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request. 
6. The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679. 
7. If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress. 

MODULE TWO: Transfer controller to processor 

1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter. 
2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required. 
3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter. 

Clause 11 

Redress 

1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject. 

MODULE ONE: Transfer controller to controller 

MODULE TWO: Transfer controller to processor 

2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them. 
3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to: 
   1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13; 
   2. refer the dispute to the competent courts within the meaning of Clause 18. 
4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679. 
5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law. 
6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws. 

Clause 12 

Liability 

MODULE ONE: Transfer controller to controller 

1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses. 
2. Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679. 
3. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties. 
4. The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage. 
5. The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability. 

MODULE TWO: Transfer controller to processor 

1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses. 
2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses. 
3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. 
4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage. 
5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties. 
6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage. 
7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability. 

Clause 13 

Supervision 

MODULE ONE: Transfer controller to controller 

MODULE TWO: Transfer controller to processor 

1. The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority. 
2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken. 

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 

1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses. 
2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: 
   1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred; 
   2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards; 
   3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination. 
3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses. 
4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request. 
5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). 
6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply. 

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 

15.1   Notification 

1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: 
   1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or 
   2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer. 
2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter. 
3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).  
4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request. 
5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses. 

15.2   Review of legality and data minimisation 

1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e). 
2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.  
3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request. 

SECTION IV – FINAL PROVISIONS 

Clause 16 

Non-compliance with the Clauses and termination 

1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason. 
2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f). 
3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: 
   1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension; 
   2. the data importer is in substantial or persistent breach of these Clauses; or 
   3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. 
      
      In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. 
4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. 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 the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law. 
5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679. 

Clause 17 

Governing law 

MODULE ONE: Transfer controller to controller 

MODULE TWO: Transfer controller to processor 

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 Ireland. 

Clause 18 

Choice of forum and jurisdiction 

MODULE ONE: Transfer controller to controller 

MODULE TWO: Transfer controller to processor 

1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State. 
2. The Parties agree that those shall be the courts of Ireland. 
3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence. 
4. The Parties agree to submit themselves to the jurisdiction of such courts. 

APPENDIX 

Capitalized terms used in these Annexes have the meanings set forth in the Agreement to which these Clauses are attached, including all addendums thereto (the “Agreement”). 

ANNEX I 

A.   LIST OF PARTIES 

MODULE ONE: Transfer controller to controller 

Data exporter: Service Provider, as defined and with the contact information set forth in the Agreement 

Activities relevant to the data transferred under these Clauses: provision of Goods or Services to Trinity 

Signature and date: As signed and dated above

Role (controller/processor): controller 

Data importer: Trinity, as defined and with the contact information set forth in the Agreement 

Activities relevant to the data transferred under these Clauses: receipt of Goods or Services from Service Provider 

Signature and date: As signed and dated above 

Role (controller/processor): controller 

MODULE TWO: Transfer controller to processor 

Data exporter(s): Trinity, as defined and with the contact information set forth in the Agreement  

Activities relevant to the data transferred under these Clauses: receipt of Goods or Services from Service Provider 

Signature and date: As signed and dated above

Role (controller/processor): controller 

Data importer(s): Service Provider, as defined and with the contact information set forth in the Agreement 

Activities relevant to the data transferred under these Clauses: provision of Goods or Services to Trinity 

Signature and date: As signed and dated above 

Role (controller/processor): processor 

B.   DESCRIPTION OF TRANSFER 

MODULE ONE: Transfer controller to controller 

Categories of data subjects whose personal data is transferred 

Data Subjects whose Personal Information is included in the Service Provider Personal Information 

Categories of personal data transferred 

Personal Information from Service Provider   

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). 

From time to time during the Term 

Nature of the processing 

Processing in accordance with the Privacy and Information Security Addendum to the Agreement 

Purpose(s) of the data transfer and further processing 

Enabling Trinity’s receipt of the Goods or Services from Service Provider 

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

During the Term of the Agreement or, if longer, the period necessary for Trinity to receive the benefit of the Goods or Services related thereto 

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

N/A 

MODULE TWO: Transfer controller to processor 

Categories of data subjects whose personal data is transferred 

Data Subjects whose Personal Information is included in the Trinity Personal Information 

Categories of personal data transferred 

Trinity Personal Information 

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). 

From time to time during the Term 

Nature of the processing 

Processing in accordance with the Privacy and Information Security Addendum to the Agreement 

Purpose(s) of the data transfer and further processing 

Enabling Trinity’s receipt of the Goods or Services from Service Provider 

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

During the Term of the Agreement or, if shorter, the period necessary for Service Provider to provide Trinity with the Goods or Services related thereto 

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

N/A 

C.   COMPETENT SUPERVISORY AUTHORITY 

MODULE ONE: Transfer controller to controller 

MODULE TWO: Transfer controller to processor 

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

Data Protection Commission of Ireland 

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA 

MODULE ONE: Transfer controller to controller 

MODULE TWO: Transfer controller to processor 

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. 

Data importer shall implement and maintain the appropriate technical and organisational measures as outlined below: 

1. Implement and maintain an information security program that complies with commercially reasonable practices, applicable Information Protection Laws, and that includes appropriate administrative, technical and physical safeguards and other security measures that: (a) ensure the security and confidentiality of Personal Information; (b) protect against any anticipated threats or hazards to the security, confidentiality and integrity of Personal Information; and (c) protect against unauthorized access to or use of Personal Information that could result in the destruction, use, modification or disclosure of Personal Information, or the substantial harm or inconvenience to Trinity or any Individual; and 
2. Utilize acceptable forms of encryption (minimum of 256 bit or as required by applicable Information Protection Laws) or, as agreed upon in writing in advance by Trinity, other secure technologies in connection with any Processing, including remote access connectivity, involving Personal Information, as permitted or authorized herein. 

 

UK Addendum to the EU Commission Standard Contractual Clauses  

Date of this Addendum: 

1. The Clauses are dated as of the same date as the Agreement. 

Background: 

2. The Information Commissioner considers this Addendum provides appropriate safeguards for the purposes of transfers of personal data to a third country or an international organisation in reliance on Articles 46 of the UK GDPR and, with respect to data transfers from controllers to processors and/or processors to processors. This Addendum forms part of and supplements the Clauses to which it is attached. If data importer or its subprocessors process personal data originating in the United Kingdom in a country that has not been found to provide an adequate level of protection under UK Data Protection Laws, the Parties agree that the Clauses as supplemented by this Addendum shall apply. 

Interpretation of this Addendum 

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

This Addendum	This Addendum to the Clauses
The Annex	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	The United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
UK	The United Kingdom of Great Britain and Northern Ireland

4. This Addendum shall be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that if fulfils the intention for it to provide the appropriate safeguards as required by Article 46 UK GDPR. 
5. This Addendum shall not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws. 
6. 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 

7. In the event of a conflict or inconsistency between this Addendum and the provisions of the Clauses or other related agreements between the Parties, existing at the time this Addendum is agreed or entered into thereafter, the provisions which provide the most protection to data subjects shall prevail. 

Incorporation of the Clauses 

8. This Addendum incorporates the Clauses which are deemed to be amended to the extent necessary so they operate: 
   1. for 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 transfer; and 
   2. to provide appropriate safeguards for the transfers in accordance with Articles 46 of the UK GDPR Laws. 
9. The amendments required by Section 8 above, include (without limitation): 
   1. References to the “Clauses” means this Addendum as it incorporates the Clauses 
   2. 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.” 
   3. References to “Regulation (EU) 2016/679” or “that Regulation” are replaced by “UK Data Protection Laws” and references to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws.  
   4. References to Regulation (EU) 2018/1725 are removed. 
   5. References to the “Union”, “EU” and “EU Member State” are all replaced with the “UK” 
   6. Clause 13(a) and Part C of Annex II are not used; the “competent supervisory authority” is the Information Commissioner; 
   7. Clause 17 is replaced to state “These Clauses are governed by the laws of England and Wales”. 
   8. Clause 18 is replaced to state: 
      
      “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.”