Terms

Data Processing Agreement

Last updated November 30, 2023

This Data Processing Agreement including its schedules and references (the DPA) shall apply whenever Pax8 is processing personal data on behalf of another party (the Controller) to ensure such processing is conducted in accordance with applicable laws and respects the rights of individuals whose personal data is being processed.

1. Definitions

Agreement means the agreement in place between Pax8 and the Controller relating to the Services;

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;

CCPA means the California Consumer Privacy Act of 2018;

Contractual Safeguards means (i) where the GDPR applies, the SCCs and (ii) where the UK General Data Protection Regulation (UK GDPR) applies, the SCCs as amended by the applicable UK Addendum set out in Schedule 5 (the UK Addendum);

The terms controller, data subject, personal data (notwithstanding the capitalised definition provided further below), process, processing, processor will have the same meanings as defined by Data Protection Legislation. Other relevant terms such as business, business purpose, consumer, personal information, sale (including the terms sell, selling, sold, and other variations thereof), service provider, and third party have the meanings given to those terms under the CCPA;

Data Protection Legislation means applicable national, federal, state, provincial, and local laws and regulations governing the use and disclosure of personal information;

GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (Data Protection Directive);

Pax8 means the Pax8 entity which is a party to this DPA and/or this Agreement and that processes personal data as defined under relevant Data Protection Legislation;

Personal Data means the personal data that Pax8 processes on behalf of the Controller;

Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;

Restricted Transfer means: (i) where the GDPR applies, a transfer of Personal Data from the EEA to a country outside of the EEA or an (onward) transfer from a country outside of the EEA within the same country or to another country outside of the EEA, which are not subject to an adequacy decision under Article 45 GDPR by the European Commission; and (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country or an (onward) transfer from a country outside of the United Kingdom within the same country or to another country outside of the United Kingdom, which are not subject to adequacy regulations adopted pursuant to Article 45(1) UK GDPR in conjunction with Section 17A of the United Kingdom Data Protection Act 2018;

Services means the services or products to be provided by Pax8 to the Controller in accordance with any applicable Agreement;

SCCs means (i) the standard contractual clauses between controllers and processors adopted by the European Commission in its Implementing Decision (EU) 2021/91 of 4 June 2021, as set out in Schedule 4 (the “2021 Controller-to-Processor Clauses”); or (ii) the standard contractual clauses between processors adopted by the European Commission in its Implementing Decision (EU) 2021/91 of 4 June 2021, (the “2021 Processor-to-Processor Clauses”); where applicable.

Sub-processor means any processor engaged by Pax8 who agrees to receive Personal Data intended for processing on behalf of the Controller in connection with the Services;

Supervisory Authority means an independent public authority or other legal body which is established in a jurisdiction under Data Protection Legislation and responsible for monitoring applicable Data Protection Legislation.

2. Scope and Application of this DPA

2.1. This DPA will apply where the Agreement expressly states that Pax8 will be processing personal data on behalf of the Controller. The parties to the Agreement agree to comply with the terms of this DPA which is incorporated into the Agreement and entered into by the parties on behalf of themselves and their Affiliates.

2.2. The subject matter, nature, purpose and type of Personal Data and the categories of data subjects shall be as detailed in Schedule 1 of this DPA, unless otherwise stated in the Agreement. The Jurisdiction Specific Terms set out in Schedule 3 shall also apply for any Personal Data that is protected by Data Protection Legislation in those respective jurisdictions.

2.3. Notwithstanding that Pax8 may be acting as a processor under the Agreement, the parties acknowledge and agree that to the extent Pax8 processes Personal Data: (i) to monitor, prevent and detect fraud; (ii) to comply with its own legal or regulatory obligations applicable to the processing and retention of Personal Data; (iii) to monitor, analyse, develop and improve Pax8 products, services and solutions; (iv) as otherwise permitted under the Agreement, Pax8 is acting as a data controller with respect to such processing and will comply with its obligations under the Agreement and Data Protection Legislation.

2.4. The remainder of this DPA shall only apply to the extent that Pax8 in acting as processor with regards to the Personal Data.

3. Data Processing

Pax8 agrees to process the Personal Data in accordance with Data Protection Legislation and this DPA. In particular, Pax8 agrees to:

3.1. act only on written instructions and directions from the Controller, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by laws to which Pax8 is subject; in such a case, Pax8 shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. For the purposes of this section, the Controller’s instructions shall include those contained in this DPA, the Agreement, and otherwise received from the Controller from time to time;

3.2. only disclose the Personal Data to any government or third party where necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or binding order of a government body, Pax8 will give the Controller notice of any legal requirement or order;

3.3. notify the Controller promptly where Pax8 believes that compliance with any instructions by the Controller would result in a violation of Data Protection Legislation;

3.4. implement and maintain appropriate technical and organisational measures to adequately protect the Personal Data processed on behalf of the Controller against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, as required under Data Protection Legislation.

3.5. ensure that any Pax8 personnel entrusted with the processing of Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality no less restrictive than those confidentiality obligations included in the Agreement;

3.6. provide reasonable assistance to the Controller if requested, to assist with the Controller’s compliance with its obligations under Data Protection Legislation (including Articles 32 to 36 of the UK GDPR and the EU GDPR as applicable), and/or in responding to any request from a data subject;

3.7. take all appropriate measures pursuant to Article 32 of the UK GDPR and/or the EU GDPR (as applicable), having regard to the state of technological development and the cost of implementing any measures;

3.8. maintain a record of its processing activities and provide cooperation and information to the Controller as is necessary for the Controller to demonstrate compliance with its obligations pursuant to Data Protection Legislation;

4. Sub-processors

4.1. Authorised Sub-processors. Controller agrees that Pax8 may engage Sub-processors to process Personal Data on Controller’s behalf. The Sub-processors currently engaged by Pax8 and authorised by Controller are set out in Schedule 2. Pax8 shall notify Controller if it adds or removes Sub-processors.

4.2. Sub-processor obligations. Pax8 shall: (i) enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the service provided by such Sub-processor and as required by applicable Data Protection Legislation; and (ii) remain responsible for such Sub-processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-processor that cause Pax8 to breach any of its obligations under this DPA. Controller acknowledges and agrees that, where applicable, Pax8 fulfils its obligations under Clause 9 of the SCCs (as applicable) by complying with this section and that Pax8 may be prevented from disclosing Sub-processor agreements to Controller due to confidentiality restrictions but Pax8 shall, upon request, use reasonable efforts to provide Controller with all relevant information it reasonably can in connection with Sub-processor agreements.

5. Data Transfers

5.1. The Controller authorises Pax8 and its Sub-processors to make Restricted Transfers of Personal Data to comply with the Controller’s instructions under this DPA and perform the obligations under the Agreement, provided such Restricted Transfer complies with Data Protection Legislation.

5.2. Data centre locations. Controller acknowledges that Pax8 may transfer to and process Personal Data in the United States and anywhere else in the world where Pax8, its Affiliates or its Sub-processors maintain data processing operations. Pax8 shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Legislation and this DPA.

5.3. EEA Data Transfers. To the extent the Personal Data is protected by the GDPR and requires transfer to a country outside of European Economic Area (EEA) that is not recognised as providing an adequate level of protection for personal data (as described in the GDPR or applicable Data Protection Legislation in Europe), the parties agree to abide by and process such Personal Data in compliance with the SCCs, which shall be incorporated into and form an integral part of this DPA.

5.4. UK Data Transfers. With respect to transfers to which the UK GDPR or the UK Data Protection Act 2018 apply, the SCCs shall apply as amended by the UK Addendum. The UK Addendum shall be deemed executed by the parties and incorporated into and form an integral part of this DPA.

6. Data Subject Rights

6.1. Pax8 shall:

6.1.1. Upon becoming aware, promptly notify the Controller if Pax8 receives a request from a Data Subject right under any Data Protection Legislation in respect of Personal Data;

6.1.2. not respond to that request except on the documented instructions of Controller or as required by a Supervisory Authority; and

6.1.3. upon request from Controller where required by Data Protection Legislation and in the context of the Services, reasonably assist Controller in dealing with an actionable Data Subject request to the extent Controller cannot fulfil this request without Pax8’s assistance. Pax8 may fulfil this request by making available functionality that enables Controller to address such Data Subject requests without additional Processing by Pax8. To the extent such functionality is not available, in order for Pax8 to provide such reasonable assistance, Controller must communicate such request in writing to Pax8 providing sufficient information to enable Pax8 to pinpoint and subsequently amend, export or delete the applicable record.

7. Personal Data Breach

7.1. Pax8 shall notify Controller without undue delay upon Pax8 or any Sub-processor becoming aware of a Personal Data Breach, and where the applicable Data Protection Legislation requires reporting to a Supervisory Authority within 72 hours, such notice shall be given to the Controller within 48 hours. Subject to Section 7.3 below, such notification shall as a minimum:

7.1.1. describe 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;
7.1.2. communicate the name and contact details of Pax8’s data protection officer or other relevant contact from whom more information may be obtained;

7.1.3. describe the likely consequences of the Personal Data Breach in so far as Pax8 is able to ascertain having regard to the nature of the Services and the Personal Data Breach; and

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

7.2. Pax8 shall co-operate with Controller and take such reasonable commercial steps as are necessary to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

7.3. Where and in so far as, it is not possible to provide the information referred to in Section 7.1 at the same time, the information may be provided in phases without undue further delay. Pax8’s obligation to report or respond to a Personal Data Breach is not and will not be construed as an acknowledgement by Pax8 of any fault or liability of Pax8 (or its Affiliates) with respect to a Personal Data Breach.

7.4. The Controller agrees that where there is an attempt to gain access to the Personal Data or the infrastructure and networks that provide the Services (as defined in the Agreement) (including pings, denial of service attacks, attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, packet sniffing or other unauthorised access to traffic data) which does not result in a Personal Data Breach Pax8 have no obligation to notify the Controller under the Agreement or this DPA.

8. Duration; Termination; Return or Deletion of Personal Data

8.1. This DPA will become effective when the Parties’ Agreement enters into effect which this DPA has been incorporated.

8.2. This DPA will terminate automatically upon the later of (i) termination or expiry of the Agreement; (ii) termination of processing of the Personal Data by Pax8. On termination of this DPA, Pax8 shall delete, all Personal Data processed on behalf of the Controller unless the Controller requests the return of the Personal Data or to the extent that Data Protection Legislation requires storage of such Personal Data.

9. Other Privacy Laws

9.1. To the extent that Processing relates to Personal Data originating from a jurisdiction or in a jurisdiction which has any mandatory requirements in addition to those in this DPA, both parties may agree to any additional measures required to ensure compliance with applicable Data Protection Legislation and any such additional measure agreed to by the parties will be documented in a duly executed written addendum or amendment to this DPA or in an Order.

9.2. If any variation is required to this DPA as a result of a change in Data Protection Legislation, including any variation which is required to the Contractual Safeguards, then either party may provide written notice to the other party of that change in law. The parties will discuss and negotiate in good faith any necessary variations to this DPA, including the Contractual Safeguards, to address such changes.

10. Review, Audit and Inspection Rights

10.1. Upon Controller’s reasonable request, Pax8 shall provide all relevant and necessary material, documentation and information in relation to Pax8’s technical and organisational security measures used to protect the Personal Data in relation to the Services provided in order to demonstrate compliance with Data Protection Legislation.

10.2. Pax8 shall ensure a security audit of its technical and organisational security measures is carried out at least annually in compliance with Data Protection Legislation. Such security audit will be performed according to ISO 27001 standards by an internal qualified auditor within Pax8. The results of such security audit will be documented in a summary report. Pax8 shall promptly provide Controller upon request with (i) a confidential summary of such report; and (ii) evidences of appropriate remediation of any critical issues within four (4) weeks from date of issuance of the audit report.

10.3. If, following the completion of the steps set out in sections 10.1 and 10.2 above Controller reasonably believes that Pax8 is non-compliant with Data Protection Legislation, Controller may request that Pax8 make available, either by webinar or in a face-to-face review, extracts of all relevant information necessary to further demonstrate compliance with Data Protection Legislation. Controller undertaking such review shall give Pax8 reasonable notice of any review by contacting Pax8’s Global Privacy Officer by submitting a request via Pax8’s Data Privacy Request via the Pax8 website.

10.4. The rights of Controller under this section shall only be exercised once per calendar year unless Controller reasonably believes Pax8 to be in material breach of its obligations under either this DPA or Data Protection Legislation.

11. Liability

11.1. The limits and exclusions on a Party’s liability set out in the Agreement shall apply to that Party’s liability under this DPA (and the Contractual Safeguards), provided that the foregoing shall not operate to limit or exclude a Party’s liability to a data subject under the Contractual Safeguards.

12. General

12.1. In the case of conflict between the terms of the Agreement and the terms of this DPA, the terms of the DPA shall take precedence. In the event of any conflict or inconsistency between this DPA and the Contractual Safeguards referenced therein, the latter shall prevail.

12.2. Amendments or additions to this DPA and its Appendix must be made in writing and agreed between the Parties to be effective. This shall also apply to amendments of this written form requirement. For the purposes of this section, the written form requirement includes signature by commercially acceptable electronic means but does not include email.

12.3. Should any provision of this DPA be or become invalid, this shall not affect the validity of the remaining terms.

12.4. Any obligations arising from statutory provisions or according to a judicial or regulatory decision shall remain unaffected by this DPA.

12.5. This Agreement shall be governed by the same law that is governing the Agreement between the Parties, save that to the extent the Personal Data is protected by a) the GDPR, the governing law shall be the Netherlands; and b) the Contractual Safeguards, which shall be governed by the law applicable pursuant to the applicable Contractual Safeguards.

Schedule 1: Details of Data Processing

Subject matter of the processing Such processing operations necessary for the performance of the obligations under the DPA.
Duration of the processingUnless the Personal Data is otherwise deleted by the Controller, the Term of the Agreement.
Location of the processingIn the locations where Pax8 has its entities and other jurisdictions as permitted by this DPA and the Agreement.
Nature and purpose of the processingPerformance of the obligations in the Agreement.
Type of Personal Data

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

  • First and last name
  • Title
  • Position
  • Employer
  • Contact information (company, email, phone, physical business address)
  • ID data
  • IP Address
  • Professional life data
  • Personal life data
  • Localisation data
Sensitive Personal DataNone.
FrequencyContinuous.
Categories of Data SubjectsMay include, but is not limited to Personal Data relating to the Controller’s employees, workers, contractors, consultants, directors, and authorised users.
Duration of processing and period for which Personal Data will be retainedFor as long as necessary to provide the products or services as described in the Agreement, as legally or contractually required, or upon receipt of the Controller’s written request for deletion.
Competent Supervisory AuthorityAs set out in section 12.5

Schedule 2: Pax8 Sub Processor List

Sub-processor Name Purpose for Processing Data Hosting Location
Acuity SchedulingProductivity and operationsPax8 Locations
Amazon Web Services, Inc.Productivity and operationsPax8 Locations
Atlassian, Inc.Business development, technical support and Partner Services.Pax8 Locations
BitTitan, Inc.Business development, technical support and Partner Services.Pax8 Locations
Box, Inc.Business development, technical support and Partner Services.Pax8 Locations
ConnectWise, LLC.Partner servicesPax8 Locations
Google LLCInfrastructure and operationsPax8 Locations
GoTo Technolgies USA, IncPartner support and successPax8 Locations
Microsoft Inc.Infrastructure and operationsPax8 Locations
Wrike, Inc.Productivity and operationsPax8 Locations
ServiceNow, Inc.Productivity and operationsPax8 Locations
SquareSpace, Inc (Acuity Scheduling)Productivity and operationsPax8 Locations

 

Schedule 3: Jurisdiction Specific Terms

EU:

1. Objection to Sub-processors. Controller may object in writing to Pax8’s appointment of a new Sub-processor within five (5) calendar days of receiving notice in accordance with section 4 of the DPA, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Pax8 will, at its sole discretion, either not appoint such Sub-processor, or permit Controller to suspend or terminate the affected Service in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Controller prior to suspension or termination).

2. Government data access requests. As a matter of general practice, Pax8 does not voluntarily provide government agencies or authorities (including law enforcement) with access to or information about Pax8 accounts (including Personal Data). If Pax8 receives a compulsory request (whether through a subpoena, court order, search warrant, or other valid legal process) from any government agency or authority (including law enforcement) for access to or information about a Pax8 account (including Personal Data) belonging to a Controller whose primary contact information indicates the Controller is located in the EU, Pax8 shall: (i) review the legality of the request; (ii) inform the government agency that Pax8 is a processor of the data; (iii) attempt to redirect the agency to request the data directly from Controller; (iv) notify Controller via email sent to Controller’s primary contact email address of the request to allow Controller to seek a protective order or other appropriate remedy; and (v) provide the minimum amount of information permissible when responding to the agency or authority based on a reasonable interpretation of the request. As part of this effort, Pax8 may provide Controller’s primary and billing contact information to the agency. Pax8 shall not be required to comply with this paragraph 2 if it is legally prohibited from doing so, or it has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual, public safety, or Pax8’s property, the Pax8 Site, or Service, but where Pax8 is legally prohibited from notifying Controller of requests it shall use its best efforts to obtain a waiver of the prohibition.

California:

1. Except as described otherwise, the definitions of: “controller” includes “Business”; “processor” includes “Service Provider”; “data subject” includes “Consumer”; “personal data” includes “Personal Information”; in each case as defined under the CCPA.

2. For this “California” section only, “Permitted Purposes” shall include processing Personal Data only for the purposes described in this DPA and in accordance with Controller’s documented lawful instructions as set forth in this DPA, as necessary to comply with applicable law, as otherwise agreed in writing, including, without limitation, in the Agreement, or as otherwise may be permitted for “service providers” under the CCPA.

3. If and to the extent that Pax8 processes any personal data relating to an end user of the Controller, or customer of the Controller within the scope of the CCPA, Pax8 acts as a Service Provider as defined in the CCPA. The Controller or discloses end user personal information to Pax8, if any, solely for: (i) a valid business purpose; and (ii) to permit Pax8 to provide the Services under the Agreement. Pax8 will not (i) sell the personal information, (ii) retain, use, or disclose the personal information for a commercial purpose other than providing the Services; or (iii) retain, use, or disclose the personal information outside of the provision of the Services to the Controller pursuant to the Agreement.

4. Pax8’s obligations regarding data subject requests, as described in section 6 (Data Subject Rights) of this DPA, extend to rights requests under the CCPA.

5. Notwithstanding any use restriction contained elsewhere in this DPA, Pax8 shall process Personal Data to perform the Service, for the Permitted Purposes and/or in accordance with Controller’s documented lawful instructions, or as otherwise permitted or required by applicable law.

6. Notwithstanding any use restriction contained elsewhere in this Schedule 3, Pax8 may de-identify or aggregate Personal Data as part of performing the Service specified in this DPA and the Agreement.

7. Where Sub-processors process the Personal Information of Controller contacts, Pax8 takes steps to ensure that such Sub-processors are Service Providers under the CCPA with whom Pax8 has entered into a written contract that includes terms substantially similar to this “California” section or are otherwise exempt from the CCPA’s definition of “sale”. Pax8 conducts appropriate due diligence on its Sub-processors.

Canada:

1. Pax8 takes steps to ensure that Pax8’s Sub-processors, as described in section 4 (Sub-processors) of the DPA, are third parties under PIPEDA, with whom Pax8 has entered into a written contract that includes terms substantially similar to this DPA. Pax8 conducts appropriate due diligence on its Sub-processors.

2. Pax8 will implement technical and organisational measures which can be found at https://www.pax8.com/en-us/terms/.

Schedule 4: Controller to Processor Clauses (2021) (“SCCs”)

(MODULE TWO: Controller-to-Processor)

Section I – Intro

Clause 1: Purpose and scope

(a) 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.

(b) The Parties:

(i) 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

(ii) 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”).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) 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

(a) 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.

(b) 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

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 – Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4: Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) 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: Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

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.

8.1 Instructions

(a) 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.

(b) 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 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

(a) 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.

(b) 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.

(c) 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.

(d) 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:

(i) 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;

(ii) 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;

(iii) 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

(iv) 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

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) 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.

(c) 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.

(d) 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.

(e)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

(a) 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 in accordance with section 4.1 of the Data Processing Addendum (“DPA”) to which these Clauses are appended, 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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

(a) 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.

(b) 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.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11: Redress

(a) 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.

(b) 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.

(c) 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:

(i) 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; (ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) 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.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) 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

(a) 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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.

(f) 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.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13: Supervision

(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: 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.

(b) 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

(a) 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.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) 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;

(ii) 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;

(iii) 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.

(c) 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.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) 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).

(f) 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

15.1 Notification

(a) 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:

(i) 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 (ii) 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.

(b) 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.

(c) 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 authorities, whether requests have been challenged and the outcome of such challenges, etc.).

(d) 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 suspensory authority on request.

(e) 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

(a) 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).

(b) 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.

(c) 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

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) 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).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) 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;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) 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 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.

(d) 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.

(e) 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

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 laws of The Netherlands.

Clause 18: Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of The Netherlands.

(c) 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.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

Annex I To The Standard Contractual Clauses

List of parties

Controller(s) (Data Exporter)Details/Descriptions
Name:The Customer as set in the Agreement
Address:Address listed in the Agreement
Contact person’s name, position and contact details:Contact information as listed in the Agreement
Activities relevant to the data transferred under these clauses:Activities relevant are designed in Schedule 1 of the DPA
Signature and date:As set out in the Agreement
Role (controller/processor):Controller
Processor(s) (Data Importer)Details/Descriptions
Name:Pax8
Address:Address as listed in the Agreement
Contact person’s name, position and contact details:Contact information as listed in the Agreement
Activities relevant to the data transferred under these clauses:Activities relevant are designed in Schedule 1 of the DPA
Signature and date:As set out in the Agreement
Role (controller/processor):Processor

Description of transfer

The following details are set out in See Schedule 1 (Details of the Data Processing) of the DPA

(a) Categories of data subjects

(b) Categories of personal data

(c) Sensitive data transferred (if applicable)

(d) Frequency of transfer

(e) Subject matter and nature of the processing

(f) Purpose of the processing:

(g) Duration of processing and period for which personal data will be retained:

Annex II To The Standard Contractual Clauses

Technical and organisational measures including technical and organisational measures to ensure the security of the data are set out here: https://www.pax8.com/en-us/terms/.

Annex III to the Standard Contractual Clauses

Details of Pax8’s sub-processors, the subject matter, and nature of their processing is set out in Schedule 2 of the DPA.

Schedule 5: UK International Data Transfer Addendum

Part 2: Mandatory Clauses

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

Start date  
The PartiesExporter (who sends the Restricted Transfer)Importer (who receives the Restricted Transfer)
Parties’ details

Full legal name: Customer, recipient of the Services

Trading name (if different):

Main address (if a company registered address): Address as listed in the Agreement

Official registration number (if any) (company number or similar identifier): Company number as listed in the Agreement

Full legal name: Pax8, provider of the Services

Trading name (if different):

Main address (if a company registered address): Address as listed in the Agreement

Official registration number (if any) (company number or similar identifier): Company number as listed in the Agreement

Key ContactContact information as listed in the AgreementContact information as listed in the Agreement
Signature (if required for the purposes of Section ‎2)N/AN/A

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

Date:

Reference (if any):

Other identifier (if any):

Or
the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:

ModuleModule in operationClause 7 (Docking Clause)Clause 11
(Option)
Clause 9a (Prior Authorisation or General Authorisation)Clause 9a (Time period)Is personal data received from the Importer combined with personal data collected by the Exporter?
1N/A     
2Yes N/AGeneral Auth10 days 
3N/A     
4N/A     

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:

Annex 1A: List of Parties: See Schedule 1 of the DPA

Annex 1B: Description of Transfer: See Schedule 1 of the DPA

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: Found at https://www.pax8.com/en-us/terms/.

Annex III: List of Sub-processors (Modules 2 and 3 only): See Schedule 2 of the DPA

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section ‎19:
Importer
Exporter
neither Party

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:

AddendumThis International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCsThe version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix InformationAs set out in Table ‎3.
Appropriate SafeguardsThe standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved AddendumThe template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎18.
Approved EU SCCsThe Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICOThe Information Commissioner.
Restricted TransferA transfer which is covered by Chapter V of the UK GDPR.
UKThe United Kingdom of Great Britain and Northern Ireland.
UK Data Protection LawsAll 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 GDPRAs defined in section 3 of the Data Protection Act 2018.

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:

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

b. its 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.

END

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