Data Processing Addendum Guide.

This Data Processing Addendum (“DPA”) forms part of the Order Form between Relocity, Inc. (“Relocity”) and the Client identified in the applicable Order Form (“Client”) for the access to or use of Relocity websites, web and mobile applications, and any of the products or services owned, operated, or controlled by Relocity, including, without limitation, the Relocity XP Platform (collectively, the “Services”) to reflect the parties’ agreement with regard to the Processing of Personal Data. Each reference to this DPA includes its Schedules and Appendices.

1. DEFINITIONS

Capitalized terms used in this DPA will have the meanings indicated on Schedule 1 to this DPA. Any terms that are not expressly defined in this DPA will have the meanings given to them in the Agreement.

2. PROCESSING OF PERSONAL DATA

2.1 Roles of the Parties.

The parties acknowledge and agree that with regard to the Processing of Personal Data, Client is the Controller, Relocity is the Processor, and that Relocity will engage Sub-Processors subject to the terms of this DPA.

2.2 Client’s Processing of Personal Data.

Client will, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws, including any applicable requirement to provide notice to Data Subjects of Client’s use of Relocity as a Processor. Client is solely responsible for the accuracy, quality, and legality of Personal Data and the means by which Client acquired Personal Data. Client’s instructions to Relocity for the Processing of Personal Data must comply with Data Protection Laws.

2.3 Relocity’s Processing of Personal Data.

Relocity will treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Client’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and the applicable Service Orders; (ii) Processing initiated by Authorized Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Client where such instructions are consistent with the terms of the Agreement and Data Protection Laws. The Services are subject to Relocity’s Privacy Policy.

2.4 Details of the Processing.

The details of Processing Personal Data by Relocity in its performance of the Services pursuant to the Agreement, including, without limitation, the subject matter, duration, and purpose of the Processing, the types of Personal Data Processed, and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 to this DPA.

3. DATA SUBJECT RIGHTS

3.1 Data Subject Request.

Relocity shall, to the extent legally permitted, promptly notify Client if Relocity receives any communication from a Data Subject regarding the Processing of Personal Data or any Data Subject request to exercise rights under Data Protection Laws (each a “Data Subject Request”).

3.2 Cooperation and Response.

Relocity will provide necessary and appropriate technical and organizational measures in the Services, to the extent possible, to enable Client to respond to a Data Subject Request under Data Protection Laws. To the extent Client does not have the ability to address a Data Subject Request in its use of the Services, Relocity will, upon Client’s request in writing and at Client’s expense, provide reasonable assistance to Client to respond to such Data Subject Request in compliance with Data Protection Laws, to the extent Relocity is legally permitted to do so.

4. RELOCITY PERSONNEL

4.1 Confidentiality.

Relocity shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities, and have executed written confidentiality agreements or are otherwise bound by confidentiality obligations.

4.2 Reliability.

Relocity shall take commercially reasonable steps to ensure the reliability of any Relocity personnel engaged in the Processing of Personal Data.

4.3 Limitation of Access.

Relocity shall ensure that Relocity’s access to Personal Data is limited to those personnel with a need to know in rendering the Services in accordance with the Agreement.

4.4 Privacy Contact.

Any questions or concerns with respect to this DPA or Relocity’s data security and privacy policies shall be directed to Relocity’s then-current privacy contact set forth on the signature page to this DPA, or such other position designated by Relocity in writing from time to time.

5. SUB-PROCESSORS

5.1 Appointment of Sub-Processors.

Client provides general authorization to Relocity’s use of Sub-Processors in connection with the provision of the Services in compliance with this DPA. Client expressly consents to the current Sub-Processors for the Services set forth on the Sub-Processor List as of the Effective Date. Relocity has entered into a written agreement with each Sub-Processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Personal Data to the extent applicable to the nature of the Services provided by such Sub-Processor.

5.2 Notification of New Sub-Processors.

Relocity shall provide Client with advanced written notification of any new Sub-Processor(s) and the opportunity to object before authorizing any new Sub-Processor(s) to Process Personal Data in connection with the provision of the applicable Services. All notifications of the new Sub-Processors are delivered via email to Client’s email address for privacy notifications set forth below Client’s signature on this DPA.

5.3 Objection Right for New Sub-Processors.

Client may object to Relocity’s use of a new Sub-Processor by notifying Relocity promptly in writing within ten (10) days after receipt of Relocity’s notice in accordance with Section 5.2. Client’s objection must identify the applicable Sub-Processor, explain the detailed reason(s) for objection, and be sent to privacy@relocity.com. If Client objects to a new Sub-Processor, Relocity will use reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-Processor without unreasonably burdening Client. If Relocity is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Client may terminate the applicable Order Form with respect only to those Services which cannot be provided by Relocity without the use of the objected-to new Sub-Processor by providing written notice to Relocity. Relocity will refund Client any prepaid fees covering the remainder of the term of such Order Form following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Client.

5.4 Liability.

Relocity shall be liable for the acts and omissions of its Sub-Processors to the same extent Relocity would be liable if performing the services of each Sub-Processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

6. SECURITY

Relocity will implement and maintain reasonable and appropriate technical and organizational measures for the security, confidentiality, and integrity of Personal Data appropriate to the risk and nature of the Personal Data, as applicable, taking into account (i) the state of the art, (ii) the costs of implementation, (iii) the nature, scope, context, and purposes of Processing, and (iv) the risk of varying likelihood and severity for the rights and freedoms of natural persons. Relocity regularly monitors compliance with these measures. Relocity will not materially decrease the overall security of the Services during the term of the Agreement.

7. PERSONAL DATA BREACH

Relocity will notify Client without undue delay (and in no event later than 48 hours) after becoming aware of or reasonably suspecting a Personal Data Breach with sufficient information that allows Client to meet any obligations to report a Personal Data Breach under Data Protection Laws. Relocity shall make reasonable efforts to identify the cause of such Personal Data Breach and take those steps as Relocity deems necessary and reasonable in order to remediate the cause of such a Personal Data Breach to the extent the remediation is within Relocity’s reasonable control. Relocity will not be responsible for any Personal Data Breach caused by Client or Client’s Authorized Users.

8. RETURN AND DELETION OF PERSONAL DATA

Relocity will return Personal Data to Client upon written request or delete Personal Data in accordance with Relocity’s data retention procedures two years after the earlier of (i) the date of completion of the Services rendered to the applicable Authorized User to which the Personal Data pertains or (ii) the expiration or termination of the Agreement (the “Retention Period”), unless otherwise required by Data Protection Laws, stated in the Agreement, or directed by Client in writing prior to the expiration of the Retention Period. Notwithstanding the foregoing, Relocity may retain Personal Data to the extent required or permitted by applicable laws for such period as required or permitted by applicable laws, provided that Relocity ensures the confidentiality and security of such Personal Data and such Personal Data is only Processed as necessary for the purposes specified in the applicable laws and for no other purpose.

9. LIMITATION OF LIABILITY

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort, or under any other theory of liability, is subject to the “Limitations of Liability” section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and this DPA together, not individually and severally.

10. EUROPEAN SPECIFIC PROVISIONS

10.1 GDPR and UK GDPR.

Relocity will Process Personal Data in accordance with the GDPR and UK GDPR requirements directly applicable to Relocity's provision of its Services.

10.2 Data Protection Impact Assessment.

Upon Client’s request, Relocity will provide Client with reasonable cooperation and assistance needed to fulfill Client’s obligation under the GDPR and UK GDPR to carry out a data protection impact assessment related to Client’s use of the Services, to the extent Client does not otherwise have access to the relevant information and to the extent such information is available to Relocity.

10.3 Transfer Mechanisms for Restricted Transfers.

Relocity may not Process EU Personal Data or UK Personal Data in a Third Country, without Client’s prior written consent. Client acknowledges that Relocity is established in the United States and hereby consents to Relocity’s Processing of Personal Data in the United States subject to compliance with Data Protection Laws. To the extent Relocity Processes any EU Personal Data or UK Personal Data in a Third Country (in each case an “Restricted Transfer”), Relocity and Client agree to comply with the obligations set forth in the Standard Contractual Clauses, which are incorporated herein by reference, unless the parties agree in writing that an alternative safeguard or derogation as determined by applicable Data Protection Laws applies.

10.4 Standard Contractual Clauses.

With respect to any Restricted Transfer, Client (as “data exporter”) and Relocity (as “data importer”) hereby enter into the Standard Contractual Clauses set forth in Schedule 3 to this DPA, subject to the terms of this Section 10.4. The parties agree the following options available in the Standard Contractual Clauses have been chosen:

Clause 7: the optional docking clause is included;

Clause 9(a): Option 2 is included; the data exporter gives general written authorization for sub-processors and the data importer is required to provide as least 10 days’ notice of any change to the list;

Clause 11: the optional clause allowing data subjects to lodge a complaint with an independent dispute resolution body is removed;

Clause 13(a): the appropriate option for supervisory authority applies based on the information set forth on the signature page to this DPA.

Clause 17: Option 1 is included; the Standard Contractual Clauses are governed by Irish law;

Clause 18(b): the EU Member State where any dispute arising from the Standard Contractual Clauses shall be resolved is the courts of the jurisdiction stipulated in the Agreement, unless this is not an EU Member State in which case it shall be Ireland; and

Annex 1: Part A shall be deemed completed with the information set forth on the signature page to this DPA.

10.5 Conflicts.

In the event of any conflict or inconsistency between the body of this DPA and any of its Schedules (not including the Standard Contractual Clauses) and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

10.6 Additional Safeguards.

Relocity is not an “electronic communication service provider” subject to Section 702 of the Foreign Intelligence Surveillance Act (FISA), although some necessary Sub-Processors may be. In addition to terms of the Standard Contractual Clauses, Relocity will: (i) encrypt all Personal Data both at rest and in-transit using industry accepted cryptography standards such as AES-256 bit or stronger; (ii) not voluntarily assist any Government Authority’s surveillance activities unless legally compelled to do so; (iii) challenge surveillance processes or requests for disclosure of Personal Data that are not subject to judicial oversight or redress, including without limitation Section 702 of the Foreign Intelligence Surveillance Act, Executive Order 12333 and Section 215 of the Patriot Act, unless legally prohibited from doing so; and (iv) promptly inform Client if Relocity cannot comply with the Standard Contractual Clauses or these Additional Safeguards, as soon as it is aware, in which case Client may suspend applicable Restricted Transfers of Personal Data and is entitled to terminate the affected Service Orders.

10.7 Client Affiliates.

To the extent (i) the Agreement has been entered into by any Client Affiliate, or (ii) any Client Affiliate acts as a “data exporter” in respect of a Restricted Transfer, Client hereby represents and warrants that Client has been duly and effectively authorised by each such Client Affiliate to bind such Client Affiliate by executing this DPA on its behalf, to vary the Agreement on the terms set out in this DPA, and to enforce this DPA, including the Standard Contractual Clauses, and the Agreement on the Client Affiliate’s behalf. In the absence of such authority, Client represents and warrants that it will promptly arrange for the relevant Client Affiliate to become a co-signatory to this DPA and will promptly notify Relocity accordingly. In the absence of such Client Affiliate becoming a co-signatory, Client further accepts responsibility and liability for such Client Affiliate’s full compliance with the Client’s obligations arising in connection with this DPA (including those under the Standard Contractual Clauses where a Restricted Transfer occurs).

10.8 Relocity Affiliates.

To the extent (i) the Agreement has been entered into by any Relocity Affiliate, or (ii) any Relocity Affiliate acts as a “data importer” in respect of a Restricted Transfer, Relocity hereby represents and warrants that Relocity has been duly and effectively authorised by each such Relocity Affiliate to bind such Relocity Affiliate by executing this DPA on its behalf, to vary the Agreement on the terms set out in this DPA, and to enforce this DPA, including the Standard Contractual Clauses, and the Agreement on the Relocity Affiliate’s behalf. In the absence of such authority, Relocity represents and warrants that it will promptly arrange for the relevant Relocity Affiliate to become a co-signatory to this DPA and will promptly notify Client accordingly. In the absence of such Relocity Affiliate becoming a co-signatory, Relocity further accepts responsibility and liability for such Relocity Affiliate’s full compliance with the Relocity’s obligations arising in connection with this DPA (including those under the Standard Contractual Clauses where a Restricted Transfer occurs).

10.9 Changes.

In the event that the Standard Contractual Clauses are amended, replaced, or repealed by the European Commission or under Data Protection Laws, the parties shall work together in good faith to enter into any updated version of the Standard Contractual Clauses or negotiate in good faith a solution to enable a transfer of Personal Data to be conducted in compliance with Data Protection Laws.

11. UNITED STATES SPECIFIC PROVISIONS

11.1 CCPA.

When providing Services to Client under the Agreement, Relocity acts solely as a “service provider” under the CCPA. Relocity shall not retain, use, or disclose a consumer's personal information (as defined by CCPA) for any purpose, including any commercial purpose, other than for the specific purpose of performing the services specified in the Agreement, or as otherwise permitted by the CCPA.

12. SCHEDULES

Schedule 1: Definitions

Schedule 2: Details of the Processing

Schedule 3: Standard Contractual Clauses

[Signature Page Follows]

PRIVACY NOTIFICATIONS:

Email: privacy@relocity.com

SCHEDULE 3, ANNEX 1.A. LIST OF PARTIES

DATA EXPORTER(S)

Shall be the same entity, individual and email indicated on the Order Form.

DATA IMPORTER(S)

Name: Relocity, Inc. and/or any Relocity Affiliate which is a data processor of personal data transferred from the data exporter pursuant to the Agreement and a party to the Agreement or the provider of the Services to the data exporter. Relocity Affiliates may include Relocity Ireland Limited, Relocity UK Limited, Relocity Singapore Pte. Ltd., and Relocity Germany GmbH

Address: 10250 Constellation Blvd. #100, Los Angeles, CA 90067

Contact person’s name, position, and contact details: Rocky Demoff, CTO, privacy@relocity.com

SCHEDULE 3, ANNEX 1.C. COMPETENT SUPERVISORY AUTHORITY

Client represents that one of the following is applicable, and if not has so informed Relocity in writing:

Data exporter is established in an EU Member State of and the Supervisory Authority of that state shall act as competent supervisory authority.

Data exporter is not established in an EU Member State but has appointed a representative pursuant to Article 27(1) of the GDPR based in an EU Member State and the Supervisory Authority of that state shall act as competent supervisory authority.

Data exporter is not established in an EU Member State and has not appointed a representative pursuant to Article 27(1) of the GDPR in an EU Member State, and therefore, the parties agree that the The Data Protection Commission (DPS) in Ireland shall act as competent supervisory authority.

SCHEDULE 1 – DEFINITIONS

“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.

“Authorized Users” means individuals who have been authorized by Client to access, use, or manage the Services and otherwise as defined in the Agreement.

“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100 et seq., as amended, and it implementing regulations.

“Client” means the entity that executed the Agreement and this DPA together with its Affiliates (for so long as they remain Affiliates) which have executed a Service Order or otherwise utilize the Services.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data, including, without limitation, any “controller” as that term is defined by the GDPR, any qualified “business” as that term is defined by the CCPA, or similar terminology in Data Protection Laws, as applicable.

“Data Protection Laws” means all privacy and data protection laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states (e.g. GDPR), Switzerland, the United Kingdom, and the United States and its states (e.g. CCPA), applicable to the Processing of Personal Data under the Agreement.

“Data Subject” means the identified or identifiable natural person to whom Personal Data relates, including, without limitation, any “data subject” as that term is defined by the GDPR, any “consumer” as that term is defined by the CCPA, or similar terminology in Data Protection Laws, as applicable.

“EU Personal Data” means any Personal Data to which Data Privacy Laws of the European Union (“EU”) or a member state of the European Union or European Economic Area (“EEA”) are applicable.

“GDPR” means the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Government Authority” means any federal, state, or local law enforcement authority, regulator, or governmental department, agency, or court in any applicable jurisdiction.

“Personal Data” means any information relating to an identified or identifiable Data Subject where such information is protected under applicable Data Protection Laws, including, without limitation, any “personal data” as that term is defined by the GDPR, any “personal information” as that term is defined by the CCPA, or similar terminology in Data Protection Laws, as applicable.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Personal Data transmitted, stored or otherwise Processed, including, without limitation, any “personal data breach” as that term is defined by the GDPR, any breach of this DPA, or any breach of the data protection or security provisions of the Agreement.

“Privacy Policy” means Relocity’s privacy policy applicable to the Services, as updated from time to time, and accessible at https://relocity.com/privacy/ or otherwise made reasonably available.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, including, without limitation, any “processing” as that term is defined by the GDPR or the CCPA or similar terminology in Data Protection Laws, as applicable.

“Processor” means the entity which Processes Personal Data on behalf of the Controller, including, without limitation, any “processor” as that term is defined by the GDPR, any “service provider” as that term is defined by the CCPA, or similar terminology in Data Protection Laws.

“Protected Area” means:

with respect to EU Personal Data, the member states of the EU and the EEA and any country, territory, sector or international organization in respect of which an adequacy decision under Article 45 GDPR is in force; and

with respect to UK Personal Data, the United Kingdom and any country, territory, sector or international organization in respect of which an adequacy decision under United Kingdom adequacy regulations is in force.

“Relocity” means Relocity, Inc. as a party to the Agreement and this DPA.

“Services” means the services provided by Relocity in accordance with the terms of the Agreement.

“Standard Contractual Clauses” means:

with respect to EU Personal Data, the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council set out in European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, Module 2 (Transfer Controller to Processor) including the populated Annexes, as the same are revised or updated from time to time by the European Commission (the “EU Standard Contractual Clauses”), set out in Schedule 3, and incorporated herein by reference; and

with respect to UK Personal Data, the International Data Transfer Addendum to the EU Standard Contractual Clauses, issued by the Information Commission and laid before Parliament in accordance with s.119A of the Data Protection Act 2018 on 2 February 2022, located at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf (“UK Addendum”), incorporated herein by this reference as though it was set out in full in this DPA.

“Sub-Processor” means any third-party Processor engaged by Relocity.

“Sub-Processor List” means Relocity’s list of Sub-Processors applicable to the Services, as updated from time to time, and accessible at https://relocity.com/subprocessors or otherwise made reasonably available.

“Supervisory Authority” means an independent public authority which is established by an EU Member State

pursuant to the GDPR.

“Third Country” means any country or territory outside of the Protected Area.

“UK GDPR” means the GDPR as applicable as part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended and/or replaced from time to time)

“UK Personal Data” means any Personal Data to which the Data Privacy Laws of the United Kingdom are applicable.

SCHEDULE 2 – DETAILS OF THE PROCESSING

Nature and Purpose of Processing

Relocity renders destination services by connecting relocating employees with a local, on-demand, personal concierge via mobile technology. Relocity will Process Personal Data as necessary to perform the Services pursuant to the Agreement and as further instructed by Client in its use of the Services.

Duration of Processing

Subject to Section 8 of the DPA, Relocity will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects

Client and its Authorized Users may submit Personal Data to the Services, the extent of which is determined and controlled by Client or its Authorized Users, as the case may be, in its and their sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

• Employees, contractors, agents, advisors, freelancers of Client (who are natural persons)

· Authorized Users

Type of Personal Data

Client and its Authorized Users may submit Personal Data to the Services, the extent of which is determined and controlled by Client or its Authorized Users, as the case may be, in its and their sole discretion, and which may include, but is not limited to the following categories of Personal Data:

● Authorized User Information

o Name

o Age

o Address

o Email Address

o Phone Number

o Social Security Number

o Driver’s License ID Number

o Passport Number

o User Name

o Password

o PIN

o URL

o IP Address

● Financial Account Information

o Bank Account Number

o Bank Routing Number

o Credit/Debit Number

o Credit/Debit CVV

o Credit/Debit Expiration Date

● Services Information

o Reference ID (e.g. Employee ID / Authorization Reference Number)

o Housing

o Employee Status (Pre-Hire, New Hire, Existing)

o Origin Location

o Destination Country

o Destination Region (e.g. State)

o Destination Locality (e.g. City/Town)

o Destination Date

o Number of Dependents (i.e. children under 17)

● Client and Employment Information

o Company Name

o Hiring Manager

o Job Title

o Wage Details

o Cost Center / Department / General Ledger Account

o Policy ID (i.e. Program Type)

o Lump Sum Amount

o Country of Bank Account

o Transferee’s Tax Filing Status

o Transferee’s Previous Year Earnings

Relocity does not knowingly Process “Special Categories of Personal Data” or “Sensitive Personal Data,” which for the sake of clarity means Personal Data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, or the processing of data concerning genetic, biometric, health, sex life or sexual orientation.

SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES

MODULE TWO: TRANSFER CONTROLLER TO PROCESSOR

SECTION I

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)[1] for the transfer of 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 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9(a), (c), (d) and (e);

(iv) Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) 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[2] (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 at least 10 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.

(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.[3] 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) The appropriate option for supervisory authority applies based on the information set forth in the DPA:

[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;[4]

(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 authority/ies, 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 supervisory 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 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.

(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 law of Ireland.

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 choice of jurisdiction stipulated in the Agreement, unless it’s not an EU Member State, in which case it shall be Ireland.

(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.

APPENDIX

EXPLANATORY NOTE:

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

ANNEX I

A. LIST OF PARTIES

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

Name: Client and/or any Client Affiliate based in the European Economic Area (EEA) and/or the UK which is a data controller of personal data which is transferred to the data importer pursuant to the Agreement.

Address: As stated in the DPA.

Contact person’s name, position and contact details: As stated in the DPA.

Activities relevant to the data transferred under these Clauses: To the extent necessary for the provision of the Services under the Agreement, including, without limitation: collection, recording, hosting, storage, transfer, analysis, reporting, deletion, pseudonymization, anonymization, machine learning, research, product development, legal claims, legal requests, legal compliance, contractual obligations, security, and other processing activities which are necessary for Relocity to provide the services to Client under the Agreement.

Signature and date: Signed and dated for and on behalf of the data exporter by Client, by execution of the DPA.

Role (controller/processor): Controller

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

Name: Relocity and/or any Relocity Affiliate which is a data processor of personal data transferred from the data exporter pursuant to the Agreement and a party to the Agreement or the provider of the Services to the data exporter.

Address: As stated in the DPA.

Contact person’s name, position and contact details: As stated in the DPA.

Activities relevant to the data transferred under these Clauses: To the extent necessary for the provision of the Services under the Agreement, including, without limitation: collection, recording, hosting, storage, transfer, analysis, reporting, deletion, pseudonymization, anonymization, machine learning, research, product development, legal claims, legal requests, legal compliance, contractual obligations, security, and other processing activities which are necessary for Relocity to provide the services to Client under the Agreement.

Signature and date: Signed and dated for and on behalf of the data importer by Relocity, by execution of the DPA.

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Data exporter and its Authorized Users may submit personal data to the Services, the extent of which is determined and controlled by the data exporter or its Authorized Users, as the case may be, in its and their sole discretion, to the extent necessary for the provision of the Services under the Agreement, which may include personal data relating to the following categories of data subjects:

• Employees, contractors, agents, advisors, freelancers of data exporter (who are natural persons)

• Authorized Users

Categories of personal data transferred

Data exporter and its Authorized Users may submit personal data to the Services, the extent of which is determined and controlled by the data exporter or its Authorized Users, as the case may be, in its and their sole discretion, to the extent necessary for the provision of the Services under the Agreement, which may include the following categories of personal data:

● Authorized User Information

o Name

o Age

o Address

o Email Address

o Phone Number

o Social Security Number

o Driver’s License ID Number

o Passport Number

o User Name

o Password

o PIN

o URL

o IP Address

● Financial Account Information

o Bank Account Number

o Bank Routing Number

o Credit/Debit Number

o Credit/Debit CVV

o Credit/Debit Expiration Date

● Services Information

o Reference ID (e.g. Employee ID / Authorization Reference Number)

o Housing

o Employee Status (Pre-Hire, New Hire, Existing)

o Origin Location

o Destination Country

o Destination Region (e.g. State)

o Destination Locality (e.g. City/Town)

o Destination Date

o Number of Dependents (i.e. children under 17)

● Client and Employment Information

o Company Name

o Hiring Manager

o Job Title

o Wage Details

o Cost Center / Department / General Ledger Account

o Policy ID (i.e. Program Type)

o Lump Sum Amount

o Country of Bank Account

o Transferee’s Tax Filing Status

o Transferee’s Previous Year Earnings

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.

No special categories of data shall be transferred from data exporter to data importer under the Agreement and data importer does not knowingly process any special categories of data, which is for the sake of clarity means personal data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, or the processing of data concerning genetic, biometric, health, sex life or sexual orientation.

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

Continuous transfer as necessary for the provision of Services under the Agreement.

Nature of the processing

As necessary for the Services under the Agreement.

Purpose(s) of the data transfer and further processing

For the purpose of providing the Services under the Agreement as described in the Agreement.

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 term of the Agreement, unless stated otherwise in the Agreement.

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

As specified above.

C. COMPETENT SUPERVISORY AUTHORITY

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

As stated in the DPA.

ANNEX II

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

EXPLANATORY NOTE:

The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.

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

This Annex II is deemed populated with the specific security measures for the transfer as set forth in the Agreement.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

This Annex II is deemed populated with the specific security measures for the transfer as set forth in the Agreement.

ANNEX III

LIST OF SUB-PROCESSORS

EXPLANATORY NOTE:

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

Not applicable. Clause 9(a), Option 2 applies.

Relocity’s list of Sub-Processors applicable to the Services, as updated from time to time, and accessible at https://relocity.com/subprocessors or otherwise made reasonably available.

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

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

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

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