RINGCENTRAL INC.
VENDOR DATA PROCESSING ADDENDUM
This Vendor Data Processing Addendum (“DPA”) forms part of the agreement(s) between RingCentral Inc. and its affiliates (“RingCentral”) and Vendor and its affiliates (“You” or “Your”) (hereafter the “Parties”) (the “Agreement”). The DPA reflects the Parties’ agreement with regard to the access, processing, and storage of RingCentral Personal Data (hereinafter also referred to as “RingCentral Data”) made available to you in connection with Your performance of the Agreement, as more particularly described in Annex I: Description of Data Processing. Capitalized terms, unless expressly defined herein, shall have those meanings set forth in the Agreement.
The DPA is in addition to, not in lieu of, any other contractual obligations and applicable legal or regulatory obligations you may have with respect to RingCentral Data. Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. This DPA shall replace any existing agreement regarding the subject of this DPA or similar document that the Parties may have previously entered into in connection with the services covered by the Agreement. Where there is a conflict between this DPA and the Agreement, the provisions of this DPA shall govern with regard to your processing of RingCentral Data.
1. OWNERSHIP AND CONTROL OF RINGCENTRAL DATA.
a. You understand and agree that performance of the Agreement or this DPA does not grant you any ownership interest in or title to any RingCentral Data.
b. Where privacy laws provide for the roles of “Controller,” “Processor,” and “Subprocessor”, it is agreed that under this DPA and as relevant to the Services:
i. You will process RingCentral Data on behalf of RingCentral as a Processor in compliance with the terms of this DPA; and/or
ii. You will process RingCentral Data as an independent controller in compliance with your obligations as controller under Privacy Laws and the terms of this DPA as applicable. .
2. PERMITTED PROCESSING OF RINGCENTRAL DATA.
a. When acting as processor, You are authorized to process RingCentral Data solely in accordance with RingCentral's documented instructions, including with regard to transfers of RingCentral Data to a third country and (i) for the purposes of providing the Services under the Agreement, in the interest and on behalf of RingCentral; or (ii) as directed by authorized personnel of RingCentral in writing in amendments to the Agreement or otherwise (collectively “Permitted Purposes”).
b. For the avoidance of doubt:
i. You acknowledge and agree that you will not publicly disseminate RingCentral Data or provide (or purport to provide) to any third party the right to process RingCentral Data in exchange for monetary or other valuable consideration (“Sale”).
ii. Any disclosure of RingCentral Data to a Subprocessor does not qualify as the Sale of RingCentral Data within the meaning of this DPA, provided that the disclosure fully complies with the terms set out in Section 5.
iii. You are prohibited from retaining, using, or disclosing RingCentral Data for any purpose other than for the specific purpose of performing the Services under the Agreement, including retaining, using, or disclosing RingCentral Data for a commercial purpose other than performing the Services under the Agreement.
c. You will comply with the terms of the United States Privacy Addendum as applicable.
3. COMPLIANCE.
a. You understand and agree that Privacy Laws and their application may change over time. Accordingly, you agree to make any reasonable change requested by RingCentral to this DPA, to the extent such change is reasonably related to bringing this DPA and the parties’ performance of the Agreement into full compliance with applicable law.
- b. You must inform RingCentral if, in your opinion, RingCentral's instructions would be in breach of Privacy Laws.
4. SECURITY INCIDENTS.
a. Notice. In the event you discover any past or ongoing Security Incident or have reason to believe any Security Incident is likely to have occurred or is occurring, which involves RingCentral Personal Data, you shall promptly and without undue delay (and in any event, no later than 72 hours after you or any of your employees, representatives, or agents discovers the Security Incident) notify RingCentral at privacy@ringcentral.com.
You shall cooperate with RingCentral in any communication efforts, including legally required notifications to law enforcement agencies, data protection authorities and/or impacted customers and individuals, resulting from or relating to the Security Incident. You agree that any decision to notify individuals or public authorities of the Security Incident shall be made between both parties, and any notice, public or otherwise, relating to such Security Incident shall be reviewed in advance by RingCentral.
b. Response. You shall use your commercially reasonable efforts to cooperate with RingCentral in responding to a Security Incident, including without limitation providing copies of all relevant log, IDS, and security event data to RingCentral, making your staff with information security experience available to work with RingCentral in understanding the details of any Security Incident, and allowing RingCentral forensic investigation personnel and/or RingCentral audit personnel to work directly with your staff in joint investigation activities, or to conduct audits of RingCentral Data security and control measures. You shall do and perform, or cause to do and perform, such further acts and things as RingCentral requests in responding to the Security Incident.
c. Costs. You agree to indemnify and hold RingCentral harmless for any and all claims, losses, costs, expenses, damages, or other liabilities (including reasonable legal fees) suffered or incurred by RingCentral as a result of the accidental, unlawful, or unauthorized destruction, loss, alteration, disclosure of, or access to RingCentral Data as caused by you or your Subprocessors.
5. SUBCONTRACTING AND THIRD PARTY TRANSFERS.
a. You will: (i) provide to RingCentral an up-to-date list of your then-current affiliates or third party contractors (“Subprocessors”) upon signature of this DPA and upon request thereafter; and (ii) provide at least twenty-eight (28) days' prior notice of the addition or removal of any Subprocessors, including the categories of data processed, details of the subprocessing to be performed, the location of the subprocessing, and upon request, a copy of any data protection/privacy related provisions within your contract with such Subprocessors. If RingCentral refuses to consent to your appointment of a Subprocessor on reasonable grounds relating to the protection of RingCentral Data, then RingCentral may elect to suspend or terminate this Agreement without penalty.
b. You shall not subcontract any processing of the RingCentral Data to any Subprocessor without entering into a written agreement with the Subprocessor that imposes upon the Subprocessor legal obligations for the processing of RingCentral Data that are at least as protective of RingCentral Data as the legal obligations you have undertaken pursuant to this DPA.
c. You remain fully liable for any breach of this DPA that is caused by an act, error, or omission of your Subprocessors.
d. You will not disclose or transfer or allow access to RingCentral Data by any third party except (i) to a Subprocessor in a manner that complies with the terms of this Section 5; and (ii) as required by applicable law, provided that, you will promptly notify RingCentral of such a required disclosure (save where prohibited by law), make all reasonable attempts to delay disclosure to the degree necessary for RingCentral to meaningfully participate in your response (save where prohibited by law), and will cooperate with RingCentral to contest or minimize the scope of the disclosure.
6. INTERNATIONAL TRANSFERS.
You will at all times provide an adequate level of protection for RingCentral Data, wherever processed, in accordance with the requirements of Privacy Laws. You will not process or transfer any RingCentral Data in or to a territory outside of the European Economic Area, United Kingdom or Switzerland (nor permit RingCentral Data to be so processed or transferred) unless you take such measures as are necessary to ensure the transfer is in compliance with Privacy Laws. In particular, if you process RingCentral Data in a country that has not been recognized by the relevant authorities as affording adequate protection to Personal Data, you agree to be bound by the attached Standard Contractual Clauses as follows:
a. In the event that you process Personal Data acting as a processor for RingCentral:
1. If the Services involve the export of Personal Data from the European Economic Area (EEA), or Switzerland, to a country that has not been recognized by the relevant authorities as providing an adequate level of protection for personal data, Module 2 (when Vendor is acting as processor to RingCentral acting as controller) of the EU Standard Contractual Clauses as approved by the European Commission decision 2021/914 will apply.
2. If the Services involve the export of Personal Data from the UK, to a country that has not been recognized by the relevant authorities as providing an adequate level of protection for Personal Data, the UK International Data Transfer Addendum to the relevant EU Standard Contractual Clauses Module 2.
b. In the event that you process Personal Data acting as a controller for RingCentral:
1. If the Services involve the export of Personal Data from the European Economic Area (EEA), or Switzerland, to a country that has not been recognized by the relevant authorities as providing an adequate level of protection for Personal Data, Module 1 of the EU Standard Contractual Clauses, as approved by the European Commission decision 2021/914 will apply.
2. If the Services involve the export of Personal Data from the United Kingdom, to a country that has not been recognized by the relevant authorities as providing an adequate level of protection for Personal Data, the UK International Data Transfer Addendum to Module 1 of the EU Standard Contractual Clauses will apply.
c. In respect of Personal Data originating from Switzerland, the EU Standard Contractual
Clauses are deemed amended so that any references to the GDPR shall refer to the Federal Act on Data Protection (“FADP”). The”), the term ‘member state’ must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence in accordance with clause 18(c) of the clauses, and the clauses shall also protect the data of legal persons until the entry into force of the revised FADP.
1. The International Data Transfer Addendum, attached as Appendix 2, incorporating the EU Standard Contractual Clauses attached as Appendix 1 (hereafter referred to as the “UK International Data Transfer Addendum”).
iii. In respect of Swiss Personal Data:
1. The EU Standard Contractual Clauses as deemed amended by this DPA (the “Swiss Standard Contractual Clauses”), provided that any references in the clauses to the GDPR shall refer to the Federal Act on Data Protection (“FADP”). The term ‘member state’ must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence in accordance with clause 18(c) of the clauses, and the clauses shall also protect the data of legal persons until the entry into force of the revised FADP.
For the purposes of this DPA, “UK Personal Data” means the personal data to which data protection laws of the United Kingdom are applicable; and
The Standard Contractual Clauses form an integral part of this DPA and by entering into this DPA the parties agree to be bound by the Standard Contractual Clauses as specified above in the event that the transfer of RingCentral Data to a non-adequate country is required as part of the Services performed by the Vendor under the Agreement.
Purely for the purposes of the descriptions in the Standard Contractual Clauses and only as between RingCentral and Vendor, RingCentral is the "data exporter" (Controller) and Vendor is the "data importer" (Processor or Controller) as appropriate.
If and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses shall prevail.
If and to the extent the parties sign standalone Standard Contractual Clauses to govern the transfer of RingCentral Data involved in the provision of Services under the Agreement, then these standalone Standard Contractual Clauses shall prevail over the terms of this Section 6.
7. DISCLOSURE OF DPA.
You acknowledge that RingCentral may disclose this DPA and any relevant privacy/data protection provisions in the Agreement to (i) the US Department of Commerce, the Federal Trade Commission, or any other data protection authority of competent jurisdiction upon their request and (ii) to RingCentral Customers and (iii) in connection with any legal suit to which the existence and terms of this DPA are relevant. Any such disclosure shall not be deemed a breach of any confidentiality provisions contained in this DPA or the Agreement.
8. COOPERATION.
a. You will provide all assistance reasonably requested by RingCentral to enable RingCentral to respond to, comply with, or otherwise resolve any data protection requests, questions or complaints received from any individual, household, RingCentral customer, data protection authority, law enforcement or other regulatory body. In the event that any such communication is received directly by you, you will immediately inform RingCentral and will not respond to such communication unless required by law or expressly authorized by RingCentral.
b. You shall provide all such reasonable and timely assistance as RingCentral may require in order to conduct a data protection impact assessment.
c You shall consult with any relevant data protection authority, where required under applicable Privacy Laws. Where allowable under applicable law, before engaging in such consultation, you shall undertake reasonable efforts to inform RingCentral in a manner that reasonably allows RingCentral the opportunity to dispute or narrow the scope of your consultation with any data protection authority.
9. DATA RETENTION.
Upon termination or expiration of the Agreement, or at any time upon RingCentral’s request, you will promptly (and in no event more than thirty (30) days post termination, expiry or request) cease to process RingCentral Data and will promptly return or destroy the RingCentral Data (including all copies) in your possession or control (including any RingCentral Data held by Subprocessors) as instructed by RingCentral. Upon request, you will certify to RingCentral in writing that all RingCentral Data has been destroyed. This requirement shall not apply to the extent that you are required by applicable laws to retain some or all of the RingCentral Data, in which event you shall isolate and protect the RingCentral Data from any further processing except to the extent required by such law.
10. DATA SECURITY.
You shall ensure that any person that you authorize to process the RingCentral Data shall be subject to a duty of confidentiality (either a contractual or a statutory duty). You shall implement appropriate technical and organizational measures to protect RingCentral Data from Security Incidents. At a minimum, such measures shall include the measures identified in Annex II.
11. AUDITS.
Following a Security Incident caused by you, upon request from a data protection authority, or, upon RingCentral’s reasonable request not to exceed one such request in a 12-month period, you agree that RingCentral (or its appointed representatives) may, upon reasonable notice, during regular business hours and without unreasonably interrupting your business operations, carry out an on-site inspection and audit of your compliance with this DPA. You shall permit RingCentral (or RingCentral's appointed third party auditors) to audit your compliance with this DPA, and shall make available to RingCentral all information, systems, staff and on-site facilities necessary for RingCentral (or RingCentral's third party auditors) to conduct such audit.
12. MISCELLANEOUS.
a. Consideration. The Parties have exchanged good and valuable consideration, the sufficiency of which is acknowledged by the parties, in connection with entering into this DPA. Notwithstanding the foregoing, nothing in this Agreement shall be construed to alter any amounts owed by RingCentral to Vendor pursuant to the Agreement.
b. Survivability. For the avoidance of doubt, this DPA shall survive the termination of the Agreement to the extent and for as long as you or any Subprocessor have access to or possession of any RingCentral Data.
13. DEFINITIONS.
a) “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data, as defined under applicable Privacy Laws.
b) “California Privacy Law” shall mean and refer to any privacy laws applicable to California residents, including the California Consumer Privacy Act of 2018 and its implementing regulations, and the California Privacy Rights Act of 2020 and its implementing regulations.
c) “RingCentral Personal Data” or “RingCentral Data” shall mean any and all Personal Data processed by Vendor as part of the performance of the services, as specified under the Master Vendor Services Agreement. RingCentral Personal Data may include customer user data, employee data, communications content data, or service usage data.
d) “Personal Data” shall have the meaning given to the terms "personal data" and "personal information" under Privacy Laws.
e) “Process” means any operation or set of operations which is performed on RingCentral Data, whether or not by automated 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.
f) “Processor” means a natural or legal person, public authority, agency or other body which Processes personal data on behalf of the controller, as defined under applicable Privacy Laws.
g) “Privacy Laws” shall be defined as all data protection and privacy laws and regulations applicable to the Processing of Personal Data under the Agreement, including but not limited to, the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the UK GDPR and the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199) (“CCPA”)
h) “Security Incident” means any destruction, loss, alteration, disclosure of, or access to RingCentral Data that is accidental, unlawful, or unauthorized.
i) "Standard Contractual Clauses" means the UK International Data Transfer Addendum, EU Standard Contractual Clauses and Swiss Standard Contractual Clauses as described in Section 6 of this DPA, including Annexes I (description of the transfer), II (security measures) and III (onward transfers)
j) “Vendor” means the party providing the services under the Agreement.
ANNEX I - DESCRIPTION OF PROCESSING
This Annex I forms part of the Agreement and describes the processing that Vendor will perform on behalf of RingCentral, and includes the information required for Annex I of the Standard Contractual Clauses.
A. List of the Parties
Incorporated by reference herein the Signature Page of the Agreement. RingCentral, Inc.
and its Affiliates are the data exporter and Vendor is the data importer.
B. Further descriptions of the data processing are provided below:
Scope, nature and purpose of the processing
The Personal Data will be processed to perform the Services specified under the Agreement and Appendix A to the Agreement.
Duration of the processing
The Personal Data will be processed for the term of the Agreement.
Data subjects
The Personal Data to be processed concern the categories of data subjects specified in Appendix A to the Agreement.
Categories of Personal Data
The Personal Data to be processed concern the categories of data specified in Appendix A to the Agreement.
Categories of Personal Data
The Personal Data to be processed concern the categories of data specified in Appendix A to the Agreement.
Special categories of Personal Data (if applicable)
Parties incorporate by reference herein the response in Section 1, Descriptions of Personal Data Processing Activities of Appendix A to the Agreement.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Parties incorporate by reference herein the response in Section 1, Descriptions of Personal Data Processing Activities of Appendix A to the Agreement.
Nature of the processing
Parties incorporate by reference herein the response in Section 1, Descriptions of Personal Data Processing Activities of Appendix A to 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
Parties incorporate by reference herein the response in Section 1, Descriptions of Personal Data Processing Activities of Appendix A to the Agreement.
For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing
Parties incorporate by reference herein the response in Section 2, transfers to (sub-)processors of Appendix A to the Agreement.
C. Competent Supervisory Authority
The competent supervisory authority for the Data Exporter is:
ANNEX II - TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Note: The Information provided herein is deemed to constitute Annex II of the EU Standard Contractual Clauses and Swiss Standard Contractual Clauses /Appendix 2 of the UK International Data Transfer Addendum
This Annex II forms part of the Agreement and sets out the minimum technical and organizational measures that Vendor will implement to protect RingCentral Data.
1. Information Security Management. Vendor will maintain appropriate cybersecurity measures to safeguard the security of RingCentral Data. In no event shall Vendor take precautions any less stringent than those employed to protect its own proprietary and confidential information. In addition, Vendor agrees to develop and maintain any additional cybersecurity measures as may be required by applicable Privacy Laws. Vendor will maintain a cybersecurity and risk management program based on commercial best practices to preserve the confidentiality, integrity and accessibility of RingCentral Data with comprehensive administrative, technical, procedural and physical measures conforming to generally recognized industry standards and best practices that include the following:
i. Cybersecurity Program. Vendor must keep RingCentral Data secure from accidental, unauthorized or unlawful access, use, disclosure, alteration, destruction and / or loss by using administrative, technical, procedural, and physical safeguards that are reasonable and appropriate to the circumstances, taking into account the nature of RingCentral Data and the scope, context and purposes of the Processing (individually, a “Safeguard”; all Safeguards collectively, the “Cybersecurity Program”).
ii. Documentation. Vendor will maintain documentation that describes in detail Your Cybersecurity Program and the specific Safeguards You employ (“Written Security Policy, Procedure, and Standards, Technical implementation details”).
iii. Changes. Vendor will refrain from making any changes to Your Cybersecurity Program or specific Safeguards that reduce the level of security provided to RingCentral Data.
iv. System Security
a) Actively monitor industry resources (e.g., www.cert.org, pertinent software vendor mailing lists and websites, and information from subscriptions to automated notifications) for timely notification of applicable security alerts that pertain to Information Resource.
b) Scan Information Resources at least quarterly with industry-standard security vulnerability scanning software to detect security vulnerabilities. remediate all critical, high, and moderate-risk security vulnerabilities as defined by FedRAMP. Scan must cover all Information Resources utilized to Process RingCentral Data.
c) Install and use Intrusion Detection Systems (IDS) and/or Intrusion Prevention Systems (IPS) that monitor all non-VoIP traffic entering and leaving Information Resources utilized for Processing RingCentral Data.
d) Maintain and adhere to a documented Process to remediate security vulnerabilities that may impact Information Resources, including those discovered through industry publications, vulnerability scanning, virus scanning, IDS/IPS alerts, and the review of security logs, and apply appropriate security patches for critical, high, moderate (criticality and remediation timeline as defined by FedRAMP) risk security vulnerabilities. Security patches shall be tested prior to installation to ensure they will not be service impacting. If Vendor determines that the patch will be service impacting, Vendor must contact RingCentral to mutually agree on a remediation plan.
e) Assign security administration responsibilities for configuring the security parameters of host operating systems to authorized users only
f) Harden Information Resources by establishing and utilizing a minimum-security baseline configuration based upon functional system needs and industry best practices to reduce available ways of attack. This typically includes changing default passwords, the removal of unnecessary software, UserIDs, usernames, and logins, and the disabling or removal of unnecessary services. Such hardening of the system’s security configurations, operating system software, firmware and applications are to prevent exploits that attack flaws in the underlying configuration.
v. Network Security
i. Vendor agrees to maintain network security that includes industry standard firewall protection and periodic vulnerability scans for the relevant Computing Systems.
ii. When providing Internet accessible services to RingCentral, have Denial of Service (DoS/DDoS) and gateway security protections in place. Web servers must reside in a DMZ and Information Resources storing RingCentral Data (such as application and database servers) must reside in a trusted internal network.
iii. For the purpose of demonstrating compliance with certain Security Requirements applicable to network architecture and network topology, if requested by RingCentral, provide a high-level copy of their logical network diagram. The network diagram needs to provide information regarding placement of Information Resources and security devices (such as Security Gateways, servers, DMZs, IDS/IPS, DoS/DDoS protections, databases, application servers, virtual private clouds (VPCs), and instances, etc.) used by Vendor Entities to Process RingCentral Data. Vendor is not required to provide all information in a single diagram and may provide multiple diagrams to convey this information (such as a security diagram, an application service diagram, a network topology diagram, etc.)
iv. Require Multi-Factor Authentication for administrative and/or management access to Security Gateways, including any access for the purpose of reviewing log files.
v. Maintain documented controls, policies, processes and procedures to ensure that unauthorized users do not have administrative and/or management access to Security Gateways, and that user authorization levels to administer and manage Security Gateways are appropriate.
vi. At least annually, ensure that each Security Gateway rule was properly authorized and is traceable to a specific business purpose, and that all rule sets either explicitly or implicitly end with a “DENY ALL” statement.
vii. Use monitoring tools to ensure that all aspects of Security Gateways (e.g., hardware, firmware, and software) are operational at all times. Ensure that all non-operational Security Gateways are configured to deny all access.
viii. When using radio frequency (RF) based wireless networking technologies (e.g., Bluetooth and Wi-Fi) to perform or support RingCentral Data Processing, ensure that all RingCentral Data transmitted must use appropriate encryption technologies sufficient to protect the confidentiality of RingCentral Data; provided, however, in any event such encryption shall use no less than key lengths of 256-bits for symmetric encryption and 2048-bits for asymmetric encryption. The use of RF-based wireless headsets, keyboards, microphones, and pointing devices, such as mice, touch pads, and digital drawing tablets, is excluded from this requirement.
vi. Connectivity Requirements
i. In the event that Vendor has, or will be provided, connectivity to RingCentral’s or RingCentral’s customers’ Nonpublic Information Resources in connection with RingCentral Data Processing, then Vendor shall not establish additional interconnections to RingCentral and RingCentral’s customers’ Nonpublic Information Resources without the prior consent of RingCentral and shall:
a. Use only the mutually agreed upon facilities and connection methodologies to interconnect RingCentral and RingCentral’s customers’ Nonpublic Information Resources with Vendor’s Information Resources.
b. If the agreed upon connectivity methodology requires that Vendor implement a Security Gateway, maintain logs of all sessions using such Security Gateway. Such session logs must include sufficiently detailed information to assist with a security incident or a forensic investigation (e.g., identification of the end user or application accessing RingCentral). Such session logs must include origination IP address, destination IP address, ports/service protocols used and duration of access. Such session logs must be retained for a minimum of six (6) months.
vii. Server and Endpoint Security.
i. Vendor agrees to ensure that Your Computing Systems are patched and up-to-date with all appropriate security updates as designated by the relevant manufacturer or authority (e.g. Microsoft notifications, etc.) and are free of known viruses, worms, spyware, adware, malware, and other malicious and unwanted software and programs.
ii. Where commercially reasonable, configure end user devices to ensure users are restricted from the ability to install unauthorized software, or to disable required software; provided, there may be reasonable exceptions to foregoing requirements as approved by Vendor’s management and as documented in Vendor’s policy.
viii. Application Security. Vendor agrees to use commercially reasonable efforts to regularly identify software vulnerabilities and, in the case of known software vulnerabilities, to provide relevant updates, upgrades, and bug fixes for any software provided to RingCentral or RingCentral’s customers, or in which any RingCentral Data is Processed, in the course of fulfilling their obligations under the Standard Terms of Use.
ix. Independent security assessments. Vendor agrees to use independent third parties to perform annual penetration tests, red team or purple team exercises, risk assessments and security audits covering the systems, environments and networks where RingCentral Data is Processed. Vendor agrees to remediate all medium and higher severity findings and observations from such assessments.
x. Strong Authentication. Vendor will enforce Strong Authentication for any remote access to RingCentral Data and any remote use of Nonpublic Information Resources. Additionally, Vendor will enforce Strong Authentication for any administrative and/or management access to Vendor security infrastructure and Vendor log data including but not limited to firewalls, Identity and Access Management systems, security monitoring infrastructure, and computing logs such as firewall logs, server logs, DNS logs, etc.
xi. Physical and Environmental Security
i. Vendor will have in place physical premise security and environmental protections for Your Computing Systems, meeting ISO 27001/27002 standards.
ii. Ensure all Information Resources intended for use by multiple users are located in secure physical facilities with access limited and restricted to authorized individuals only.
iii. Monitor and record, for audit purposes, access to the physical facilities containing Information Resources intended for use by multiple users.
xii. Data Security and Data Transparency
1. Upon request from RingCentral, Vendor agrees to provide RingCentral with an inventory or data map of RingCentral Data that is in Vendor’s possession or control, including locations of such data, and control measures that are in place for the protection of RingCentral Data.
2. All RingCentral data will be stored inside dedicated physical hardware for RingCentral Information database (the RingCentral customer database), Vendor core application stack, registration database, and dedicated telco application servers.
3. Maintain documented processes and controls to detect and terminate unauthorized attempts to access, collect, modify, store, handle and/or dispose of RingCentral data.
4. Maintain and adhere to documented processes for:
1. the backup and recovery of RingCentral data and Information Resources under Vendor’s or Vendors’s Entities control and utilized for Processing RingCentral Data in accordance with any disaster recovery requirements; and
2. the timely destruction and/or return of RingCentral data under Vendor’s or Vendor’s Entities control and utilized for Processing RingCentral Data in accordance with any retention, return, and/or destruction requirements under this Agreement.
5. In jurisdictions where unauthorized access to RingCentral Data is a violation of the law, add the following statement to the warning notice: “In many jurisdictions, unauthorized access is a violation of law” or similar warning language.
xiii. Personnel confidentiality. Vendor will ensure that any person that Vendor authorizes to Process RingCentral Data (including Your staff, agents and subcontractors) will be subject to a strict duty of confidentiality (whether contractual or statutory).
xiv. Cybersecurity Awareness and Training. Vendor will have a cybersecurity awareness and training program in place that includes how to implement and comply with the Cybersecurity Program and promote a culture of security awareness through periodic communications from the organization's senior leadership.
xv. Contingency Planning. Vendor will have policies and procedures for responding to emergencies, cybersecurity incidents and other events (for example, fire, vandalism, system failure, pandemic flu, and natural disaster) that could damage or remove access to RingCentral Data.
xvi. Storage and Transmission Security
i. Use Strong Encryption to protect RingCentral Data when transmitted over untrusted networks not controlled by Vendor.
ii. Use Strong Encryption to protect RingCentral Data when stored.
xvii. Secure Disposal. Vendor will have policies and procedures regarding the secure disposal of tangible property containing RingCentral Data, considering available technology, so that RingCentral Data cannot be practicably read or reconstructed.
xviii. Monitoring and Logging.
i. Vendor will have intrusion detection systems, full audit trail logging, and security event detection and monitoring in place for networks, servers, and applications where RingCentral Data is stored, Processed, or transmitted. Vendor will log and maintain for 12 months all physical and logical access to RingCentral Data, including command history logging of all logical access. Vendor will also log and store all security events for 12 months, including but not limited to ACL logs, IDS logs, and SIM/SIEM events.
ii. Restrict access to security logs to authorized individuals, and protect security logs from unauthorized modification.
iii. Review, on no less than a weekly basis, all anomalies from security and security-related audit logs and document and resolve logged security problems in a timely manner.
a. Such reviews may initially be performed by automated processes that promptly issue alarms and/or alerts when such processes detect significant anomalies so that the issuance of such alarms and/or alerts causes prompt investigation and review by responsible individuals; and
b. If automated processes successfully resolve a logged security problem, no further action by responsible individuals is required.
iv. When presented with evidence by RingCentral of a threat to RingCentral or RingCentral’s customers’ Nonpublic Information Resources originating from the Vendor’s network (e.g., worm, virus or other malware, bot infection, Advanced Persistent Threat (APT), DoS/DDoS attack, etc.), Vendor shall promptly cooperate with RingCentral and take reasonable and necessary steps to isolate, mitigate, and/or terminate all known threats.
v. When Vendor learns of or discovers a known critical, high or moderate threat/vulnerability to the product of which impacts RingCentral (including but not limited to notifications received from security researchers or industry resources, bug bounty program, etc.), Vendor must promptly notify RingCentral business contact, cooperate with RingCentral, and take commercially reasonable steps to isolate, mitigate, and/or remediate such known threat/vulnerability.
vi. In the event Vendor discovers that it is non-compliant with, or RingCentral notifies Vendor in writing that Vendor is non-compliant with these Security Requirements, then Vendor shall take commercially reasonable efforts to commence appropriate corrective action in no more than ninety (90) days and to work with RingCentral to establish a mutually agreed upon timeline for implementation of the relevant remediation measures.
xix. Passwords. When passwords are used to access RingCentral Data, Vendor will enforce Strong Authentication in all instances. Where practicable, Vendor will use a second authentication factor before granting access to RingCentral Data with a password.
i. Passwords must be complex and meet the following password construction requirements:
a. Be a minimum of eight (8) characters in length.
b. Include characters from at least two (2) of these groupings: alpha, numeric, and special characters.
c. Not be the same as the UserID with which they are associated.
d. Non-random PINs must meet the following:
e. Be a minimum of four (4) numbers; and
f. Not contain more than two (2) sequential numbers.
g. Require passwords and PIN expiration at regular intervals not to exceed ninety (90) calendar days.
ii. When providing users with a new or reset password, or other authentication credentials, use a secure method to provide this information and maintain a written policy requiring reset at first login whenever a temporary credential is used.
xx. Encryption. Vendor agrees to use Strong Encryption with minimum key lengths of 256-bits for symmetric encryption and 2048-bits for asymmetric encryption to protect RingCentral Data:
a) when transmitted over any network;
b) when stored (at rest); or
c) whenever authentication credentials are stored.
xxi. Least privilege.
i. Vendor agree to enforce the rule of least privilege by requiring application, database, network and system administrators to restrict user access to only the commands, data and Information Resources necessary for them to perform authorized functions. Log all successful and unsuccessful login attempts along with logoffs.
ii. Ensure that controls are in place to limit, protect, monitor, detect and respond to all Privileged User activities.
Examples of such controls include enforcing:
1. The rule of least privilege;
2. Separation of duties;
3. Individual accountability;
4. Change management;
5. Auditability of Privileged User accounts and their activities;
6. Audit log retention for a minimum of (6) six months.
xxii. Access Management. Vendor agrees to have formal processes in place to grant, prevent and terminate access to RingCentral Data. The access should be limited to users who are required this access to perform their job responsibilities. Vendor agrees to have documented Access Management procedures in place.
xxiii. Identification and Authentication
i. Assign unique UserIDs to authorized individual users and ensure that there is individual accountability for use of Privileged User UserIDs. Additionally, disable all root logins through SSH.
ii. Maintain a documented UserID lifecycle management process that includes manual and/or automated processes for approved account creation, account removal within one (5) business days, and account modification for all Information Resources and across all environments. Such process shall include review of access privileges and account validity to be performed at least each calendar year.
iii. Where technically supported, limit failed login attempts by no more than six (6) consecutive failed login attempts by locking the user account. Access to the user account can be reactivated through the use of a manual process requiring verification of the user’s identity or, where such capability exists, can be automatically reactivated after at least three (3) minutes from the last failed login attempt.
xxiv. Software, Software Code, and Data Integrity
1. Separate non-production Information Resources from Production Information Resources. Additionally, Vendor will not use Customer messages or personal data for testing. Vendor will de-personalize Customer personal data prior to any use for development or testing.
2. Maintain a documented change control process including back-out procedures for all production environments.
3. For applications which utilize a database that allows modifications to RingCentral Data, logs for forensic analysis purposes shall be created as follows:
i. where transaction logging is supported have database transaction logging features enabled; or
ii. where transaction logging is not supported, have some other mechanism that logs all modifications to RingCentral Data stored within the database including timestamp, UserID and information modified.
4. Such logs shall be retained for a minimum of six (6) months either on-line or on backup media and at RingCentral’s request made available to RingCentral without undue delay.
5. For all software developed or customized for RingCentral under the Agreement, review and, where such tools are commercially available, scan such software to find and remediate malicious code and/or security vulnerabilities prior to initial deployment, upon code changes and/or at least annually, based on potential risk that a given vulnerability is or can be exploited as follows:
i. Source code vulnerability scanning must be performed where such tools are commercially available. Where such tools are not commercially available, automated and/or manual processes and procedures must be documented and used.
ii. Scan results and remediation plans must be made available to RingCentral upon request.
Where technically feasible, for all software used, furnished and/or supported under the Agreement, review and scan such software to find and remediate security vulnerabilities prior to initial deployment, upon code changes and/or at least annually based on potential risk that a given vulnerability is or can be exploited.
6. Perform quality assurance testing for the security components (e.g., testing of identification, authentication and authorization functions), as well as any other activity designed to validate the security architecture, during initial implementation and upon significant modifications and updates.
2.
i. Reporting Violations
i. Maintain a documented procedure to be followed in the event of a suspected attack upon, intrusion upon, unauthorized access to, loss of, or other security breach involving RingCentral Data in which Vendor shall:
1. Promptly investigate and determine if such an attack has occurred; and
2. If a successful attack has occurred involving RingCentral Data or it is impossible to determine whether a confirmed attack was successful in compromising RingCentral Data then the Vendor shall promptly notify RingCentral.
ii. After notifying RingCentral whenever there is a successful attack upon, intrusion upon, unauthorized access to, loss of, or other breach of RingCentral Data, provide RingCentral with regular status updates, including, actions taken to resolve such incident, at mutually agreed intervals or times for the duration of the incident and, within seven (7) calendar days of the closure of the incident, provide RingCentral with a written report describing the incident, actions taken by the Vendor during its response and Vendor’s plans for future actions to prevent a similar incident from occurring.
ii. Mobile and Portable Devices
i. Use Strong Encryption to protect all RingCentral Data stored on Mobile and Portable Devices.
ii. Use Strong Encryption to protect all RingCentral Data transmitted using or remotely accessed by network-aware Mobile and Portable Devices.
iii. Maintain documented policies, standards and procedures for Mobile and Portable Devices used to access and/or store RingCentral Data that include the following requirements:
1. All users must be authorized for such access and their identity authenticated;
2. Mobile and Portable devices must be physically secured and/or in the physical possession of authorized individuals;
3. Where technically feasible, use a remote wipe capability on such devices to promptly and securely delete RingCentral Data, when such devices are not in the physical possession of authorized individuals nor otherwise physically secured; and
4. Jail broken or rooted smartphones cannot be used to process RingCentral Data.
iv. Implement and maintain a documented policy that prohibits the use of any:
1. Vendor-issued Mobile and Portable Devices to access and/or store RingCentral Data unless the device is administered and/or managed by Vendor; and
2. Non-Vendor issued Mobile and Portable Devices to access and/or store RingCentral Data unless adequately segregated and protected by utilizing a Vendor administered and/or managed secure container-based and/or sandbox solution.
iii. Vendor Entity Compliance
i. Vendor shall:
1. Ensure all Vendor Entities performing RingCentral Data Processing are aware of these Security Requirements.
2. Ensure all Vendor Entities performing any Services are contractually obligated to comply with these Security Requirements, or in any event, requirements that are substantially similar or equivalent.
ii. Upon RingCentral’s request, Vendor will provide documentation and/or evidence to adequately substantiate such compliance.
iv. Cloud Services
i. When placing RingCentral Data in a Cloud Service, Vendor will use commercially available products to enforce:
1. Multi-Factor Authentication for all Privileged Users.
2. Strong Encryption for RingCentral Data when transmitted to and from a Cloud Service.
3. Strong Encryption to protect RingCentral Data when stored within a Cloud Service.
3. PCI DSS. Vendor agrees to maintain compliance with PCI DSS standards for all Processing, storage, or transmission of Cardholder Data and Sensitive Authentication Data on behalf of RingCentral or RingCentral customers.
4. Adequate Security Measures and Procedures. Upon RingCentral’s request, and following all necessary confidentiality undertakings, Vendor will provide RingCentral, at Vendor’s expense, a third-party certification, third-party audit report, or written statement of a Vendor officer certifying that Vendor and its affiliates, agents, contractors, consultants, joint ventures and other Third Parties having access to or control of RingCentral Data have complied with all of the requirements of this Security Attachment (the “Certification”). Such Certification must have been conducted within the last twelve (12) months of the request. If RingCentral believes such internal controls and cybersecurity measures as expressed in this documentation are inadequate to safeguard the RingCentral Data, RingCentral may require the adoption of additional reasonable controls, security measures, and procedures. If Vendor fails to do so within a reasonable time, such failure shall be deemed to be a material breach of the Agreement, and RingCentral shall be permitted to terminate the Agreement immediately.
5. Audit Rights. RingCentral may, on one (1) occasion within any consecutive twelve (12) month period, request with thirty (30) days prior written notice in accordance with the Agreement to perform a reasonable security audit of Vendor’s security measures and security program in order to ascertain compliance with applicable law, these information security requirements, non-disclosure agreements, and any agreements between the Vendor and RingCentral with respect to RingCentral data. Any issues/findings noted from this activity/audit will be reviewed by RingCentral and RingCentral will determine the final plan for remediation of the issues/findings and communicate those to the Vendor. The vendor must fully cooperate during these audit activities and provide RingCentral (not limited to) documentation, required evidence and updates on remediation efforts for the findings noted from such audit activity. RingCentral may hire a third party to do these audits of the Vendor’s security measures and security program. In the event of a security and/or data breach incident of RingCentral data, RingCentral reserves the right to initiate an audit listed under the “Audit Rights”section.
6. Questionnaires and periodic due diligence. RingCentral will perform a periodic due diligence activity on Vendor’s security program. As part of this activity, RingCentral may, on one (1) occasion within any consecutive six (6) month period, request the Vendor to complete a security questionnaire to allow RingCentral review and measure Vendor’s security measures and security program, in order to ascertain compliance with this agreement. Any issues/findings noted from this activity will be reviewed by RingCentral. Vendor agrees to remediate the high-risk findings in a timely manner and share with RingCentral the remediation plans for the issues/findings noted. The vendor must complete the questionnaire within 45 days of request made by RingCentral. The vendor must fully cooperate during these due diligence/review activities and provide RingCentral (not limited to) documentation, required evidence and updates on remediation efforts for the findings noted from such activity. RingCentral may hire a third party to do these diligence/review activities of the Vendor’s security measures and security program.
7. Definitions. For the purposes of this Security Attachment:
a) “RingCentral Data” shall have the meaning given to the terms "personal data" and "personal information" under Privacy Laws. This shall also include confidential data, including Customer Proprietary Network Information (CPNI), intellectual property, proprietary data and/or trade secret data of RingCentral, general RingCentral internal operational information, network architecture and/or engineering information, software source code for software developed or customized for RingCentral, information security incident reports, nonpublic marketing and financial information, any and all data provided to RingCentral by or on behalf of a RingCentral Customer for Processing on Customer's behalf, and RingCentral end user customer contact lists.
b) “Cardholder Data” means the most current PCI Security Standards Council definition, as updated or amended from time to time. In determining whether a breach of this Security Attachment has occurred, “Cardholder Data” shall mean the definition of the PCI Security Standards Council in effect at the time of the breach.
c) “Computing Systems” shall be defined as networks, servers, computers (inclusive of smartphones and tablet computers), applications, and other technology infrastructure that Vendor uses to deliver services in fulfillment of their obligations under the Agreement.
d) “Information Resource(s)” means systems, applications, websites, networks, network elements, and other computing and information storage devices, along with the underlying technologies and delivery methods (e.g., social networks, mobile technologies, cloud services, call and voice recording, Application Program Interfaces (APIs)), used for RingCentral Data Processing.
e) “Nonpublic Information Resources” means those Information Resources used under the Agreement to which access is restricted and cannot be gained without proper authorization and identification.
f) “Sensitive Authentication Data” means the most current PCI Security Standards Council definition, as updated or amended from time to time. In determining whether a breach of this Security Attachment has occurred, “Sensitive Authentication Data” shall mean the definition of the PCI Security Standards Council in effect at the time of the breach.
g) “Strong Authentication” means the use of authentication mechanisms and authentication methodologies stronger than the passwords required by the applicable requirements herein. Examples of Strong Authentication mechanisms and methodologies include digital certificates, two-factor authentication, and one-time passwords.
h) “Security Gateways” means a set of control mechanisms between two or more networks having different trust levels which filter and log traffic passing, or attempting to pass, between networks, and the associated administrative and management servers. Examples include firewalls, firewall management servers, hop boxes, session border controllers, proxy servers, and intrusion prevention devices.
i) “Cloud Service” is a service delivered via an “as a Service” cloud service model, e.g., Software as a Service (SaaS), Storage as a Service (STaaS), Database as a Service (DBaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS). “Customer-Facing System” means an Information Resource accessible from public networks which is intended for use by Customers.
j) “Demilitarized Zone” or “DMZ” is a network or sub-network that sits between a trusted internal network, such as a corporate private Local Area Network (LAN), and an untrusted external network, such as the Internet. A DMZ helps prevent outside users from gaining direct access to internal Information Resources. Inbound packets from the untrusted external network terminate within the DMZ and are not allowed to flow directly through to the trusted internal network. All inbound packets which flow to the trusted internal network originate within the DMZ.
k) “Mobile and Portable Devices” means mobile and/or portable computers, devices, media and systems capable of being easily carried, moved, transported or conveyed that are used in connection with the Services. Examples of such devices include laptop computers, tablets, USB hard drives, USB memory sticks, Personal Digital Assistants (PDAs), and mobile phones, such as smartphones.
l) “Multi-Factor Authentication” (also known as Two-Factor Authentication and Strong Authentication) means the use of at least two of the following three types of authentication factors: • A physical or logical credential the user has, such as an electronically readable badge, a token card or a digital certificate; • A knowledge-based credential, such as a password or PIN; and • A biometric credential, such as a fingerprint or retina image.
m) “Privileged User” means a user with enhanced administrative permissions and/or expanded or super user access greater than that of a general user. Examples of such access includes system administration of accounts, logs, encryption, databases, Security Gateways, Intrusion Detection Systems/Intrusion Prevention Systems (IDS/IPS), virtual machines (VM), networks, image instances, and APIs, Cloud Service Provider (CSP) management and security portal accounts (excluding read-only accounts), and development and operations (DevOps) privileged activities. Privileged access by privileged users is applicable regardless of the types of devices and environments managed, including environments that are production, development, and test, within Vendor's facilities and/or within CSP cloud environments.
n) “Vendor Entity” or “Vendor Entities” means Vendor, its affiliates and subcontractors.
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) for the transfer of personal data to a third country.
(b) The Parties:
(i.) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
(ii.) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
have agreed to these standard contractual clauses (hereinafter: “Clauses”).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i.) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii.) Clause 8 - 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);
(iii.) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv.) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v.) Clause 13;
(vi.) Clause 15.1(c), (d) and (e);
(vii.) Clause 16(e);
(viii.) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(a) 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 – NOT USED
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 organizational measures, to satisfy its obligations under these Clauses.
8.1 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:
(i.) where it has obtained the data subject’s prior consent;
(ii.) where necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iii.) where necessary in order to protect the vital interests of the data subject or of another natural person.
8.2 Transparency
(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:
(i.) of its identity and contact details;
(ii.) of the categories of personal data processed;
(iii.) of the right to obtain a copy of these Clauses;
(iv.) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.
(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.
(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.
(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.3 Accuracy and data minimisation
(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.
(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.
(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.
8.4 Storage limitation
The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organizational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.
8.5 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.
(b) The Parties have agreed on the technical and organizational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(c) The data importer shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.
(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.
(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.
(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.
8.6 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.
8.7 Onward transfers
The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:
(i.) it is to a country benefiting 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 of Regulation (EU) 2016/679 with respect to the processing in question;
(iii.) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;
(iv.) it is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings;
(v.) it is necessary in order to protect the vital interests of the data subject or of another natural person; or
(vi.) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.8 Processing under the authority of the data importer
The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.
8.9 Documentation and compliance
(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.
(b) The data importer shall make such documentation available to the competent supervisory authority on request.
Clause 9
Use of subprocessors - INTENTIONALLY OMITTED as N/A
Clause 10
Data subject rights
(a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.
(b) In particular, upon request by the data subject the data importer shall, free of charge:
(i.) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);
(ii.) rectify inaccurate or incomplete data concerning the data subject;
(iii.) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.
(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.
(d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:
(i.) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and
(ii.) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.
(e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.
(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.
(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.
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) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
(c) 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.
(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.
Clause 13
Supervision
(a) 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.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i.) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii.) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii.) any relevant contractual, technical or organizational 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 fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational 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.
(a) 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.
(b) 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.).
(c) 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.
(d) 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.
(d) 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.
(e) 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.
(f) 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 France.
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 France.
(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.
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) for the transfer of personal data to a third country.
(b) The Parties:
(i.) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
(ii.) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
have agreed to these standard contractual clauses (hereinafter: “Clauses”).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(a) 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 - 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);
(iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(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 – Intentionally Omitted
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
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 organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized 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 authorized 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 offenses (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefiting 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 defense 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 subprocessors
(a) GENERAL WRITTEN AUTHORISATION: The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of subprocessors at least 30 days in advance, thereby giving the controller 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 controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub- processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub- processor to fulfill 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 authorized 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 organizational 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 authorized 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, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
(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 authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organizational 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 fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational 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.
(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.
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.
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 France.
Clause 18
Choice of forum and jurisdiction
(f) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(g) The Parties agree that those shall be the courts of France.
(h) 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.
(i) The Parties agree to submit themselves to the jurisdiction of such courts.
a. Part 1: Tables
i.Table 1: Parties
As indicated in the Agreement between exporter and importer
X The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:
Date: Effective Date of this DPA
Reference (if any): This DPA
Other identifier (if any): This DPA
iii. Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: See the Signature Page of the DPA
Annex 1B: Description of Transfer See Annex I of the DPA
Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: See Annex II of the DPA
Annex III: List of Subprocessors (Module 2 only): as indicated in the SOW between exporter and importer
iv. Table 4: Ending this Addendum when the Approved Addendum Changes
Which Parties may end this Addendum as set out in Section 19:
Exporter
b. Part 2: Mandatory Clauses
i.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 requires 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.
ii.Interpretation of this Addendum
3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfills 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.
iii. 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.
iv. 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 benefiting 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.
v. 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.
This United States Privacy Terms (“US Privacy Terms”) is made by and between RingCentral (the “Customer”) and Vendor Name (“the Vendor”) (each a “Party”, together the “Parties”), and is supplemental to the Data Processing Addendum (“DPA”) as appended to the Agreement (defined below), executed between the Parties, for the provision of the Services (as defined below) to RingCentral.
Capitalized terms used but not defined in this US Privacy Terms shall have the same meanings as set out in the Agreement.
1. Definitions
1.1. Agreement shall mean and refer to the Data Processing Addendumbetween RingCentral and Vendor for the provision of any of the Vendor Services to RingCentral.
1.2 Customer Proprietary Network Information shall have the meaning set forth under 47 U.S.C. § 222 and regulations and guidance promulgated pursuant thereto (“CPNI”). CPNI includes information that relates to the quantity, technical configuration, type, destination, location, and amount of use of a telecommunications service subscribed to by any customer of a telecommunications carrier, and that is made available to the carrier by the customer solely by virtue of the carrier-customer relationship; and information contained in the bills pertaining to telephone exchange service or telephone toll service received by a customer of a carrier. CPNI does not include subscriber list information.
1.3. Personal Information shall mean and refer to any information relating to an identified or identifiable person or individual and also includes personal data, as defined by applicable US State Privacy Laws.
1.4. RingCentral Personal Information shall mean any Personal Information that the Vendor processes in the course of performing the Services under the Agreement.
1.5. Sell shall have the same meaning as set forth in California Privacy Law.
1.6. Service(s) shall mean the service(s) performed by the Vendor under the Agreement.
1.7. Share shall have the same meaning as set forth in California Privacy Law.
1.8. Service Provider shall mean and refer to a service provider or subcontractor, as defined by applicable US State Privacy Laws, that processes RingCentral Personal Information on RingCentral ’s behalf.
1.9. US State Privacy Laws shall mean and refer to all United States data protection and privacy laws which may be applicable to Vendor in the processing of RingCentral Personal Information as part of the performance of the Services, including but not limited to the California Consumer Privacy Act of 2018 and its implementing regulations, the California Privacy Rights Act of 2020 and its implementing regulations, the Virginia Personal Information Privacy Act of 2021 and its implementing regulations, the Colorado Privacy Act of 2021 and its implementing regulations, etc.
2. Scope of US Privacy Terms
2.1. These US Privacy Terms apply to the Vendor acting as Service Provider processing RingCentral Personal Information under US State Privacy Laws, where such processing is described in Annex I of the DPA.
3. Roles and Responsibilities
3.1. Vendor Obligations.
3.1.1. Purpose Limitation. Vendor shall process the RingCentral Personal Information for the purposes of the performance of the Services as described in the Agreement except where otherwise required or permitted by US State Privacy Laws.
3.1.2. CPNI. Unless otherwise agreed to in writing by RingCentral, you shall process CPNI for the sole purposes of providing Services to RingCentral pursuant to the Agreement and in accordance with RingCentral instructions. It is your duty to keep CPNI safe from improper disclosure and to train personnel on proper CPNI handling procedures. You must take reasonable measures to discover and protect against improper handling of CPNI. In particular, CPNI should be distributed within your organization only on a “need to know” basis. Only disclose CPNI to personnel if they have been trained on CPNI procedures and they have a legitimate business need to know the information disclosed. Except as otherwise expressly provided in your Agreement with RingCentral, you must obtain express approval from RingCentral before disclosing CPNI outside of your organization.
3.1.3. Vendor will:
3.1.3.1. Operate exclusively as a Service Provider and comply with the applicable US State Privacy Law obligations.
3.1.3.2. Provide the same level of privacy protection as required by the applicable US State Privacy Law.
3.1.3.3 Notify RingCentral if it can no longer meet its US State Privacy Law obligations.
3.1.3.4. Not Sell or Share RingCentral Personal Information including, for the avoidance of doubt, not use RingCentral Personal Information for cross-context behavioral advertising.
3.1.3.5. Not retain, use, or disclose RingCentral Personal Information for any other purpose other than as agreed upon in the Agreement, outside the direct business relationship between the Parties, or as permitted by applicable US State Privacy Law.
3.1.3.6. Not combine RingCentral Personal Information it receives from, or on behalf of, RingCentral with Personal Information it receives from, or on behalf of, another person, or collects from its own interaction with the End User, subject to the exceptions under applicable US State Privacy Law.
3.1.3.7. Cooperate with RingCentral, upon RingCentral’s reasonable notice, to determine reasonable and appropriate steps to stop and remediate unauthorized use of RingCentral Personal Information.
3.1.4. Cooperation. The Vendor will cooperate with RingCentral to make available all information in its possession to demonstrate compliance with US State Privacy Laws.
3.2. RingCentral rights. RingCentral may take reasonable and appropriate steps to ensure that Vendor uses RingCentral Data in a manner consistent with RingCentral’s obligations under US State Privacy Laws.
4. Miscellaneous
4.1. Unless the above explicitly states otherwise, the terms and conditions of the Agreement, including any DPA, shall apply to the US Privacy Terms. In case of any conflict between the terms of the Agreement, including any DPA, and the terms of these US Privacy Terms, these US Privacy Terms prevail with regard to data processing activities subject to US State Privacy Laws.
4.2. The governing law and forum that apply to the Agreement also apply to these US Privacy Terms.
Contact information for privacy inquiries: privacy@ringcentral.com.