eur-lex.europa.eu
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URL:
https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX:32021D0914&locale=en
Submission: On January 08 via manual from IN — Scanned from US
Submission: On January 08 via manual from IN — Scanned from US
Form analysis 5 forms found in the DOM
Name: languageForm — GET
<form id="languageForm" method="get" name="languageForm">
<input type="hidden" name="uri" value="CELEX:32021D0914"><input type="hidden" name="eliuri" value="eli:dec_impl:2021:914:oj">
<ul class="ecl-site-header__language-list">
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('bg'); $(this).closest('form').submit();" id="bg" lang="bg" hreflang="bg"><span class="ecl-site-header__language-link-code">bg</span><span class="ecl-site-header__language-link-label">български</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('es'); $(this).closest('form').submit();" id="es" lang="es" hreflang="es"><span class="ecl-site-header__language-link-code">es</span><span class="ecl-site-header__language-link-label">Español</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('cs'); $(this).closest('form').submit();" id="cs" lang="cs" hreflang="cs"><span class="ecl-site-header__language-link-code">cs</span><span class="ecl-site-header__language-link-label">Čeština</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('da'); $(this).closest('form').submit();" id="da" lang="da" hreflang="da"><span class="ecl-site-header__language-link-code">da</span><span class="ecl-site-header__language-link-label">Dansk</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('de'); $(this).closest('form').submit();" id="de" lang="de" hreflang="de"><span class="ecl-site-header__language-link-code">de</span><span class="ecl-site-header__language-link-label">Deutsch</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('et'); $(this).closest('form').submit();" id="et" lang="et" hreflang="et"><span class="ecl-site-header__language-link-code">et</span><span class="ecl-site-header__language-link-label">Eesti keel</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('el'); $(this).closest('form').submit();" id="el" lang="el" hreflang="el"><span class="ecl-site-header__language-link-code">el</span><span class="ecl-site-header__language-link-label">Ελληνικά</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link ecl-site-header__language-link--active" onclick="$('#langToSubmit').val('en'); $(this).closest('form').submit();" id="en" lang="en" hreflang="en"><span class="ecl-site-header__language-link-code">en</span><span class="ecl-site-header__language-link-label">English</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('fr'); $(this).closest('form').submit();" id="fr" lang="fr" hreflang="fr"><span class="ecl-site-header__language-link-code">fr</span><span class="ecl-site-header__language-link-label">Français</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('ga'); $(this).closest('form').submit();" id="ga" lang="ga" hreflang="ga"><span class="ecl-site-header__language-link-code">ga</span><span class="ecl-site-header__language-link-label">Gaeilge</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('hr'); $(this).closest('form').submit();" id="hr" lang="hr" hreflang="hr"><span class="ecl-site-header__language-link-code">hr</span><span class="ecl-site-header__language-link-label">Hrvatski</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('it'); $(this).closest('form').submit();" id="it" lang="it" hreflang="it"><span class="ecl-site-header__language-link-code">it</span><span class="ecl-site-header__language-link-label">Italiano</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('lv'); $(this).closest('form').submit();" id="lv" lang="lv" hreflang="lv"><span class="ecl-site-header__language-link-code">lv</span><span class="ecl-site-header__language-link-label">Latviešu valoda</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('lt'); $(this).closest('form').submit();" id="lt" lang="lt" hreflang="lt"><span class="ecl-site-header__language-link-code">lt</span><span class="ecl-site-header__language-link-label">Lietuvių kalba</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('hu'); $(this).closest('form').submit();" id="hu" lang="hu" hreflang="hu"><span class="ecl-site-header__language-link-code">hu</span><span class="ecl-site-header__language-link-label">Magyar</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('mt'); $(this).closest('form').submit();" id="mt" lang="mt" hreflang="mt"><span class="ecl-site-header__language-link-code">mt</span><span class="ecl-site-header__language-link-label">Malti</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('nl'); $(this).closest('form').submit();" id="nl" lang="nl" hreflang="nl"><span class="ecl-site-header__language-link-code">nl</span><span class="ecl-site-header__language-link-label">Nederlands</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('pl'); $(this).closest('form').submit();" id="pl" lang="pl" hreflang="pl"><span class="ecl-site-header__language-link-code">pl</span><span class="ecl-site-header__language-link-label">Polski</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('pt'); $(this).closest('form').submit();" id="pt" lang="pt" hreflang="pt"><span class="ecl-site-header__language-link-code">pt</span><span class="ecl-site-header__language-link-label">Português</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('ro'); $(this).closest('form').submit();" id="ro" lang="ro" hreflang="ro"><span class="ecl-site-header__language-link-code">ro</span><span class="ecl-site-header__language-link-label">Română</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('sk'); $(this).closest('form').submit();" id="sk" lang="sk" hreflang="sk"><span class="ecl-site-header__language-link-code">sk</span><span class="ecl-site-header__language-link-label">Slovenčina</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('sl'); $(this).closest('form').submit();" id="sl" lang="sl" hreflang="sl"><span class="ecl-site-header__language-link-code">sl</span><span class="ecl-site-header__language-link-label">Slovenščina</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('fi'); $(this).closest('form').submit();" id="fi" lang="fi" hreflang="fi"><span class="ecl-site-header__language-link-code">fi</span><span class="ecl-site-header__language-link-label">Suomi</span></a>
</li>
<li class="ecl-site-header__language-item">
<a href="#" class="ecl-link ecl-link--standalone ecl-link--no-visited ecl-site-header__language-link" onclick="$('#langToSubmit').val('sv'); $(this).closest('form').submit();" id="sv" lang="sv" hreflang="sv"><span class="ecl-site-header__language-link-code">sv</span><span class="ecl-site-header__language-link-label">Svenska</span></a>
</li>
</ul>
<input type="hidden" name="locale" id="langToSubmit" value="">
</form>Name: disableExperimentalFeatures — POST ./../../../../experimental-features.html?action=disableExperimentalFeatures
<form id="disableExperimentalFeatures" name="disableExperimentalFeatures" action="./../../../../experimental-features.html?action=disableExperimentalFeatures" method="post">
<input type="hidden" value="eli/dec_impl/2021/914/oj" name="relativeRequestUrl">
<input type="hidden" value="?locale=en&uri=CELEX%3A32021D0914" name="queryString">
<div class="input-group input-group-sm experimental-feature-div-position radius5p">
<span class="input-group-addon FormHelpAddon" id="helpTooltipEF">
<a href="#" data-toggle="tooltip" data-placement="bottom" aria-description="More about the experimental features corner" id="expFeatHelp" data-original-title="<a href="https://eur-lex.europa.eu/content/help/eurlex-content/experimental-features.html" target="_blank">More about the experimental features corner</a>">
<i>
<svg class="ef-questionmark-icon" focusable="false" aria-hidden="false" role="img" "="" viewBox="0 0 29.536 29.536">
<g>
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</svg>
</i>
<span class="sr-only togglable-screenReader"><a href="https://eur-lex.europa.eu/content/help/eurlex-content/experimental-features.html" target="_blank">More about the experimental features corner</a></span> </a> </span>
<span title="Experimental features" aria-label="Experimental features" class="btn btn-sm btn-primary popper experimental-feature-btn radius5p">
<span class="hidden-xs">Experimental features</span>
<span class="visible-xs"><i class="fa fa-flask" aria-hidden="true"></i></span>
<label class="experimental-feature-switch">
<input type="checkbox" id="ef-checkbox" data-toggle="popover" data-placement="bottom" aria-label="Experimental features">
<span class="slider round"></span>
</label>
</span>
</div>
<div>
<input type="hidden" name="_csrf" value="e3da33a3-7cfe-4ea2-8be6-3222686a7ab0">
</div>
</form>Name: applyExperimentalFeatures — POST ./../../../../experimental-features.html?action=applyExperimentalFeatures
<form id="applyExperimentalFeatures" name="applyExperimentalFeatures" action="./../../../../experimental-features.html?action=applyExperimentalFeatures" method="post">
<input type="hidden" value="eli/dec_impl/2021/914/oj" name="relativeRequestUrl">
<input type="hidden" value="?locale=en&uri=CELEX%3A32021D0914" name="queryString">
<div class="exp-feature-float-box popover fade in">
<button type="button" class="close" id="experimental-feature-close" aria-label="Close"><span aria-hidden="true">×</span></button>
<div>
<h5 class="text-center">Choose the experimental features you want to try</h5>
<hr>
<div class="homepageMessage experimental-feature-disclaimer hidden-xs">
<p>Do you want to help improving EUR-Lex ? This is a list of experimental features that you can enable. These features are still under development; they are not fully tested, and might reduce EUR-Lex stability. Don't forget to give your
feedback!</p>
</div>
<div id="exp-feautre-js-warning-box" class="alert-danger exp-feature-alert-danger hidden" role="alert">
<span class="fa fa-exclamation-triangle" aria-hidden="true"> </span> Warning! Experimental feature conflicts detected.
</div>
<div class="experimental-feature-list">
<fieldset>
<ul class="browseTree " id="experimental-features-inner-items">
<li>
<ul class="browseTree">
<li>
<label class="">
<input id="experimentalFeatureCheckbox_EF02" name="selectedExperimentExperimentalFeaturesValues" autocomplete="off" class="exp-feature-child-checkbox" type="checkbox" value="EF02"><input type="hidden"
name="_selectedExperimentExperimentalFeaturesValues" value="on"> Replacement of CELEX identifiers by short titles - experimental feature. It replaces clickable CELEX identifiers of treaties and case-law by short titles. </label>
</li>
<li>
<label class="">
<input id="experimentalFeatureCheckbox_EF03" name="selectedExperimentExperimentalFeaturesValues" autocomplete="off" class="exp-feature-child-checkbox" type="checkbox" value="EF03"><input type="hidden"
name="_selectedExperimentExperimentalFeaturesValues" value="on"> Visualisation of document relationships. It displays a dynamic graph with relations between the act and related documents. It is currently only available for legal
acts. </label>
</li>
</ul>
</li>
<li>
<ul class="browseTree">
<li>
<label class="">
<input id="experimentalFeatureCheckbox_EF01" name="selectedExperimentExperimentalFeaturesValues" autocomplete="off" class="exp-feature-child-checkbox" type="checkbox" value="EF01"><input type="hidden"
name="_selectedExperimentExperimentalFeaturesValues" value="on"> Deep linking. It enables links to other legal acts referred to within the documents. It is currently only available for documents smaller than 900 KB. </label>
</li>
</ul>
</li>
</ul>
</fieldset>
</div>
<div>
<button id="exp-feature-btn-apply" type="submit" class="btn btn-sm btn-primary radius5p"> Apply </button>
</div>
</div>
</div>
<div>
<input type="hidden" name="_csrf" value="e3da33a3-7cfe-4ea2-8be6-3222686a7ab0">
</div>
</form>Name: quick-search — POST ./../../../../quick-search-form.html
<form id="quick-search" name="quick-search" class="DistinctiveForm QSF" action="./../../../../quick-search-form.html" method="post" onsubmit="showHourglass();" autocomplete="off">
<input id="editscope" type="hidden" name="scope" value="EURLEX">
<div class="QuickSearch">
<label for="QuickSearchField"><i class="fa fa-search hidden-xs" aria-hidden="true"></i><span class="sr-only">Quick search</span></label>
<textarea id="QuickSearchField" name="text" class="form-control NoBorders AutoGrow typeahead autocompleteField" data-provide="typeahead" placeholder="QUICK SEARCH" aria-describedby="QuickSearchHelp" rows="1" autocomplete="off"
style="overflow-y: hidden; height: auto; resize: none;"></textarea>
<button class="btn btn-primary QuickSearchBtn" type="submit" title="Search" aria-label="Search">
<i class="fa fa-search" aria-hidden="true"></i>
</button>
</div>
<div class="DistinctiveFormMessage EurlexTooltip" tabindex="0" data-toggle="tooltip" title="" data-original-title="Please clear the other quick search options before using this one"></div>
<div>
<input type="hidden" name="_csrf" value="e3da33a3-7cfe-4ea2-8be6-3222686a7ab0">
</div>
</form>Name: multilingualForm — POST ./../../../../legal-content/EN/TXT/?uri= CELEX:32021D0914
<form action="./../../../../legal-content/EN/TXT/?uri=
CELEX:32021D0914" class="form-inline" id="form" name="multilingualForm" method="post"><input type="hidden" name="_csrf" value="e3da33a3-7cfe-4ea2-8be6-3222686a7ab0"><input type="hidden" name="from" value="EN">
<div class="form-group">
<label for="MDLang1" class="sr-only">Language 1 </label>
<select id="MDLang1" name="lang1" class="input-sm form-control NoBorders" aria-label="Choose language">
<option value="EN">English (en)</option>
<option value="BG">Bulgarian (bg)</option>
<option value="ES">Spanish (es)</option>
<option value="CS">Czech (cs)</option>
<option value="DA">Danish (da)</option>
<option value="DE">German (de)</option>
<option value="ET">Estonian (et)</option>
<option value="EL">Greek (el)</option>
<option value="EN" selected="selected">English (en)</option>
<option value="FR">French (fr)</option>
<option value="GA">Irish (ga)</option>
<option value="HR">Croatian (hr)</option>
<option value="IT">Italian (it)</option>
<option value="LV">Latvian (lv)</option>
<option value="LT">Lithuanian (lt)</option>
<option value="HU">Hungarian (hu)</option>
<option value="MT">Maltese (mt)</option>
<option value="NL">Dutch (nl)</option>
<option value="PL">Polish (pl)</option>
<option value="PT">Portuguese (pt)</option>
<option value="RO">Romanian (ro)</option>
<option value="SK">Slovak (sk)</option>
<option value="SL">Slovenian (sl)</option>
<option value="FI">Finnish (fi)</option>
<option value="SV">Swedish (sv)</option>
</select>
</div>
<div class="form-group">
<label for="MDLang2" class="sr-only">Language 2 </label>
<select id="MDLang2" name="lang2" class="input-sm form-control NoBorders" aria-label="Choose language">
<option value="choose" selected="selected">Please choose</option>
<option value="BG">Bulgarian (bg)</option>
<option value="ES">Spanish (es)</option>
<option value="CS">Czech (cs)</option>
<option value="DA">Danish (da)</option>
<option value="DE">German (de)</option>
<option value="ET">Estonian (et)</option>
<option value="EL">Greek (el)</option>
<option value="EN">English (en)</option>
<option value="FR">French (fr)</option>
<option value="GA">Irish (ga)</option>
<option value="HR">Croatian (hr)</option>
<option value="IT">Italian (it)</option>
<option value="LV">Latvian (lv)</option>
<option value="LT">Lithuanian (lt)</option>
<option value="HU">Hungarian (hu)</option>
<option value="MT">Maltese (mt)</option>
<option value="NL">Dutch (nl)</option>
<option value="PL">Polish (pl)</option>
<option value="PT">Portuguese (pt)</option>
<option value="RO">Romanian (ro)</option>
<option value="SK">Slovak (sk)</option>
<option value="SL">Slovenian (sl)</option>
<option value="FI">Finnish (fi)</option>
<option value="SV">Swedish (sv)</option>
</select>
</div>
<div class="form-group">
<label for="MDLang3" class="sr-only">Language 3 </label>
<select id="MDLang3" name="lang3" class="input-sm form-control NoBorders" aria-label="Choose language">
<option value="choose" selected="selected">Please choose</option>
<option value="BG">Bulgarian (bg)</option>
<option value="ES">Spanish (es)</option>
<option value="CS">Czech (cs)</option>
<option value="DA">Danish (da)</option>
<option value="DE">German (de)</option>
<option value="ET">Estonian (et)</option>
<option value="EL">Greek (el)</option>
<option value="EN">English (en)</option>
<option value="FR">French (fr)</option>
<option value="GA">Irish (ga)</option>
<option value="HR">Croatian (hr)</option>
<option value="IT">Italian (it)</option>
<option value="LV">Latvian (lv)</option>
<option value="LT">Lithuanian (lt)</option>
<option value="HU">Hungarian (hu)</option>
<option value="MT">Maltese (mt)</option>
<option value="NL">Dutch (nl)</option>
<option value="PL">Polish (pl)</option>
<option value="PT">Portuguese (pt)</option>
<option value="RO">Romanian (ro)</option>
<option value="SK">Slovak (sk)</option>
<option value="SL">Slovenian (sl)</option>
<option value="FI">Finnish (fi)</option>
<option value="SV">Swedish (sv)</option>
</select>
</div>
<button type="submit" class="btn btn-sm btn-primary" aria-label="Display"
onclick="javascript:($('.AffixSidebarWrapper .Selected').length > 0) ? multilingualFormPiwikTracking($('.AffixSidebarWrapper .Selected a').siblings('input[id^=selectedTabEnglishTranslationID]').val()) : multilingualFormPiwikTracking('') ;submit(); showHourglass();">Display</button>
</form>Text Content
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* daDansk
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* etEesti keel
* elΕλληνικά
* enEnglish
* frFrançais
* gaGaeilge
* hrHrvatski
* itItaliano
* lvLatviešu valoda
* ltLietuvių kalba
* huMagyar
* mtMalti
* nlNederlands
* plPolski
* ptPortuguês
* roRomână
* skSlovenčina
* slSlovenščina
* fiSuomi
* svSvenska
EUR-Lex
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<a
href="https://eur-lex.europa.eu/content/help/eurlex-content/experimental-features.html"
target="_blank">More about the experimental features corner</a> Experimental
features
×
CHOOSE THE EXPERIMENTAL FEATURES YOU WANT TO TRY
--------------------------------------------------------------------------------
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* 07/06/2021
* Legal act
Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard
contractual clauses for the transfer of personal data to third countries
pursuant to Regulation (EU) 2016/679 of the European Parliament and of the
Council (Text with EEA relevance)
Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard
contractual clauses for the transfer of personal data to third countries
pursuant to Regulation (EU) 2016/679 of the European Parliament and of the
Council (Text with EEA relevance)
Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard
contractual clauses for the transfer of personal data to third countries
pursuant to Regulation (EU) 2016/679 of the European Parliament and of the
Council (Text with EEA relevance)
C/2021/3972
OJ L 199, 7.6.2021, p. 31–61 (BG, ES, CS, DA, DE, ET, EL, EN, FR, GA, HR, IT,
LV, LT, HU, MT, NL, PL, PT, RO, SK, SL, FI, SV)
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Official Journal of the European Union
L 199/31
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COMMISSION IMPLEMENTING DECISION (EU) 2021/914
of 4 June 2021
on standard contractual clauses for the transfer of personal data to third
countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of
the Council
(Text with EEA relevance)
THE EUROPEAN COMMISSION,
Having regard to the Treaty on the Functioning of the European Union,
Having regard to Regulation (EU) 2016/679 of the European Parliament and of the
Council of 27 April 2016 on the protection of natural persons with regard to the
processing of personal data and on the free movement of such data, and repealing
Directive 95/46/EC (General Data Protection Regulation) (1), and in particular
Article 28(7) and Article 46(2)(c) thereof,
Whereas:
(1)
Technological developments are facilitating cross-border data flows necessary
for the expansion of international cooperation and international trade. At the
same time, it is necessary to ensure that the level of protection of natural
persons guaranteed by Regulation (EU) 2016/679 is not undermined where personal
data is transferred to third countries, including in cases of onward
transfers (2). The data transfer provisions in Chapter V of Regulation (EU)
2016/679 are intended to ensure the continuity of that high level of protection
where personal data is transferred to a third country (3).
(2)
Pursuant to Article 46(1) of Regulation (EU) 2016/679, in the absence of an
adequacy decision by the Commission pursuant to Article 45(3), a controller or
processor may transfer personal data to a third country only if it has provided
appropriate safeguards, and on condition that enforceable rights and effective
legal remedies for data subjects are available. Such safeguards may be provided
for by standard data protection clauses adopted by the Commission pursuant to
Article 46(2)(c).
(3)
The role of standard contractual clauses is limited to ensuring appropriate data
protection safeguards for international data transfers. Therefore, the
controller or processor transferring the personal data to a third country (the
‘data exporter’) and the controller or processor receiving the personal data
(the ‘data importer’) are free to include those standard contractual clauses in
a wider contract and to add other clauses or additional safeguards, provided
that they do not contradict, directly or indirectly, the standard contractual
clauses or prejudice the fundamental rights or freedoms of data subjects.
Controllers and processors are encouraged to provide additional safeguards by
means of contractual commitments that supplement the standard contractual
clauses (4). The use of the standard contractual clauses is without prejudice to
any contractual obligations of the data exporter and/or importer to ensure
respect for applicable privileges and immunities.
(4)
Beyond using standard contractual clauses to provide appropriate safeguards for
transfers pursuant to Article 46(1) of Regulation (EU) 2016/679, the data
exporter has to fulfil its general responsibilities as controller or processor
under Regulation (EU) 2016/679. Those responsibilities include an obligation of
the controller to provide data subjects with information about the fact that it
intends to transfer their personal data to a third country pursuant to
Article 13(1)(f) and Article 14(1)(f) of Regulation (EU) 2016/679. In the case
of transfers pursuant to Article 46 of Regulation (EU) 2016/679, such
information must include a reference to the appropriate safeguards and the means
by which to obtain a copy of them or information where they have been made
available.
(5)
Commission Decisions 2001/497/EC (5) and 2010/87/EU (6) contain standard
contractual clauses to facilitate the transfer of personal data from a data
controller established in the Union to a controller or processor established in
a third country that does not offer an adequate level of protection. Those
decisions were based on Directive 95/46/EC of the European Parliament and of the
Council (7).
(6)
Pursuant to Article 46(5) of Regulation (EU) 2016/679, Decision 2001/497/EC and
Decision 2010/87/EU remain in force until amended, replaced or repealed, if
necessary, by a Commission decision adopted pursuant to Article 46(2) of that
Regulation. The standard contractual clauses in the decisions required updating
in the light of new requirements in Regulation (EU) 2016/679. Moreover, since
the decisions were adopted, the digital economy has seen significant
developments, with the widespread use of new and more complex processing
operations often involving multiple data importers and exporters, long and
complex processing chains, and evolving business relationships. This calls for
modernisation of the standard contractual clauses to reflect those realities
better, by covering additional processing and transfer situations, and to allow
a more flexible approach, for example with respect to the number of parties able
to join the contract.
(7)
A controller or processor may use the standard contractual clauses set out in
the Annex to this Decision to provide appropriate safeguards within the meaning
of Article 46(1) of Regulation (EU) 2016/679 for the transfer of personal data
to a processor or controller established in a third country, without prejudice
to the interpretation of the notion of international transfer in Regulation (EU)
2016/679. The standard contractual clauses may be used for such transfers only
to the extent that the processing by the importer does not fall within the scope
of Regulation (EU) 2016/679. This also includes the transfer of personal data by
a controller or processor not established in the Union, to the extent that the
processing is subject to Regulation (EU) 2016/679 (pursuant to Article 3(2)
thereof), because it relates to the offering of goods or services to data
subjects in the Union or the monitoring of their behaviour as far as it takes
place within the Union.
(8)
Given the general alignment of Regulation (EU) 2016/679 and Regulation (EU)
2018/1725 of the European Parliament and of the Council (8), it should be
possible to use the standard contractual clauses also in the context of a
contract, as referred to in Article 29(4) of Regulation (EU) 2018/1725 for the
transfer of personal data to a sub-processor in a third country by a processor
that is not a Union institution or body, but which is subject to Regulation (EU)
2016/679 and which processes personal data on behalf of a Union institution or
body in accordance with Article 29 of Regulation (EU) 2018/1725. Provided the
contract reflects the same data protection obligations as set out in the
contract or other legal act between the controller and the processor pursuant to
Article 29(3) Regulation (EU) 2018/1725, in particular by providing sufficient
guarantees for technical and organisational measures to ensure that the
processing meets the requirements of that Regulation, this will ensure
compliance with Article 29(4) of Regulation (EU) 2018/1725. In particular, that
will be the case where the controller and processor use the standard contractual
clauses in Commission Implementing Decision on standard contractual clauses
between controllers and processors under Article 28(7) of Regulation (EU)
2016/679 of the European Parliament and of the Council and Article 29(7) of
Regulation (EU) 2018/1725 of the European Parliament and of the Council (9).
(9)
Where the processing involves data transfers from controllers subject to
Regulation (EU) 2016/679 to processors outside its territorial scope or from
processors subject to Regulation (EU) 2016/679 to sub-processors outside its
territorial scope, the standard contractual clauses set out in the Annex to this
Decision should also allow to fulfil the requirements of Article 28(3) and (4)
of Regulation (EU) 2016/679.
(10)
The standard contractual clauses set out in the Annex to this Decision combine
general clauses with a modular approach to cater for various transfer scenarios
and the complexity of modern processing chains. In addition to the general
clauses, controllers and processors should select the module applicable to their
situation, so as to tailor their obligations under the standard contractual
clauses to their role and responsibilities in relation to the data processing in
question. It should be possible for more than two parties to adhere to the
standard contractual clauses. Moreover, additional controllers and processors
should be allowed to accede to the standard contractual clauses as data
exporters or importers throughout the lifecycle of the contract of which they
form a part.
(11)
In order to provide appropriate safeguards, the standard contractual clauses
should ensure that the personal data transferred on that basis is afforded a
level of protection essentially equivalent to that guaranteed within the
Union (10). With a view to ensuring transparency of processing, data subjects
should be provided with a copy of the standard contractual clauses and be
informed, in particular, of the categories of personal data processed, the right
to obtain a copy of the standard contractual clauses, and any onward transfer.
Onward transfers by the data importer to a third party in another third country
should be allowed only if the third party accedes to the standard contractual
clauses, if the continuity of protection is ensured otherwise, or in specific
situations, such as on the basis of the explicit, informed consent of the data
subject.
(12)
With some exceptions, in particular as regards certain obligations that
exclusively concern the relationship between the data exporter and data
importer, data subjects should be able to invoke, and where necessary enforce,
the standard contractual clauses as third-party beneficiaries. Therefore, while
the parties should be allowed to choose the law of one of the Member States as
governing the standard contractual clauses, that law must allow for third-party
beneficiary rights. In order to facilitate individual redress, the standard
contractual clauses should require the data importer to inform data subjects of
a contact point and to deal promptly with any complaints or requests. In the
event of a dispute between the data importer and a data subject who invokes his
or her rights as a third-party beneficiary, the data subject should be able to
lodge a complaint with the competent supervisory authority or refer the dispute
to the competent courts in the EU.
(13)
In order to ensure effective enforcement, the data importer should be required
to submit to the jurisdiction of such authority and courts, and to commit to
abide by any binding decision under the applicable Member State law. In
particular, the data importer should agree to respond to enquiries, submit to
audits and comply with the measures adopted by the supervisory authority,
including remedial and compensatory measures. In addition, the data importer
should have the option of offering data subjects the opportunity to seek redress
before an independent dispute resolution body, at no cost. In line with
Article 80(1) of Regulation (EU) 2016/679, data subjects should be allowed to be
represented by associations or other bodies in disputes against the data
importer if they so wish.
(14)
The standard contractual clauses should provide for rules on liability between
the parties and with respect to data subjects, and rules on indemnification
between the parties. Where the data subject suffers material or non-material
damage as a consequence of any breach of the third-party beneficiary rights
under the standard contractual clauses, he or she should be entitled to
compensation. This should be without prejudice to any liability under Regulation
(EU) 2016/679.
(15)
In the case of a transfer to a data importer acting as a processor or
sub-processor, specific requirements should apply in accordance with
Article 28(3) of Regulation (EU) 2016/679. The standard contractual clauses
should require the data importer to make available all information necessary to
demonstrate compliance with the obligations set out in the clauses and to allow
for and contribute to audits of its processing activities by the data exporter.
With respect to the engagement of any sub-processor by the data importer, in
line with Article 28(2) and (4) of Regulation (EU) 2016/679, the standard
contractual clauses should in particular set out the procedure for general or
specific authorisation from the data exporter and the requirement for a written
contract with the sub-processor ensuring the same level of protection as under
the clauses.
(16)
It is appropriate to provide different safeguards in the standard contractual
clauses that cover the specific situation of a transfer of personal data by a
processor in the Union to its controller in a third country and reflect the
limited self-standing obligations for processors under Regulation (EU) 2016/679.
In particular, the standard contractual clauses should require the processor to
inform the controller if it is unable to follow its instructions, including if
such instructions infringe Union data protection law, and require the controller
to refrain from any actions that would prevent the processor from fulfilling its
obligations under Regulation (EU) 2016/679. They should also require the parties
to assist each other in responding to enquiries and requests from data subjects
under the local law applicable to the data importer or, for data processing in
the Union, under Regulation (EU) 2016/679. Additional requirements to address
any effects of the laws of the third country of destination on the controller’s
compliance with the clauses, in particular how to deal with binding requests
from public authorities in the third country for disclosure of the transferred
personal data, should apply where the Union processor combines the personal data
received from the controller in the third country with personal data collected
by the processor in the Union. Conversely, no such requirements are justified
where the outsourcing merely involves the processing and transfer back of
personal data that has been received from the controller and in any event has
been and will remain subject to the jurisdiction of the third country in
question.
(17)
The parties should be able to demonstrate compliance with the standard
contractual clauses. In particular, the data importer should be required to keep
appropriate documentation for the processing activities under its responsibility
and to inform the data exporter promptly if it is unable to comply with the
clauses, for whatever reason. In turn, the data exporter should suspend the
transfer and, in particularly serious cases, have the right to terminate the
contract, insofar as it concerns the processing of personal data under standard
contractual clauses, where the data importer is in breach of the clauses or
unable to comply with them. Specific rules should apply where local laws affect
compliance with the clauses. Personal data that has been transferred prior to
the termination of the contract, and any copies thereof, should at the choice of
the data exporter be returned to the data exporter or destroyed in their
entirety.
(18)
The standard contractual clauses should provide for specific safeguards, in
particular in the light of the case law of the Court of Justice (11), to address
any effects of the laws of the third country of destination on the data
importer’s compliance with the clauses, in particular how to deal with binding
requests from public authorities in that country for disclosure of the
transferred personal data.
(19)
The transfer and processing of personal data under standard contractual clauses
should not take place if the laws and practices of the third country of
destination prevent the data importer from complying with the clauses. In this
context, 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 should not be considered as being in conflict with the
standard contractual clauses. The parties should warrant that, at the time of
agreeing to the standard contractual clauses, they have no reason to believe
that the laws and practices applicable to the data importer are not in line with
these requirements.
(20)
The parties should take account, in particular, of the specific circumstances of
the transfer (such as the content and duration of the contract, the nature of
the data to be transferred, the type of recipient, the purpose of the
processing), the laws and practices of the third country of destination that are
relevant in light of the circumstances of the transfer and any safeguards put in
place to supplement those under the standard contractual clauses (including
relevant contractual, technical and organisational measures applying to the
transmission of personal data and its processing in the country of destination).
As regards the impact of such laws and practices on compliance with the standard
contractual clauses, different elements may be considered as part of an overall
assessment, including reliable information on the application of the law in
practice (such as case law and reports by independent oversight bodies), the
existence or absence of requests in the same sector and, under strict
conditions, the documented practical experience of the data exporter and/or data
importer.
(21)
The data importer should notify the data exporter if, after agreeing to the
standard contractual clauses, it has reason to believe that it is not able to
comply with the standard contractual clauses. If the data exporter receives such
notification or otherwise becomes aware that the data importer is no longer able
to comply with the standard contractual clauses, it should identify appropriate
measures to address the situation, if necessary in consultation with the
competent supervisory authority. Such measures may include supplementary
measures adopted by the data exporter and/or data importer, such as technical or
organisational measures to ensure security and confidentiality. The data
exporter should be required to suspend the transfer if it considers that no
appropriate safeguards can be ensured, or if so instructed by the competent
supervisory authority.
(22)
Where possible, the data importer should notify the data exporter and the data
subject if it receives a legally binding request from a public (including
judicial) authority under the law of the country of destination for disclosure
of personal data transferred pursuant to the standard contractual clauses.
Similarly, it should notify them if it becomes aware of any direct access by
public authorities to such personal data, in accordance with the law of the
third country of destination. If, despite its best efforts, the data importer is
not in a position to notify the data exporter and/or the data subject of
specific disclosure requests, it should provide the data exporter with as much
relevant information as possible on the requests. In addition, the data importer
should provide the data exporter with aggregate information at regular
intervals. The data importer should also be required to document any request for
disclosure received and the response provided, and make that information
available to the data exporter or the competent supervisory authority, or both,
upon request. If, following a review of the legality of such a request under the
laws of the country of destination, the data importer concludes that there are
reasonable grounds to consider that the request is unlawful under the laws of
the third country of destination, it should challenge it, including, where
appropriate, by exhausting available possibilities of appeal. In any event, if
the data importer is no longer able to comply with the standard contractual
clauses, it should inform the data exporter accordingly, including where this is
the consequence of a request for disclosure.
(23)
As stakeholder needs, technology and processing operations may change, the
Commission should evaluate the operation of the standard contractual clauses in
the light of experience, as part of the periodic evaluation of Regulation (EU)
2016/679 referred to in Article 97 of that Regulation.
(24)
Decision 2001/497/EC and Decision 2010/87/EU should be repealed three months
after the entry into force of this Decision. During that period, data exporters
and data importers should, for the purpose of Article 46(1) of Regulation (EU)
2016/679, still be able to use the standard contractual clauses set out in
Decisions 2001/497/EC and 2010/87/EU. For an additional period of 15 months,
data exporters and data importers should, for the purpose of Article 46(1) of
Regulation (EU) 2016/679, be able to continue to rely on standard contractual
clauses set out in Decisions 2001/497/EC and 2010/87/EU for the performance of
contracts concluded between them before the date of repeal of those decisions,
provided that the processing operations that are the subject matter of the
contract remain unchanged and that reliance on the clauses ensures that the
transfer of personal data is subject to appropriate safeguards within the
meaning of Article 46(1) of Regulation (EU) 2016/679. In the event of relevant
changes to the contract, the data exporter should be required to rely on a new
ground for data transfers under the contract, in particular by replacing the
existing standard contractual clauses with the standard contractual clauses set
out in the Annex to this Decision. The same should apply to any sub-contracting
to a (sub-)processor of processing operations covered by the contract.
(25)
The European Data Protection Supervisor and the European Data Protection Board
were consulted in accordance with Article 42(1) and (2) of Regulation (EU)
2018/1725 and delivered a joint opinion on 14 January 2021 (12), which has been
taken into consideration in the preparation of this Decision.
(26)
The measures provided for in this Decision are in accordance with the opinion of
the Committee established under Article 93 of Regulation (EU) 2016/679,
HAS ADOPTED THIS DECISION:
Article 1
1. The standard contractual clauses set out in the Annex are considered to
provide appropriate safeguards within the meaning of Article 46(1) and (2)(c) of
Regulation (EU) 2016/679 for the transfer by a controller or processor of
personal data processed subject to that Regulation (data exporter) to a
controller or (sub-)processor whose processing of the data is not subject to
that Regulation (data importer).
2. The standard contractual clauses also set out the rights and obligations of
controllers and processors with respect to the matters referred to in
Article 28(3) and (4) of Regulation (EU) 2016/679, as regards the transfer of
personal data from a controller to a processor, or from a processor to a
sub-processor.
Article 2
Where the competent Member State authorities exercise corrective powers pursuant
to Article 58 of Regulation (EU) 2016/679 in response to the data importer being
or becoming subject to laws or practices in the third country of destination
that prevent it from complying with the standard contractual clauses set out in
the Annex, leading to the suspension or ban of data transfers to third
countries, the Member State concerned shall, without delay, inform the
Commission, which will forward the information to the other Member States.
Article 3
The Commission shall evaluate the practical application of the standard
contractual clauses set out in the Annex on the basis of all available
information, as part of the periodic evaluation required by Article 97 of
Regulation (EU) 2016/679.
Article 4
1. This Decision shall enter into force on the twentieth day following that of
its publication in the Official Journal of the European Union.
2. Decision 2001/497/EC is repealed with effect from 27 September 2021.
3. Decision 2010/87/EU is repealed with effect from 27 September 2021.
4. Contracts concluded before 27 September 2021 on the basis of Decision
2001/497/EC or Decision 2010/87/EU shall be deemed to provide appropriate
safeguards within the meaning of Article 46(1) of Regulation (EU) 2016/679 until
27 December 2022, provided the processing operations that are the subject matter
of the contract remain unchanged and that reliance on those clauses ensures that
the transfer of personal data is subject to appropriate safeguards.
Done at Brussels, 4 June 2021.
For the Commission
The President
Ursula VON DER LEYEN
--------------------------------------------------------------------------------
(1) OJ L 119, 4.5.2016, p. 1.
(2) Article 44 of Regulation (EU) 2016/679.
(3) See also judgment of the Court of Justice of 16 July 2020 in Case C-311/18,
Data Protection Commissioner v Facebook Ireland Ltd and Maximillian Schrems
(‘Schrems II’), ECLI:EU:C:2020:559, paragraph 93.
(4) Recital 109 of Regulation (EU) 2016/679.
(5) Commission Decision 2001/497/EC of 15 June 2001 on standard contractual
clauses for the transfer of personal data to third countries, under Directive
95/46/EC (OJ L 181, 4.7.2001, p. 19).
(6) Commission Decision 2010/87/EU of 5 February 2010 on standard contractual
clauses for the transfer of personal data to processors established in third
countries under Directive 95/46/EC of the European Parliament and of the Council
(OJ L 39, 12.2.2010, p. 5).
(7) Directive 95/46/EC of the European Parliament and of the Council of
24 October 1995 on the protection of individuals with regard to the processing
of personal data and on the free movement of such data (OJ L 281, 23.11.1995,
p. 31).
(8) Regulation (EU) 2018/1725 of the European Parliament and of the Council of
23 October 2018 on the protection of natural persons with regard to the
processing of personal data by the Union institutions, bodies, offices and
agencies and on the free movement of such data and repealing Regulation (EC)
No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39); see
recital 5.
(9) C(2021) 3701.
(10) Schrems II, paragraphs 96 and 103. See also Regulation (EU) 2016/679,
recitals 108 and 114.
(11) Schrems II.
(12) EDPB EDPS Joint Opinion 2/2021 on the European Commission’s Implementing
Decision on standard contractual clauses for the transfer of personal data to
third countries for the matters referred to in Article 46(2)(c) of Regulation
(EU) 2016/679.
--------------------------------------------------------------------------------
ANNEX
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
(a)
The purpose of these standard contractual clauses is to ensure compliance with
the requirements of Regulation (EU) 2016/679 of the European Parliament and of
the Council of 27 April 2016 on the protection of natural persons with regard to
the processing of personal data and on the free movement of such data (General
Data Protection Regulation) (1) for the transfer of 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.
(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 – Optional
Docking clause
(a)
An entity that is not a Party to these Clauses may, with the agreement of the
Parties, accede to these Clauses at any time, either as a data exporter or as a
data importer, by completing the Appendix and signing Annex I.A.
(b)
Once it has completed the Appendix and signed Annex I.A, the acceding entity
shall become a Party to these Clauses and have the rights and obligations of a
data exporter or data importer in accordance with its designation in Annex I.A.
(c)
The acceding entity shall have no rights or obligations arising under these
Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that
the data importer is able, through the implementation of appropriate technical
and organisational measures, to satisfy its obligations under these Clauses.
MODULE ONE: Transfer controller to controller
8.1 Purpose limitation
The data importer shall process the personal data only for the specific
purpose(s) of the transfer, as set out in Annex I.B. It may only process the
personal data for another purpose:
(i)
where it has obtained the data subject’s prior consent;
(ii)
where necessary for the establishment, exercise or defence 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 organisational measures to ensure compliance with this obligation,
including erasure or anonymisation (2) 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 organisational measures to ensure the
security of the personal data, including protection against a breach of security
leading to accidental or unlawful destruction, loss, alteration, unauthorised
disclosure or access (hereinafter ‘personal data breach’). In assessing the
appropriate level of security, they shall take due account of the state of the
art, the costs of implementation, the nature, scope, context and purpose(s) of
processing and the risks involved in the processing for the data subject. The
Parties shall in particular consider having recourse to encryption or
pseudonymisation, including during transmission, where the purpose of processing
can be fulfilled in that manner.
(b)
The Parties have agreed on the technical and organisational measures set out in
Annex II. The data importer shall carry out regular checks to ensure that these
measures continue to provide an appropriate level of security.
(c)
The data importer shall ensure that persons authorised to process the personal
data have committed themselves to confidentiality or are under an appropriate
statutory obligation of confidentiality.
(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 (3) (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 benefitting from an adequacy decision pursuant to Article 45
of Regulation (EU) 2016/679 that covers the onward transfer;
(ii)
the third party otherwise ensures appropriate safeguards pursuant to Articles 46
or 47 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 defence 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.
MODULE TWO: Transfer controller to processor
8.1 Instructions
(a)
The data importer shall process the personal data only on documented
instructions from the data exporter. The data exporter may give such
instructions throughout the duration of the contract.
(b)
The data importer shall immediately inform the data exporter if it is unable to
follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific
purpose(s) of the transfer, as set out in Annex I.B, unless on further
instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the
Appendix as completed by the Parties, available to the data subject free of
charge. To the extent necessary to protect business secrets or other
confidential information, including the measures described in Annex II and
personal data, the data exporter may redact part of the text of the Appendix to
these Clauses prior to sharing a copy, but shall provide a meaningful summary
where the data subject would otherwise not be able to understand the its content
or exercise his/her rights. On request, the Parties shall provide the data
subject with the reasons for the redactions, to the extent possible without
revealing the redacted information. This Clause is without prejudice to the
obligations of the data exporter under Articles 13 and 14 of Regulation (EU)
2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is
inaccurate, or has become outdated, it shall inform the data exporter without
undue delay. In this case, the data importer shall cooperate with the data
exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified
in Annex I.B. After the end of the provision of the processing services, the
data importer shall, at the choice of the data exporter, delete all personal
data processed on behalf of the data exporter and certify to the data exporter
that it has done so, or return to the data exporter all personal data processed
on its behalf and delete existing copies. Until the data is deleted or returned,
the data importer shall continue to ensure compliance with these Clauses. In
case of local laws applicable to the data importer that prohibit return or
deletion of the personal data, the data importer warrants that it will continue
to ensure compliance with these Clauses and will only process it to the extent
and for as long as required under that local law. This is without prejudice to
Clause 14, in particular the requirement for the data importer under Clause
14(e) to notify the data exporter throughout the duration of the contract if it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under Clause 14(a).
8.6 Security of processing
(a)
The data importer and, during transmission, also the data exporter shall
implement appropriate technical and organisational measures to ensure the
security of the data, including protection against a breach of security leading
to accidental or unlawful destruction, loss, alteration, unauthorised disclosure
or access to that data (hereinafter ‘personal data breach’). In assessing the
appropriate level of security, the Parties shall take due account of the state
of the art, the costs of implementation, the nature, scope, context and
purpose(s) of processing and the risks involved in the processing for the data
subjects. The Parties shall in particular consider having recourse to encryption
or pseudonymisation, including during transmission, where the purpose of
processing can be fulfilled in that manner. In case of pseudonymisation, the
additional information for attributing the personal data to a specific data
subject shall, where possible, remain under the exclusive control of the data
exporter. In complying with its obligations under this paragraph, the data
importer shall at least implement the technical and organisational measures
specified in Annex II. The data importer shall carry out regular checks to
ensure that these measures continue to provide an appropriate level of security.
(b)
The data importer shall grant access to the personal data to members of its
personnel only to the extent strictly necessary for the implementation,
management and monitoring of the contract. It shall ensure that persons
authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of
confidentiality.
(c)
In the event of a personal data breach concerning personal data processed by the
data importer under these Clauses, the data importer shall take appropriate
measures to address the breach, including measures to mitigate its adverse
effects. The data importer shall also notify the data exporter without undue
delay after having become aware of the breach. Such notification shall contain
the details of a contact point where more information can be obtained, a
description of the nature of the breach (including, where possible, categories
and approximate number of data subjects and personal data records concerned),
its likely consequences and the measures taken or proposed to address the breach
including, where appropriate, measures to mitigate its possible adverse effects.
Where, and in so far as, it is not possible to provide all information at the
same time, the initial notification shall contain the information then available
and further information shall, as it becomes available, subsequently be provided
without undue delay.
(d)
The data importer shall cooperate with and assist the data exporter to enable
the data exporter to comply with its obligations under Regulation (EU) 2016/679,
in particular to notify the competent supervisory authority and the affected
data subjects, taking into account the nature of processing and the information
available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a person’s sex life or
sexual orientation, or data relating to criminal convictions and offences
(hereinafter ‘sensitive data’), the data importer shall apply the specific
restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on
documented instructions from the data exporter. In addition, the data may only
be disclosed to a third party located outside the European Union (4) (in the
same country as the data importer or in another third country, hereinafter
‘onward transfer’) if the third party is or agrees to be bound by these Clauses,
under the appropriate Module, or if:
(i)
the onward transfer is to a country benefitting from an adequacy decision
pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward
transfer;
(ii)
the third party otherwise ensures appropriate safeguards pursuant to Articles 46
or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii)
the onward transfer is necessary for the establishment, exercise or defence of
legal claims in the context of specific administrative, regulatory or judicial
proceedings; or
(iv)
the onward transfer is necessary in order to protect the vital interests of the
data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the
other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a)
The data importer shall promptly and adequately deal with enquiries from the
data exporter that relate to the processing under these Clauses.
(b)
The Parties shall be able to demonstrate compliance with these Clauses. In
particular, the data importer shall keep appropriate documentation on the
processing activities carried out on behalf of the data exporter.
(c)
The data importer shall make available to the data exporter all information
necessary to demonstrate compliance with the obligations set out in these
Clauses and at the data exporter’s request, allow for and contribute to audits
of the processing activities covered by these Clauses, at reasonable intervals
or if there are indications of non-compliance. In deciding on a review or audit,
the data exporter may take into account relevant certifications held by the data
importer.
(d)
The data exporter may choose to conduct the audit by itself or mandate an
independent auditor. Audits may include inspections at the premises or physical
facilities of the data importer and shall, where appropriate, be carried out
with reasonable notice.
(e)
The Parties shall make the information referred to in paragraphs (b) and (c),
including the results of any audits, available to the competent supervisory
authority on request.
MODULE THREE: Transfer processor to processor
8.1 Instructions
(a)
The data exporter has informed the data importer that it acts as processor under
the instructions of its controller(s), which the data exporter shall make
available to the data importer prior to processing.
(b)
The data importer shall process the personal data only on documented
instructions from the controller, as communicated to the data importer by the
data exporter, and any additional documented instructions from the data
exporter. Such additional instructions shall not conflict with the instructions
from the controller. The controller or data exporter may give further documented
instructions regarding the data processing throughout the duration of the
contract.
(c)
The data importer shall immediately inform the data exporter if it is unable to
follow those instructions. Where the data importer is unable to follow the
instructions from the controller, the data exporter shall immediately notify the
controller.
(d)
The data exporter warrants that it has imposed the same data protection
obligations on the data importer as set out in the contract or other legal act
under Union or Member State law between the controller and the data
exporter (5).
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 controller, as communicated to the data importer by the
data exporter, or 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 personal data, the data exporter 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.
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 rectify or erase 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 controller and certify to the data exporter that
it has done so, or return to the data exporter all personal data processed on
its behalf and delete existing copies. Until the data is deleted or returned,
the data importer shall continue to ensure compliance with these Clauses. In
case of local laws applicable to the data importer that prohibit return or
deletion of the personal data, the data importer warrants that it will continue
to ensure compliance with these Clauses and will only process it to the extent
and for as long as required under that local law. This is without prejudice to
Clause 14, in particular the requirement for the data importer under Clause
14(e) to notify the data exporter throughout the duration of the contract if it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under Clause 14(a).
8.6 Security of processing
(a)
The data importer and, during transmission, also the data exporter shall
implement appropriate technical and organisational measures to ensure the
security of the data, including protection against a breach of security leading
to accidental or unlawful destruction, loss, alteration, unauthorised disclosure
or access to that data (hereinafter ‘personal data breach’). In assessing the
appropriate level of security, 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. 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 or the
controller. 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 data to members of its personnel
only to the extent strictly necessary for the implementation, management and
monitoring of the contract. It shall ensure that persons authorised to process
the personal data have committed themselves to confidentiality or are under an
appropriate statutory obligation of confidentiality.
(c)
In the event of a personal data breach concerning personal data processed by the
data importer under these Clauses, the data importer shall take appropriate
measures to address the breach, including measures to mitigate its adverse
effects. The data importer shall also notify, without undue delay, the data
exporter and, where appropriate and feasible, the controller 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 data breach, including 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 its controller so that the latter may in turn notify the
competent supervisory authority and the affected data subjects, taking into
account the nature of processing and the information available to the data
importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a person’s sex life or
sexual orientation, or data relating to criminal convictions and offences
(hereinafter ‘sensitive data’), the data importer shall apply the specific
restrictions and/or additional safeguards set out 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 controller, as communicated to the data
importer by the data exporter. In addition, the data may only be disclosed to a
third party located outside the European Union (6) (in the same country as the
data importer or in another third country, hereinafter ‘onward transfer’) if the
third party is or agrees to be bound by these Clauses, under the appropriate
Module, or if:
(i)
the onward transfer is to a country benefitting from an adequacy decision
pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward
transfer;
(ii)
the third party otherwise ensures appropriate safeguards pursuant to Articles 46
or 47 of Regulation (EU) 2016/679;
(iii)
the onward transfer is necessary for the establishment, exercise or defence of
legal claims in the context of specific administrative, regulatory or judicial
proceedings; or
(iv)
the onward transfer is necessary in order to protect the vital interests of the
data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the
other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a)
The data importer shall promptly and adequately deal with enquiries from the
data exporter or the controller 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 controller.
(c)
The data importer shall make all information necessary to demonstrate compliance
with the obligations set out in these Clauses available to the data exporter,
which shall provide it to the controller.
(d)
The data importer shall allow for and contribute to audits by the data exporter
of the processing activities covered by these Clauses, at reasonable intervals
or if there are indications of non-compliance. The same shall apply where the
data exporter requests an audit on instructions of the controller. In deciding
on an audit, the data exporter may take into account relevant certifications
held by the data importer.
(e)
Where the audit is carried out on the instructions of the controller, the data
exporter shall make the results available to the controller.
(f)
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.
(g)
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.
MODULE FOUR: Transfer processor to controller
8.1 Instructions
(a)
The data exporter shall process the personal data only on documented
instructions from the data importer acting as its controller.
(b)
The data exporter shall immediately inform the data importer if it is unable to
follow those instructions, including if such instructions infringe Regulation
(EU) 2016/679 or other Union or Member State data protection law.
(c)
The data importer shall refrain from any action that would prevent the data
exporter from fulfilling its obligations under Regulation (EU) 2016/679,
including in the context of sub-processing or as regards cooperation with
competent supervisory authorities.
(d)
After the end of the provision of the processing services, the data exporter
shall, at the choice of the data importer, delete all personal data processed on
behalf of the data importer and certify to the data importer that it has done
so, or return to the data importer all personal data processed on its behalf and
delete existing copies.
8.2 Security of processing
(a)
The Parties shall implement appropriate technical and organisational measures to
ensure the security of the data, including during transmission, and protection
against a breach of security leading to accidental or unlawful destruction,
loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data
breach’). In assessing the appropriate level of security, they shall take due
account of the state of the art, the costs of implementation, the nature of the
personal data (7), the nature, scope, context and purpose(s) of processing and
the risks involved in the processing for the data subjects, and 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 data exporter shall assist the data importer in ensuring appropriate
security of the data in accordance with paragraph (a). In case of a personal
data breach concerning the personal data processed by the data exporter under
these Clauses, the data exporter shall notify the data importer without undue
delay after becoming aware of it and assist the data importer in addressing the
breach.
(c)
The data exporter shall ensure that persons authorised to process the personal
data have committed themselves to confidentiality or are under an appropriate
statutory obligation of confidentiality.
8.3 Documentation and compliance
(a)
The Parties shall be able to demonstrate compliance with these Clauses.
(b)
The data exporter shall make available to the data importer all information
necessary to demonstrate compliance with its obligations under these Clauses and
allow for and contribute to audits.
Clause 9
Use of sub-processors
MODULE TWO: Transfer controller to processor
(a)
OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract
any of its processing activities performed on behalf of the data exporter under
these Clauses to a sub-processor without the data exporter’s prior specific
written authorisation. The data importer shall submit the request for specific
authorisation at least [Specify time period] prior to the engagement of the
sub-processor, together with the information necessary to enable the data
exporter to decide on the authorisation. The list of sub-processors already
authorised by the data exporter can be found in Annex III. The Parties shall
keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data
exporter’s general authorisation for the engagement of sub-processor(s) from an
agreed list. The data importer shall specifically inform the data exporter in
writing of any intended changes to that list through the addition or replacement
of sub-processors at least [Specify time period] in advance, thereby giving the
data exporter sufficient time to be able to object to such changes prior to the
engagement of the sub-processor(s). The data importer shall provide the data
exporter with the information necessary to enable the data exporter to exercise
its right to object.
(b)
Where the data importer engages a sub-processor to carry out specific processing
activities (on behalf of the data exporter), it shall do so by way of a written
contract that provides for, in substance, the same data protection obligations
as those binding the data importer under these Clauses, including in terms of
third-party beneficiary rights for data subjects. (8) The Parties agree that, by
complying with this Clause, the data importer fulfils its obligations under
Clause 8.8. The data importer shall ensure that the sub-processor complies with
the obligations to which the data importer is subject pursuant to these Clauses.
(c)
The data importer shall provide, at the data exporter’s request, a copy of such
a sub-processor agreement and any subsequent amendments to the data exporter. To
the extent necessary to protect business secrets or other confidential
information, including personal data, the data importer may redact the text of
the agreement prior to sharing a copy.
(d)
The data importer shall remain fully responsible to the data exporter for the
performance of the sub-processor’s obligations under its contract with the data
importer. The data importer shall notify the data exporter of any failure by the
sub-processor to fulfil its obligations under that contract.
(e)
The data importer shall agree a third-party beneficiary clause with the
sub-processor whereby – in the event the data importer has factually
disappeared, ceased to exist in law or has become insolvent – the data exporter
shall have the right to terminate the sub-processor contract and to instruct the
sub-processor to erase or return the personal data.
MODULE THREE: Transfer processor to processor
(a)
OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract
any of its processing activities performed on behalf of the data exporter under
these Clauses to a sub-processor without the prior specific written
authorisation of the controller. The data importer shall submit the request for
specific authorisation at least [Specify time period] prior to the engagement of
the sub-processor, together with the information necessary to enable the
controller to decide on the authorisation. It shall inform the data exporter of
such engagement. The list of sub-processors already authorised by the controller
can be found in Annex III. The Parties shall keep Annex III up to date.
OPTION 2: 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
sub-processors at least [Specify time period] 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 controller), 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. (9) 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 or controller’s request,
a copy of such a sub-processor agreement and any subsequent amendments. To the
extent necessary to protect business secrets or other confidential information,
including personal data, the data importer may redact the text of the agreement
prior to sharing a copy.
(d)
The data importer shall remain fully responsible to the data exporter for the
performance of the sub-processor’s obligations under its contract with the data
importer. The data importer shall notify the data exporter of any failure by the
sub-processor to fulfil its obligations under that contract.
(e)
The data importer shall agree a third-party beneficiary clause with the
sub-processor whereby – in the event the data importer has factually
disappeared, ceased to exist in law or has become insolvent – the data exporter
shall have the right to terminate the sub-processor contract and to instruct the
sub-processor to erase or return the personal data.
Clause 10
Data subject rights
MODULE ONE: Transfer controller to controller
(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. (10) 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.
MODULE TWO: Transfer controller to processor
(a)
The data importer shall promptly notify the data exporter of any request it has
received from a data subject. It shall not respond to that request itself unless
it has been authorised to do so by the data exporter.
(b)
The data importer shall assist the data exporter in fulfilling its obligations
to respond to data subjects’ requests for the exercise of their rights under
Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II
the appropriate technical and organisational measures, taking into account the
nature of the processing, by which the assistance shall be provided, as well as
the scope and the extent of the assistance required.
(c)
In fulfilling its obligations under paragraphs (a) and (b), the data importer
shall comply with the instructions from the data exporter.
MODULE THREE: Transfer processor to processor
(a)
The data importer shall promptly notify the data exporter and, where
appropriate, the controller of any request it has received from a data subject,
without responding to that request unless it has been authorised to do so by the
controller.
(b)
The data importer shall assist, where appropriate in cooperation with the data
exporter, the controller in fulfilling its obligations to respond to data
subjects’ requests for the exercise of their rights under Regulation (EU)
2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the
Parties shall set out in Annex II the appropriate technical and organisational
measures, taking into account the nature of the processing, by which the
assistance shall be provided, as well as the scope and the extent of the
assistance required.
(c)
In fulfilling its obligations under paragraphs (a) and (b), the data importer
shall comply with the instructions from the controller, as communicated by the
data exporter.
MODULE FOUR: Transfer processor to controller
The Parties shall assist each other in responding to enquiries and requests made
by data subjects under the local law applicable to the data importer or, for
data processing by the data exporter in the EU, under Regulation (EU) 2016/679.
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.
[OPTION: The data importer agrees that data subjects may also lodge a complaint
with an independent dispute resolution body (11) at no cost to the data subject.
It shall inform the data subjects, in the manner set out in paragraph (a), of
such redress mechanism and that they are not required to use it, or follow a
particular sequence in seeking redress.]
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
(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
MODULE ONE: Transfer controller to controller
MODULE FOUR: Transfer processor to controller
(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.
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
(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
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
(a)
[Where the data exporter is established in an EU Member State:] The supervisory
authority with responsibility for ensuring compliance by the data exporter with
Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex
I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) and has appointed a representative pursuant to
Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the
Member State in which the representative within the meaning of Article 27(1) of
Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as
competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) without however having to appoint a
representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The
supervisory authority of one of the Member States in which the data subjects
whose personal data is transferred under these Clauses in relation to the
offering of goods or services to them, or whose behaviour is monitored, are
located, as indicated in Annex I.C, shall act as competent supervisory
authority.
(b)
The data importer agrees to submit itself to the jurisdiction of and cooperate
with the competent supervisory authority in any procedures aimed at ensuring
compliance with these Clauses. In particular, the data importer agrees to
respond to enquiries, submit to audits and comply with the measures adopted by
the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the
necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller (where the EU processor combines
the personal data received from the third country-controller with personal data
collected by the processor in the EU)
(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 (12);
(iii)
any relevant contractual, technical or organisational safeguards put in place to
supplement the safeguards under these Clauses, including measures applied during
transmission and to the processing of the personal data in the country of
destination.
(c)
The data importer warrants that, in carrying out the assessment under paragraph
(b), it has made its best efforts to provide the data exporter with relevant
information and agrees that it will continue to cooperate with the data exporter
in ensuring compliance with these Clauses.
(d)
The Parties agree to document the assessment under paragraph (b) and make it
available to the competent supervisory authority on request.
(e)
The data importer agrees to notify the data exporter promptly if, after having
agreed to these Clauses and for the duration of the contract, it has reason to
believe that it is or has become subject to laws or practices not in line with
the requirements under paragraph (a), including following a change in the laws
of the third country or a measure (such as a disclosure request) indicating an
application of such laws in practice that is not in line with the requirements
in paragraph (a). [For Module Three: The data exporter shall forward the
notification to the controller.]
(f)
Following a notification pursuant to paragraph (e), or if the data exporter
otherwise has reason to believe that the data importer can no longer fulfil its
obligations under these Clauses, the data exporter shall promptly identify
appropriate measures (e.g. technical or organisational measures to ensure
security and confidentiality) to be adopted by the data exporter and/or data
importer to address the situation [for Module Three:, if appropriate in
consultation with the controller]. 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 [for Module Three: the controller or] the competent
supervisory authority to do so. In this case, the data exporter shall be
entitled to terminate the contract, insofar as it concerns the processing of
personal data under these Clauses. If the contract involves more than two
Parties, the data exporter may exercise this right to termination only with
respect to the relevant Party, unless the Parties have agreed otherwise. Where
the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall
apply.
Clause 15
Obligations of the data importer in case of access by public authorities
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller (where the EU processor combines
the personal data received from the third country-controller with personal data
collected by the processor in the EU)
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.
[For Module Three: The data exporter shall forward the notification to the
controller.]
(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.). [For Module Three: The data exporter shall forward
the information to the controller.]
(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. [For Module Three: The data exporter shall make the assessment
available to the controller.]
(c)
The data importer agrees to provide the minimum amount of information
permissible when responding to a request for disclosure, based on a reasonable
interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a)
The data importer shall promptly inform the data exporter if it is unable to
comply with these Clauses, for whatever reason.
(b)
In the event that the data importer is in breach of these Clauses or unable to
comply with these Clauses, the data exporter shall suspend the transfer of
personal data to the data importer until compliance is again ensured or the
contract is terminated. This is without prejudice to Clause 14(f).
(c)
The data exporter shall be entitled to terminate the contract, insofar as it
concerns the processing of personal data under these Clauses, where:
(i)
the data exporter has suspended the transfer of personal data to the data
importer pursuant to paragraph (b) and compliance with these Clauses is not
restored within a reasonable time and in any event within one month of
suspension;
(ii)
the data importer is in substantial or persistent breach of these Clauses; or
(iii)
the data importer fails to comply with a binding decision of a competent court
or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority [for Module
Three: and the controller] of such non-compliance. Where the contract involves
more than two Parties, the data exporter may exercise this right to termination
only with respect to the relevant Party, unless the Parties have agreed
otherwise.
(d)
[For Modules One, Two and Three: 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.] [For Module Four:
Personal data collected by the data exporter in the EU that has been transferred
prior to the termination of the contract pursuant to paragraph (c) shall
immediately be deleted in its entirety, including any copy thereof.] The data
importer shall certify the deletion of the data to the data exporter. Until the
data is deleted or returned, the data importer shall continue to ensure
compliance with these Clauses. In case of local laws applicable to the data
importer that prohibit the return or deletion of the transferred personal data,
the data importer warrants that it will continue to ensure compliance with these
Clauses and will only process the data to the extent and for as long as required
under that local law.
(e)
Either Party may revoke its agreement to be bound by these Clauses where (i) the
European Commission adopts a decision pursuant to Article 45(3) of Regulation
(EU) 2016/679 that covers the transfer of personal data to which these Clauses
apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of
the country to which the personal data is transferred. This is without prejudice
to other obligations applying to the processing in question under Regulation
(EU) 2016/679.
Clause 17
Governing law
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
[OPTION 1: 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 _______ (specify Member State).]
[OPTION 2 (for Modules Two and Three): These Clauses shall be governed by the
law of the EU Member State in which the data exporter is established. Where such
law does not allow for third-party beneficiary rights, they shall be governed by
the law of another EU Member State that does allow for third-party beneficiary
rights. The Parties agree that this shall be the law of _______ (specify Member
State).]
MODULE FOUR: Transfer processor to controller
These Clauses shall be governed by the law of a country allowing for third-party
beneficiary rights. The Parties agree that this shall be the law of _______
(specify country).
Clause 18
Choice of forum and jurisdiction
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
(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 _____ (specify Member
State).
(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.
MODULE FOUR: Transfer processor to controller
Any dispute arising from these Clauses shall be resolved by the courts of _____
(specify country).
--------------------------------------------------------------------------------
(1) Where the data exporter is a processor subject to Regulation (EU) 2016/679
acting on behalf of a Union institution or body as controller, reliance on these
Clauses when engaging another processor (sub-processing) not subject to
Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of
Regulation (EU) 2018/1725 of the European Parliament and of the Council of
23 October 2018 on the protection of natural persons with regard to the
processing of personal data by the Union institutions, bodies, offices and
agencies and on the free movement of such data, and repealing Regulation (EC)
No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the
extent these Clauses and the data protection obligations as set out in the
contract or other legal act between the controller and the processor pursuant to
Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular
be the case where the controller and processor rely on the standard contractual
clauses included in Decision 2021/915.
(2) This requires rendering the data anonymous in such a way that the
individual is no longer identifiable by anyone, in line with recital 26 of
Regulation (EU) 2016/679, and that this process is irreversible.
(3) The Agreement on the European Economic Area (EEA Agreement) provides for
the extension of the European Union’s internal market to the three EEA States
Iceland, Liechtenstein and Norway. The Union data protection legislation,
including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been
incorporated into Annex XI thereto. Therefore, any disclosure by the data
importer to a third party located in the EEA does not qualify as an onward
transfer for the purpose of these Clauses.
(4) The Agreement on the European Economic Area (EEA Agreement) provides for
the extension of the European Union’s internal market to the three EEA States
Iceland, Liechtenstein and Norway. The Union data protection legislation,
including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been
incorporated into Annex XI thereto. Therefore, any disclosure by the data
importer to a third party located in the EEA does not qualify as an onward
transfer for the purpose of these Clauses.
(5) See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is
an EU institution or body, Article 29(4) of Regulation (EU) 2018/1725.
(6) The Agreement on the European Economic Area (EEA Agreement) provides for
the extension of the European Union’s internal market to the three EEA States
Iceland, Liechtenstein and Norway. The Union data protection legislation,
including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been
incorporated into Annex XI thereto. Therefore, any disclosure by the data
importer to a third party located in the EEA does not qualify as an onward
transfer for the purposes of these Clauses.
(7) This includes whether the transfer and further processing 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.
(8) This requirement may be satisfied by the sub-processor acceding to these
Clauses under the appropriate Module, in accordance with Clause 7.
(9) This requirement may be satisfied by the sub-processor acceding to these
Clauses under the appropriate Module, in accordance with Clause 7.
(10) That period may be extended by a maximum of two more months, to the extent
necessary taking into account the complexity and number of requests. The data
importer shall duly and promptly inform the data subject of any such extension.
(11) The data importer may offer independent dispute resolution through an
arbitration body only if it is established in a country that has ratified the
New York Convention on Enforcement of Arbitration Awards.
(12) As regards the impact of such laws and practices on compliance with these
Clauses, different elements may be considered as part of an overall assessment.
Such elements may include relevant and documented practical experience with
prior instances of requests for disclosure from public authorities, or the
absence of such requests, covering a sufficiently representative time-frame.
This refers in particular to internal records or other documentation, drawn up
on a continuous basis in accordance with due diligence and certified at senior
management level, provided that this information can be lawfully shared with
third parties. Where this practical experience is relied upon to conclude that
the data importer will not be prevented from complying with these Clauses, it
needs to be supported by other relevant, objective elements, and it is for the
Parties to consider carefully whether these elements together carry sufficient
weight, in terms of their reliability and representativeness, to support this
conclusion. In particular, the Parties have to take into account whether their
practical experience is corroborated and not contradicted by publicly available
or otherwise accessible, reliable information on the existence or absence of
requests within the same sector and/or the application of the law in practice,
such as case law and reports by independent oversight bodies.
--------------------------------------------------------------------------------
APPENDIX
EXPLANATORY NOTE:
It must be possible to clearly distinguish the information applicable to each
transfer or category of transfers and, in this regard, to determine the
respective role(s) of the Parties as data exporter(s) and/or data importer(s).
This does not necessarily require completing and signing separate appendices for
each transfer/category of transfers and/or contractual relationship, where this
transparency can achieved through one appendix. However, where necessary to
ensure sufficient clarity, separate appendices should be used.
--------------------------------------------------------------------------------
ANNEX I
A. LIST OF PARTIES
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller
Data exporter(s): [Identity and contact details of the data exporter(s) and,
where applicable, of its/their data protection officer and/or representative in
the European Union]
1.
Name: …
Address: …
Contact person’s name, position and contact details: …
Activities relevant to the data transferred under these Clauses: …
Signature and date: …
Role (controller/processor): …
2.
…
Data importer(s): [Identity and contact details of the data importer(s),
including any contact person with responsibility for data protection]
1.
Name: …
Address: …
Contact person’s name, position and contact details: …
Activities relevant to the data transferred under these Clauses: …
Signature and date: …
Role (controller/processor): …
2.
…
B. DESCRIPTION OF TRANSFER
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller
Categories of data subjects whose personal data is transferred
…
Categories of personal data transferred
…
Sensitive data transferred (if applicable) and applied restrictions or
safeguards that fully take into consideration the nature of the data and the
risks involved, such as for instance strict purpose limitation, access
restrictions (including access only for staff having followed specialised
training), keeping a record of access to the data, restrictions for onward
transfers or additional security measures.
…
The frequency of the transfer (e.g. whether the data is transferred on a one-off
or continuous basis).
…
Nature of the processing
…
Purpose(s) of the data transfer and further processing
…
The period for which the personal data will be retained, or, if that is not
possible, the criteria used to determine that period
…
For transfers to (sub-) processors, also specify subject matter, nature and
duration of the processing
…
C. COMPETENT SUPERVISORY AUTHORITY
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
Identify the competent supervisory authority/ies in accordance with Clause 13
…
--------------------------------------------------------------------------------
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL
MEASURES TO ENSURE THE SECURITY OF THE DATA
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
EXPLANATORY NOTE:
The technical and organisational measures must be described in specific (and not
generic) terms. See also the general comment on the first page of the Appendix,
in particular on the need to clearly indicate which measures apply to each
transfer/set of transfers.
Description of the technical and organisational measures implemented by the data
importer(s) (including any relevant certifications) to ensure an appropriate
level of security, taking into account the nature, scope, context and purpose of
the processing, and the risks for the rights and freedoms of natural persons.
[Examples of possible measures:
Measures of pseudonymisation and encryption of personal data
Measures for ensuring ongoing confidentiality, integrity, availability and
resilience of processing systems and services
Measures for ensuring the ability to restore the availability and access to
personal data in a timely manner in the event of a physical or technical
incident
Processes for regularly testing, assessing and evaluating the effectiveness of
technical and organisational measures in order to ensure the security of the
processing
Measures for user identification and authorisation
Measures for the protection of data during transmission
Measures for the protection of data during storage
Measures for ensuring physical security of locations at which personal data are
processed
Measures for ensuring events logging
Measures for ensuring system configuration, including default configuration
Measures for internal IT and IT security governance and management
Measures for certification/assurance of processes and products
Measures for ensuring data minimisation
Measures for ensuring data quality
Measures for ensuring limited data retention
Measures for ensuring accountability
Measures for allowing data portability and ensuring erasure]
For transfers to (sub-) processors, also describe the specific technical and
organisational measures to be taken by the (sub-) processor to be able to
provide assistance to the controller and, for transfers from a processor to a
sub-processor, to the data exporter
--------------------------------------------------------------------------------
ANNEX III
LIST OF SUB-PROCESSORS
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
EXPLANATORY NOTE:
This Annex must be completed for Modules Two and Three, in case of the specific
authorisation of sub-processors (Clause 9(a), Option 1).
The controller has authorised the use of the following sub-processors:
1.
Name: …
Address: …
Contact person’s name, position and contact details: …
Description of processing (including a clear delimitation of responsibilities in
case several sub-processors are authorised): …
2.
…
--------------------------------------------------------------------------------
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