Data Processing Agreement

This Data Processing Agreement (“DPA”) is made effective as of the date signed by both parties (“Effective Date”) and is entered into between VoiceBase, Inc.(“VoiceBase” or “Processor”) and the customer identified in the table below (“Customer” or “Controller”). This DPA forms part of the Enterprise Subscription Agreement or similar binding agreement entered into between the parties (the “Agreement”). This DPA prevails over any conflicting term of the Agreement, but does not otherwise modify the Agreement. 

VoiceBase Customer:
Name:  Name:
Title:  Title:
Address:

VoiceBase, Inc.
530 7th Avenue, Floor M1
New York, NY 10018
Address:
Signature: Signature:
Date: Date:
  1. Definitions

    1. 1.1 Capitalized terms used but not defined in this DPA shall have the meaning given to them in the Agreement.

      1. Affiliate(s)” shall mean any entity(ies) owned, controlled, or commonly controlled by VoiceBase, which are included in the following URL linked HERE.

      2. Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” have the meaning given to them in the GDPR;

      3. Data Protection Laws” refers to Data Protection Directive 95/46/EC,  General Data Protection Regulation (EU) 2016/679 (“GDPR”),  e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), and their national implementations in the European Economic Area (“EEA”), Switzerland and the United Kingdom, each as applicable, and as may be amended or replaced from time to time;

      4. Data Subject Rights” means Data Subjects’ rights to information, access, rectification, erasure, restriction, portability, objection, and not to be subject to automated individual decision-making in accordance with Data Protection Law.

      5. Cross Border Transfer” means any transfer of Personal Data outside  the EEA or the United Kingdom;

      6. Personal Data” means any information, such as  Recording, Record, or File, that constitutes Personal Data, the Processing of which is subject to Data Protection Law, for which Customer or Customer’s customers are the Controller, and which is Processed by VoiceBase to provide the VoiceBase Services;

      7. Service(s)” means the services provided by Processor as agreed in the Agreement and excludes Processor services or products that are: (i) provided on a trial or early release basis, (ii) not generally available for licensing to Processor’s customers, (iii) or any third party products or services that integrate or interoperate with the Services.

      8. Subprocessor” means a Processor engaged by VoiceBase to Process Customer Personal Data. The Subprocessors engaged by VoiceBase are listed in the URL available here https://www.voicebase.com/subprocessors/; and

      9. Standard Contractual Clauses” refers to (a) the standard contractual clauses for the transfer of personal data in non-EU/EEA countries to processors established in third countries (Commission Decision (EU) 2021/914 of 4 June 2021, pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council of the European Union) as updated from time-to-time, as attached hereto as Exhibit A.

      10. Storage Period” means the period in which VoiceBase deletes and overwrites Personal Data contained within Recordings, Records, or Files on a rolling ninety (90) days basis from the date the Recordings and Machine Transcripts occurs.

      11. UK GDPR” shall have the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

  2. Scope and applicability

    1. 2.1 This DPA applies solely to the extent that VoiceBase Processes Controller’s Personal Data. The Controller hereby appoints VoiceBase as Processor to Process such Personal Data in accordance with this DPA. Customer is responsible for compliance with the requirements of Data Protection Law applicable to Controllers.The subject matter, nature and purpose of the Processing are described in the Agreement. In particular, VoiceBase will Process Customer Personal Data made available to VoiceBase via the VoiceBase API to create and make available to Customer the resulting Machine Outputs for the processed Inputs. The types of Customer Personal Data and categories of Data Subjects are set out in Appendix 1. VoiceBase will Process Customer Personal Data only for as long as necessary to provide the Services and as permitted under the Agreement.

    2. 2.2 If Customer is a Processor on behalf of other Controller(s), then Customer: is the single point of contact for VoiceBase; must obtain all necessary authorizations from such other Controller(s); undertakes to issue all instructions and exercise all rights on behalf of such other Controller(s); and is responsible for compliance with the requirements of Data Protection Law applicable to Processors.

    3. 2.3 Customer acknowledges that VoiceBase may Process Personal Data relating to the operation, support, or use of the Services for its own business purposes, such as billing, account management, data analysis, benchmarking, technical support, and product development. VoiceBase is the Controller for such Processing and will Process such data in accordance with Data Protection Law. 

  3. Instructions

    1. 3.1 VoiceBase will Process Customer Personal Data to provide the Services and in accordance with Customer’s documented instructions.

    2. 3.2 VoiceBase’s instructions are documented in this DPA, the Agreement, instructions received by VoiceBase via the VoiceBase API, and any applicable statement of work. 

    3. 3.3 Customer may reasonably issue additional instructions as necessary to comply with Data Protection Law. VoiceBase may charge a reasonable fee to comply with any additional instructions.

    4. 3.4 To the extent legally permissible by applicable law, VoiceBase will inform Customer if VoiceBase is subject to a legal obligation that requires VoiceBase to Process Customer Personal Data in contravention of Customer’s documented instructions.

  4. Personnel

    1. 4.1 VoiceBase will ensure that all personnel authorized to Process Customer Personal Data are subject to substantially similar confidentiality obligations contained in the Agreement.

  5. Security and Personal Data Breaches

    1. 5.1 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, VoiceBase will implement appropriate technical and organizational measures designed to ensure the protection of Customer Personal Data and compliance with the terms of this DPA as  listed in Annex II .

    2. 5.2 Customer acknowledges that the security measures in Annex II are appropriate in relation to the risks associated with Customer’s intended Processing, and will notify VoiceBase prior to any intended Processing for which VoiceBase’s security measures may not be appropriate.

    3. 5.3 VoiceBase will notify Customer without undue delay after becoming aware of a Personal Data Breach involving Customer Personal Data. If VoiceBase’s notification is delayed, it will be accompanied by reasons for the delay.

  6. Subprocessing

    1. 6.1 VoiceBase shall not subcontract its obligations under this Agreement without Controller’s prior authorization, which shall not be unreasonably withheld. Notwithstanding the foregoing, Controller hereby consents to and authorizes VoiceBase to engage the Sub-processors listed in the following URL:https://www.voicebase.com/subprocessors/. VoiceBase will use reasonable efforts to notify Controller of any changes concerning the addition or replacement of Sub-processors. In the event that Controller has a reasonable objection to a change, Controller will provide notice to VoiceBase within fourteen (14) calendar days of VoiceBase’s notice. Should the Controller not respond to VoiceBase in writing within such 14 day period, the proposed Sub-processor is deemed accepted. In case of Controller’s objection to the proposed Sub-processor, VoiceBase will then use commercially reasonable efforts to (a) make available a different Sub-processor, or (b) disable the new Sub-processor from processing Personal Data on behalf of Controller until Controller conducts its own due diligence on the new Sub-processor, which shall not exceed thirty (30) days. After such thirty day period, Controller will notify VoiceBase of its acceptance or ultimate rejection. If (i) VoiceBase is unable to comply with subsection (a), or (ii) if Controller rejects the new Sub-processor following its internal due diligence review in subsection (b) above, or (iii) the parties are unable to mutually agree on a change, Controller may terminate the applicable Service which cannot be provided by VoiceBase without the use of the objected-to new Sub-processor. VoiceBase will, after receipt of such notice of termination from Controller, refund to Controller any prepaid recurring fees covering the remainder of the term of such Order Form with respect to such terminated unused Service.

    2. 6.2 VoiceBase remains responsible for its Subprocessors and for their acts and omissions to the same extent that VoiceBase would be responsible for such acts or omissions under this DPA.

  7. Assistance

    1. 7.1 Taking into account the nature of the Processing, and the information available to VoiceBase, VoiceBase will assist Customer, including, as appropriate, by implementing technical and organizational measures, with the fulfillment of Customer’s own obligations under Data Protection Law to: (a) VoiceBase will  promptly notify Controller of any Data Subjects requests directly received by VoiceBase from Customer’s end user without undue delay; (b) conduct data protection impact assessments, and (c) prior consultations with Supervisory Authorities; and notify a Personal Data Breach.

    2. 7.2 VoiceBase may charge a reasonable fee for assistance under this Section 7. If VoiceBase is at fault, VoiceBase and Customer shall each bear their own costs related to assistance.

  8. Audit

    1. 8.1 VoiceBase must make available to Customer all information reasonably necessary to demonstrate compliance with the obligations of this DPA and allow for and contribute to audits, including inspections, as mandated by a Supervisory Authority or reasonably requested by Customer and performed by an independent auditor as agreed upon by Customer and VoiceBase. To the extent that the information provided by VoiceBase is not sufficient to demonstrate such compliance, subject to audit right limitations contained in the Agreement (if any), VoiceBase shall permit Controller and/or a third-party auditor to review and audit, at its sole cost and expense VoiceBase’s systems used to provide the Services solely to the extent legally required to demonstrate such compliance.

    2. 8.2 VoiceBase and Customer each bear their own costs related to an audit.

    3. 8.3 VoiceBase shall conduct an independent third-party audit of its information security program and provide such audit findings to the Controller (“VoiceBase Audit”) upon request. The VoiceBase Audit shall include: (i) an audit of its security policies, practices, and procedures; (ii) a vulnerability scan of VoiceBase’s systems that are used in any way, or that interact with systems used in any way, to receive, use, process, maintain, transmit, store, or dispose of Personal Data; (iii) a formal penetration test of VoiceBase’s systems that are used to receive, use, process, maintain, transmit, store, or dispose of Personal Data. VoiceBase shall provide Controller with a high level summary of the VoiceBase Audit upon request. The results of any audits permitted under this Section 8 will remain the confidential information of VoiceBase.

    4. 8.4 Any audits or inspections permitted by Section 8.1 shall be subject to Controller (i) executing commercially reasonable confidentiality protections protecting VoiceBase’s information, (ii) providing VoiceBase with reasonable prior written notice of its intent to perform such audit, (iii) exercising such right no more than one (1) time per calendar year, and (iv) mutually agreeing to the scope of such audit with VoiceBase.

  9. Cross Border Transfers 

    1. 9.1 Customer hereby authorizes VoiceBase to perform  Cross Border Transfers to any country deemed adequate by the EU Commission; on the basis of appropriate safeguards in accordance with Data Protection Law such pursuant to Appendix 1 (Description of the Processing Standard), Appendix 2 (Security Measures) to the Standard Contractual Clauses. Any transfer of personal data outside of the European Economic Area shall be in accordance with the Data Protection Laws. Controller hereby consents to such transfer, access and processing: (a) in any third country approved by Commission Decision 2000/518/EC of 26 July 2000 as providing adequate protection for personal data by the European Commission from time to time, which at the date of this Agreement include Andorra, Argentina, Canada, Faroe Islands, Guernsey, Israel, Isle of Man, Japan,, Jersey, New Zealand, Republic of Korea, Switzerland, the United Kingdom and Uruguay, (b) in compliance with the Data Importer’s obligations set out in the Clauses for the transfer of personal data to data processors established in third countries set out in the Commission Decision (EU) 2021/914 of 4 June  2021, pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council of the European Union, which are hereby incorporated into and form part of this Agreement, and (c) in Australia..

    2. 9.2 For any transfers that are subject to the UK GDPR, the parties hereby agree to supplement Exhibit A to this DPA, containing the Standard Contractual Clauses, with The International Data Transfer Addendum issued by the United Kingdom Information Commissioner under S119(1) Data Protection Act 2018 set forth as Exhibit B to this DPA (“UK Addendum”). Any reference in this DPA to the Standard Contractual Clauses shall henceforward refer to the Standard Contractual Clauses together with the UK Addendum for the purposes of Personal Data subject to UK GDPR. 

    3. 9.3 If VoiceBase’s compliance with Data Protection Law applicable to Cross Border Transfers is affected by circumstances outside of VoiceBase’s control, including if a legal instrument for Cross Border Transfers is invalidated, amended, or replaced, then Customer and VoiceBase will work together in good faith to reasonably resolve such non-compliance.

  10. California Consumer Privacy Act (CCPA)

    1. 10.1 If VoiceBase collects Personal Information (as defined in under the CCPA) from California residents on Controller’s behalf pursuant to providing the Services, then each party agrees that it will comply with its respective obligations under the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 to 1798.199 (as amended) (“CCPA”). Specifically, the parties acknowledge and agree that (a) Controller determines the purposes and means of VoiceBase’s collection of Personal Information; (b) VoiceBase is a Service Provider (as defined in the CCPA), and Controller is defined as a Business in the CCPA; and (c) VoiceBase will, to the extent required by the CCPA, assist with any reasonable request made by Controller for assistance in complying with a Consumer’s rights under the CCPA, VoiceBase makes available to Controller, and encourages Controller to utilize the following features: data masking of specified data sets in transcripts; and (ii) encryption at rest of transcripts;.

  11. Notifications

    1. 11.1 Customer will send all notifications, requests and instructions under this DPA to VoiceBase’s Data Protection Officer via email to privacy@voicebase.com.

  12. Liability

    1. 12.1 Where VoiceBase has paid damages or fines, VoiceBase is entitled to claim back from Customer that part of the compensation, damages or fines, corresponding to Customer’s part of responsibility for the damages or fines.

  13. Deletion Post Termination

    1. 13.1 This DPA will automatically terminate upon the termination of the Agreement.

    2. 13.2 Unless required or permitted by applicable law, VoiceBase will delete all of Customer Personal Data in accordance with VoiceBase Storage Period upon termination of the Agreement.

  14. Modification of this DPA

    1. 14.1 This DPA may only be modified by a written amendment signed by both VoiceBase and Customer.

  15. Invalidity and severability

    1. 15.1 If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

  16. Governing Law. Notwithstanding anything to the contrary in the Agreement, this DPA shall be governed in all respects, including validity, interpretation and effect, by the laws of England and Wales and the exclusive venue shall be in the courts of England and Wales. If the Controller chooses to avail itself of any rights under the CCPA, the choice of law and forum under Section 11.5 of the Agreement and this Section 16 shall not apply. The application of the UN Convention on Contracts for International Sale of Goods is expressly excluded.

Exhibit A

Standard Contractual Clauses

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)1 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 1(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 1(A) (hereinafter each “data importer”)
    3. 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); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
    3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
    4. Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: 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, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
  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

  1. 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).
  2. 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).
  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
  1. 16.1 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.

  1. 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.
  1. 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.

  1. 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.

  1. 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.

  1. 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).

  1. 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.
  1. 9.7 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).

  1. 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 Union4 (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 benefiting 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.

  1. 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

  1. 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 fourteen (14) 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.8 The Parties agree that, by complying with this Clause, the data importer fulfills 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 fulfill 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 inlaw 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

  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.
  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

  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

  1. Supervision [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 behavior 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

  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 safeguards12;
    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

  1. 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.
  1. 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.
  1. 16.2 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

  1. a) 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 law of England and Wales.

Clause 18

  1. b) Choice of forum and jurisdiction

  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 England and Wales.
  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.

The Parties agree to submit themselves to the jurisdiction of such court.

APPENDIX

 ANNEX I

  1. A. List of Parties
  1. 1. Data exporter(s):  

Name, Address and Contact Details: As specified in the Agreement

Activities relevant to the data transferred under these Clauses: Data processing for the performance of the Agreement

Signature and date: As of the Effective Date of the Agreement

Role: Controller

  1. 2. Data importer(s): 

Name and Address: As specified in the Agreement

Contact details: privacy@voicebase.com

Activities relevant to the data transferred under these Clauses: Data processing for the performance of the Agreement

Signature and date: As of the Effective Date of the Agreement

Role: Processor

B. Description of Transfer 

Categories of data subjects whose personal data is transferred 

The Customer Personal Data Processed concern the following categories of Data Subjects (please specify):

# Category
1 Users of Customer’s products and services that integrate the VoiceBase API.
2. Any other Data Subjects whose Personal Data is submitted to the Services.
   
   

Categories of personal data transferred

The Customer Personal Data Processed concern the following categories of data (please specify):

# Category
  Any personal data (within the meaning of the Data Protection Laws) transferred by a Data Subject (i.e. Controller’s customer/end-user) to the Controller in the course of such customer/end-user communicating with the Controller regarding business, products, services and similar items offered by the Controller.
   
   
   

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.

The Customer Personal Data Processed concern the following special categories of data (please specify):

# Category
  It is not the intent of the parties to collect and process sensitive data.
   

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

On an as-needed basis to perform the Agreement. 

Nature of the processing 

To enable ongoing discussions between the Controller and its customers and other end users and to record such discussions, where applicable, all in accordance with the Agreement.

      Purpose(s) of the data transfer and further processing

The Customer Personal Data will be subject to the following basic Processing activities (please specify):

# Operation
  Certain functions of the VoiceBase API and Services, for example machine transcription, keyword and topic extraction, classification and detection, Categorization, and the computation of metrics, optionally with the storage of the resulting Outputs in one or more repositories for analysis and reporting
   
   
   

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

For the Storage Period as defined in the DPA. 

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

The sub-processors will process personal data as necessary in accordance with the Agreement. Names of the sub-processors used for the provision of the Services and their country of location are available at  https://www.voicebase.com/subprocessors/ or, where applicable, in the Agreement. 

C. COMPETENT SUPERVISORY AUTHORITY

1. The supervisory authority applicable to the data exporter by data exporter’s location or registration. Name and contact details of such supervisory authority to be disclosed by the data exporter without undue delay upon data importer’s request.

2. The data importer is subject to the Dutch Data Protection Authority (Autoriteit persoonsgegevens).

ANNEX II –  TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

VoiceBase will implement the following types of security measures:

  1. Physical access control

    Technical and organizational measures to prevent unauthorized persons from gaining physical access to the data processing systems available in premises and facilities (including databases, application servers and related hardware), where Customer Personal Data are Processed, include:

    • Establishing secure areas, restriction of access paths; 
    • Establishing access authorizations for employees and third parties;
    • Access control systems; 
    • Security staff;
    • Surveillance facilities, video/CCTV monitor, alarm systems; and
    • Securing decentralized data processing equipment and personal computers.
  2. Virtual access control 

    Technical and organizational measures to prevent data processing systems from being used by unauthorized persons include:

    • User identification and authentication procedures, including two-factor authentication;
    • ID/password security procedures (special characters, minimum length, change of password); and
    • Monitoring of break-in-attempts and automatic disabling of the user ID upon several erroneous passwords attempts.
  3. Data access control 

    Technical and organizational measures to ensure that persons entitled to use a data processing system gain access only to such Customer Personal Data in accordance with their access rights, and that Customer Personal Data cannot be read, copied, modified or deleted without authorization, include:

    • Internal policies and procedures;
    • Control authorization schemes;
    • Differentiated access rights (profiles, roles, transactions and objects); 
    • Monitoring and logging of accesses;
    • Disciplinary action against employees who access Customer Personal Data without authorization;
    • Reports of access; and
    • Data access, change, and deletion procedures.
  4. Disclosure control 

    Technical and organizational measures to ensure that Customer Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage, include:

    • Encryption/tunneling;
    • Intrusion detection;
    • Logging; and
    • Transport security.
  5. Data Integrity control 

    Technical and organizational measures to monitor whether Customer Personal Data have been entered, changed or removed (deleted), and by whom, from data processing systems, include:

    • Logging and reporting systems; and
    • Audit trails and documentation.
  6. Control of instructions 

    Technical and organizational measures to ensure that Customer Personal Data are Processed solely in accordance with the instructions of the Controller include: 

    • Unambiguous wording of the contract; and
    • Automation of control instructions via the VoiceBase API.
  7. Availability control 

    Technical and organizational measures to ensure that Customer Personal Data are protected against accidental destruction or loss (physical/logical) include: 

    • Backup procedures;
    • Duplication/Mirroring of systems and data; and
    • Disaster recovery systems and processes.
  8. Separation control 

    Technical and organizational measures to ensure that Customer Personal Data collected for different purposes can be Processed separately include: 

    • Segregation of functions (production/testing); and
    • Procedures for storage, amendment, deletion, transmission of data for different purposes.

ANNEX III- LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors: https://www.voicebase.com/subprocessors/.    

EXHIBIT B 

UK Addendum 

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses 

(Version B1.0, in force 21 March 2022)

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

Part 1: Tables

Table 1: Parties

Start date This Addendum will take effect on the Amendment Effective Date. 
The Parties Exporter (who sends the Restricted Transfer) Importer (who receives the Restricted Transfer)
Parties’ details Customer (see signature section for further details)  VoiceBase(see signature section for further details) 
Key Contact See signature section for further details See signature section for further details

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs The version of the Approved EU SCCs which this Addendum is appended to as set in Exhibit A of the DPA.

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: As per Table 1 above.    
Annex 1B: Description of Transfer: See Exhibit A of the DPA.      
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Exhibit A of the DPA.       
Annex III: List of Sub processors (Modules 2 and 3 only): See Exhibit A 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

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:

Addendum This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix Information As set out in Table ‎3.
Appropriate Safeguards The 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 Addendum The 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 SCCs The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO The Information Commissioner.
Restricted Transfer A transfer which is covered by Chapter V of the UK GDPR.
UK The United Kingdom of Great Britain and Northern Ireland.
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 As 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 benefiting 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.