Deltek General Privacy Terms

20250721

Prior versions of our privacy terms: 2024, 2023

These Deltek General Privacy Terms (“Privacy Terms” or “Terms”) are incorporated and form a part of the agreement entered into between the Customer and Deltek as well as any other applicable and associated written or electronic agreements such as terms of service and terms of use for the purchase of software and services (“Agreement”). The global network of Deltek entities shall, for purposes of the Privacy Terms, be collectively known as “Deltek.”

1. Scope and Structure

1.1. Here at Deltek, we strive to deliver software and information solutions that connect and automate your projects to help you fuel your business. As part of this mission, we want to clearly explain your rights, our obligations, and the protections we provide with respect to personal data you entrust to us. Since many of our customers use different Deltek products and services in different countries around the world, multiple privacy regimes may apply to your data. This section of our Terms explains the scope and structure of these Terms.

1.2. These Terms apply where and only to the extent that Deltek processes Customer Data or Personal Data on behalf of Customer in the course of providing the Service to the Customer pursuant to the Agreement. Additionally, these Terms do not apply to any Agreement for Deltek’s Information Solutions products and services. For the Information Solutions Privacy Terms, please click here or contact your customer support team member to obtain a copy. References to Customer Data in these Terms shall include all Personal Data that Deltek processes on behalf of the Customer pursuant to the Agreement.

2. Definitions

Any term not defined in this Section 2 of these Privacy Terms shall have the meaning provided to it in the Agreement.

2.1. "Affiliate" means an entity that directly or indirectly Controls, is Controlled by or is under common Control with either party.

2.2. "Control" means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term "Controlled" will be construed accordingly.

2.3. “Business” will have the meaning given it in Section 1798.140(c) of the CCPA and Section 1798.140(d) of the CPRA. For the purposes of these Terms, Customer is a “Business.”

2.4. “Consumer” will have the meaning given it in Section 1798.140(g) of the CCPA and Section 1798.140(i) of the CPRA.

2.5. “Confidential Information” shall have the same meaning as set forth in the underlying Agreement.

2.6. “Controller” is used in a manner that references the applicable Privacy Law definitions and means the Customer.

2.7. “Personal Data” means information provided to Deltek by or at the direction of Customer, or to which access was provided to Deltek by or at the direction of Customer, in the course of Deltek’s performance under the Agreement that relates to an identified or reasonably identifiable natural person. For the purpose of the Privacy Terms, Personal Data shall encompasses similar terms, which vary based on jurisdiction but govern similar concepts, such as “Personally Identifiable Information” and “Personal Information.” Unless required by applicable law, Customer’s business contact information is not, by itself, entitled to the full scope of Data Subject rights as an individual’s Personal Data; Deltek has a legitimate interest in maintaining contact with the Customer for the purpose of performing the services outlined in the Agreement. Business contact information will still be subject to appropriate safeguards.

2.8. “Personal Data Breach” means the breach of security measures that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure or misuse of, access to, Personal Data Processed by Deltek. Based on jurisdiction, the presence of a Personal Data Breach may take into account the potential risk of harm to the rights of individuals based on the nature of Personal Data and the context in which it is Processed.

2.9. “Privacy Laws” means legislation, statutory instruments and any other enforceable laws, codes, regulations, or guidelines regulating the collection, use, disclosure and/or free movement of Personal Data that applies to any of the parties, to the Privacy Terms, or to this Agreement, including, in particular: (i) the California Consumer Privacy Act and its implementing regulations, as well as the California Privacy Rights Act, as may be amended from time to time (collectively referred to as “CCPA”); (ii) Canada’s Personal Information Protection and Electronic Documents Act, as may be amended from time to time, and similar provincial implementations, (“PIPEDA”) and any applicable and substantially similar provincial legislation; (iii) the European Union’s (“EU”) General Data Protection Regulation (EU) 2016/679 and any Member State implementing legislation (“GDPR”); (iv) the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/E) in the applicable EU Member State; (v) the Asia-Pacific (“APAC”) intraregional frameworks, in particular the Asia-Pacific Economic Cooperation Cross Border Privacy Rules; and (vi) substantially similar privacy, data protection, or security laws directly applicable to the Processing of Personal Data with respect to providing the Service pursuant to the Agreement.

2.10. “Process,” “Processed,” or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

2.11. “Processor” is used in a manner that references the applicable Privacy Law definitions but should be read to mean Deltek throughout.

2.12. “Product,” “Products,” “Service,” and “Services” shall have the same meaning as used in the underlying Agreement.

2.13. "Restricted Transfer" means: (i) where the EU GDPR or Swiss FADP applies, a transfer of Personal Data from the European Economic Area or Switzerland (as applicable) to a country outside of the European Economic Area or Switzerland (as applicable) which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not subject to adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

2.14. “Sell” will have the meaning given it in Section 1798.140(ad) of the CPRA.

2.15. “Service Provider” will have the meaning given it in Section 1798.140(v) of the CCPA and Section 1798.140(ag) of the CPRA. For the purposes of these Terms, Deltek, Inc. is the “Service Provider.”

2.16. "Security Incident" means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data.

2.17. “Share” will have the meaning given to it in Section 1798.140(ah) of the CPRA.

2.18. “Special Categories of Personal Data” means the processing of biometric data in the form of photographs by Deltek or its Affiliates for the purpose of fulfilling its obligations with respect to providing the Service pursuant to the Agreement or this DPA.

2.19. "Sub-processor" means any Data Processor engaged by Deltek or its Affiliates, subject always to Deltek observing Section 4 (Sub-processing) of this DPA, to assist in fulfilling its obligations with respect to providing the Service pursuant to the Agreement or this DPA.

3. Roles of the Parties

3.1. As between Deltek and Customer, Customer or any of its Affiliates is the Data Controller of Customer Data and Deltek shall process Customer Data only as a Data Processor acting on behalf of Customer.

3.2. Customer Processing of Customer Data. Customer agrees and undertakes that it will comply with its obligations as a Data Controller under applicable Privacy Laws in respect of its processing of Customer Data and any processing instructions it issues to Deltek. Customer will ensure that proper procedures and processes, such as ensuring the lawfulness and fairness of Personal Data collection, issuing notice to individuals, and obtaining legally required consents, are complied with prior to the transmittal to and Processing of Personal Data by Deltek. Personal Data should be collected, transferred, and disclosed only in a manner that protects individuals’ privacy while permitting Customer and Deltek to efficiently execute the terms of the Agreement. If Customer fails to comply with these requirements, Customer must immediately notify Deltek.

3.2.1. In the event Customer is subject to additional industry or data specific legal or regulatory restrictions, based on its area of business, jurisdiction in which Customer is based or has Authorized Users, and/or categories of data it collects and maintains, such as data localization or record specific retention requirements, Customer is responsible for notifying Deltek of any and all such restrictions that may impact Deltek’s Processing activities and the parties’ compliance obligations. Deltek cannot be responsible for complying with all relevant restrictions applicable to Customer’s business about which it is not reasonably aware.

3.3. Deltek Processing of Customer Data. As a Data Processor, Deltek shall treat Customer Data under these Terms as confidential information and will process Customer Data only for the purpose of fulfilling the Agreement and in accordance with Customer’s documented lawful instructions, as set forth in the Agreement and these Terms. Processing outside the scope of these instructions will require prior written agreement between Customer and Deltek with additional instructions for processing.

3.3.1. During the course of providing the products or services set forth in the Agreement, Deltek personnel may need to be given access to Customer Data. Access will only be granted to authorized Deltek personnel to the extent needed to perform their duties and satisfy Deltek’s obligations under the Agreement and in accordance with Customer’s lawful written instructions. Such access typically occurs at the behest and with the consent of the Customer. Authorized Deltek personnel are subject to confidentiality obligations no less stringent than those set forth herein.

3.3.2. In limited circumstances, Deltek may process Special Categories of Personal Data at Customer’s expressed direction. This will occur only when Customer purchases certain products or services and Customer will be notified that Special Categories of Personal Data would be in scope prior to purchasing the products or services.

3.3.3. Other than as expressly permitted by these Terms or by Data Protection Laws, Deltek shall not disclose, transfer or otherwise make available Personal Data in exchange for monetary or other valuable consideration to any third parties.

4. Locations of Hosting and International Data Transfers

4.1. Depending on the specific product or service offered under the Agreement, Deltek may offer different locations where Customer Data may be hosted or where support services may be provided from.

4.2. Transfers from the European Economic Area, Switzerland, or the U.K. to Deltek.

4.2.1 Deltek participates in the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and the Swiss-U.S. Data Privacy Framework as set forth by the U.S. Department of Commerce (collectively, the “DPF”). The relevant governments have determined that data transfers conducted under DPF offer an adequate level of protection under GDPR and are thus an approved data transfer mechanism. All data transfers from relevant jurisdictions under this Agreement will be conducted under the DPF Principles. Deltek’s full Data Privacy Framework Policy is available here.

4.2.2. Standard Contractual Clauses. In the event that the DPF is deemed an invalid cross-border data transfer mechanism with regard to Restricted Transfer, Deltek and the Customer agree to rely on the Standard Contractual Clauses set out in the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 for the transfer of personal data to third countries pursuant to the GDPR (“GDPR SCCs”), as may be amended from time to time by the European Commission, incorporated by reference in Exhibit 1. The application of the GDPR SCCs as amended by the applicable Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the Information Commissioner’s Office (“ICO”) and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses(“UK Addendum”).

4.2.3. With respect to Personal Data that is protected by the Swiss FADP (as amended or replaced) the GDPR SCCs, completed as set out in clause 4.2.2 of these Terms, shall apply to transfers of such Personal Data, except that:

(a) The competent supervisory authority in respect of such Personal Data shall be Swiss Federal Data Protection and Information Commissioner;

(b) In Clause 17 the governing law shall be the law of Switzerland;

(c) The references to “Member State(s)” shall be interpreted to refer to Switzerland, and Data Subjects located in Switzerland shall be entitled to exercise and enforce their rights under the EU SCCs in Switzerland; and

(d) References to GDPR in the GDPR SCCs shall be understood as references to Swiss FADP.

4.2.4. If any provision of these Privacy Terms or the Agreement contradicts, directly or indirectly, with the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

4.2.5. If a new or modified version of the Standard Contractual Clauses or an alternative mechanism supersedes these Standard Contractual Clauses, such new or modified version of the Standard Contractual Clauses or an alternative mechanism shall be deemed to be incorporated into these Terms.

4.3. Transfers from the Asia-Pacific region to Deltek. Deltek is certified under the Asia-Pacific Economic Cooperation (“APEC”)/Global Privacy Recognition for Processors (“PRP”). This certification provides an approved data transfer mechanism between all participating economies including the U.S., Canada, Japan, Korea, Singapore, Mexico, the Philippines, Taipei, and Australia. The full list of all participating countries are available here.

5. Sub-processing

5.1. Authorized Sub-processors. Subject to the provisions of this section, Customer acknowledges and agrees that, Deltek may engage Sub-processors to process Customer Data. Deltek maintains an up-to-date list of its authorized Sub-processors, available here.

5.2. Sub-processor obligations. Where Deltek authorizes any Sub-processor as described in Section 4.1:

5.2.1. Deltek shall carry out due diligence on the Sub-processor regarding its capability to protect Customer Data;

5.2.2. Deltek will restrict the Sub-processors access to only the requisite Customer Data necessary to assist Deltek in providing or maintaining the Service, and prohibit the Sub-processor from accessing Customer Data for any other purpose;

5.2.3. Deltek will enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Customer Data to the standard required by Privacy Laws and these Terms; and

5.2.4. Deltek will remain responsible for its compliance with the obligations of these Terms and for any acts or omissions of the Sub-processor that cause Deltek to breach any of its obligations under these Terms.

5.3. Sub-processor updates. Deltek will provide Customer with at least 45 days' prior notice via the website identified above as well as in an email to Customer’s primary support contact of any changes to its list of Sub-processors. Customer may object in writing to Deltek’s appointment of a new, or replacement of an old, Sub-processor within 10 calendar days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties will discuss such concerns in good faith with a view to achieving resolution.

6. Security Measures and Security Incident Response

6.1. Security Measures. Deltek has implemented and will maintain reasonable and appropriate technical, administrative, and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of Customer Data (“Security Measures”). For an accounting of the Deltek’s applicable technical and organizational security controls, Customer may request a copy of Deltek’s Service Organization Controls (SOC) Report(s) or other relevant documentation through its account administrator or via Deltek’s Trust Center.

6.2. Updates to Security Measures. Customer acknowledges that the Security Measures are subject to technical progress and development and Deltek may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Service purchased by the Customer.

6.3. Personnel. Deltek restricts its personnel from processing Customer Data without prior authorization as set forth in the Security Measures and shall ensure that any person who is authorized by Deltek to process Customer Data is under an appropriate statutory or contractual obligation of confidentiality.

6.4. Customer Responsibilities. Notwithstanding the above, Customer agrees that the Customer is responsible for securing its account authentication credentials and taking appropriate steps to securely encrypt or backup Customer Data prior to it being uploaded to the Service and for Customer Data that has been downloaded or transferred from the Service.

6.5. Security Incident Response. Upon becoming aware of a Security Incident, Deltek will notify Customer without undue delay (in any case no later than 72 hrs. from the time Deltek becomes aware) and will provide information relating to the Security Incident as it becomes known or as is reasonably requested by Customer to the extent practicable under the circumstances. Deltek will also take reasonable steps to mitigate and, where possible, to remedy the effects of, any Security Incident. To the extent required by Privacy Laws, the parties shall ensure that the details of the Personal Data Breach and any subsequent notifications or reports related thereto remain Confidential Information.

7. Other Disclosures of Customer Data

7.1. If Deltek receives a governmental or supervisory authority request to disclose Personal Data subject to a legally enforceable order, Deltek must first (to the extent permitted by applicable law) inform Customer of the legal or regulatory requirement and give Customer, at Customer’s cost and expense, an opportunity to directly and promptly object to or challenge the requirement.

7.1.1. In the event Deltek is not legally permitted to notify Customer, Deltek will, unless prohibited from doing so under applicable law, notify Customer’s applicable supervisory authority, if appropriate, to determine how Deltek may comply with the disclosure request.

7.1.2. In any event, Deltek will seek to minimize the scope of information disclosed in response to a legally enforceable disclosure request to that which is absolutely necessary to meet the disclosure obligation under applicable law.

7.2. In addition to providing products or services in accordance with the Agreement, Deltek may, under select circumstances, use aggregate, performance-related data for the primary purpose of testing, trouble-shooting, or development purposes provided that Deltek personnel remain bound by the same confidentiality obligations described in these Terms.

8. Privacy Rights Requests

8.1. Certain individuals (such as those defined as Data Subjects under the GDPR or as Consumers under CCPA) may have certain rights under applicable Privacy Laws over the Personal Data Deltek processes under this Agreement (“Privacy Rights”). Deltek shall, to the extent legally permitted, promptly notify Customer if Deltek receives a Privacy Rights request related to this Agreement.

8.2. Taking into account the nature of the Processing, Deltek shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to Privacy Rights request to the extent required by Privacy Laws. In addition, in the event Customer does not have the ability to address a Privacy Rights request, Deltek shall, upon Customer’s request, provide Customer with commercially reasonable assistance in responding to such Privacy Rights request to the extent Deltek is legally permitted to do so and as required under Privacy Laws. However, Customer acknowledges that, in some situations, Deltek may deny providing assistance of information related to Privacy Rights requests, such as: when requests constitute an unreasonable expense or burden, are repetitious or excessive by nature, would involve violating the rights of other individuals, or compromise the security of Confidential Information and Personal Data.

8.3. In the event that Privacy Rights requests become excessive or manifestly unfounded, and therefore exceed what is reasonable under the circumstances, costs arising from Deltek’s assistance supporting Customer’s responsibility to address such Data Subject Requests shall be reimbursed by Customer on a time and materials basis.

9. Audits

9.1. Deltek will make available to Customer information necessary to demonstrate compliance with its obligations under these Terms and allow for and contribute to audits conducted by Customer upon Customer’s reasonable written request. Unless required by laws, the parties agree that any audits will be conducted no more than once in any twelve (12) month period.

9.2. The parties agree that Deltek may provide the following types of audit reports under Section 9.

9.2.1. SOC 1 or 2 Type I or SOC 1 or 2 Type II Report on Deltek’ s Description of its Service Provider Systems and on the Suitability of the Design and / or Operating Effectiveness of Its Controls Relevant to Security, Availability, Confidentiality, and Privacy or other similar attestation from a third party (e.g., a FedRAMP attestation or ISO/IEC 27001 certification).

9.2.2. A penetration testing attestation letter from an independent third party;

9.2.3. An executive summary of the independent third party’s penetration test; and

9.2.4. A summary level remediation report.

9.3. If Customer believes that audit reports provided under Section 9 reveal Deltek does not materially comply with its obligations under these Terms, the parties will work together in good faith to identify and provide additional evidence to demonstrate Deltek’s compliance with these Terms.

10. California-Specific Privacy Terms

10.1. Use of Personal Information. Deltek does not and shall not: (a) Sell or Share Personal Information provided or made available to it by or on behalf of Customer under this Agreement; (b) retain, use, transmit, or disclose Personal Information provided or made available to it by or on behalf of Customer under this Agreement for any purpose, or to any third party, other than for the specific purpose, and to the specific service providers or contractors, expressly specified in the Agreement; or (c) combine or update Personal Information received from, or on behalf of Company with Personal Information received from another source, unless expressly permitted by Applicable Law and the terms of the Agreement. Deltek certifies that it understands and will comply with these restrictions.

10.2. Collection of Personal Information. Deltek shall not collect any Personal Information on behalf of Customer directly from a Consumer unless such collection is (a) authorized by the Agreement and (b) necessary to perform the Services.

10.3. Consumer Rights Requests. As described above, Deltek shall cooperate with Customer in responding to and complying with Privacy Rights requests made pursuant to Applicable Law.

10.4. Compliance. Deltek represents, warrants and covenants that it is in compliance and shall comply with all applicable provisions of the CCPA. In the event that Deltek determines it can no longer meet its obligations under the CCPA, Deltek will promptly notify Customer.

10.5. Remediation. Pursuant to this Agreement, Customer may take reasonable and appropriate steps to ensure that Deltek uses the Personal Information that it received from, or on behalf of, Customer in a manner consistent with Company’s obligations under the applicable law. Upon notice, Company may take reasonable and appropriate steps to stop and remediate an unauthorized use of Personal Information by Deltek.

11. Canada-Specific Privacy Terms

11.1. To the extent Customer is subject to additional requirements or restrictions than those outlined in PIPEDA or local or provincial requirements impacting its use of an organization outside Canada, such as those applicable to certain Canadian public sector entities, Customer is responsible for satisfying any notice and consent requirements, as necessary, to properly facilitate transfers to Deltek entities in foreign jurisdictions.

12. EEA and U.K. Specific Privacy Terms

12.1. Assistance with Controller obligations. Processor shall reasonably assist Controller in ensuring compliance with its obligations under Articles 32-36 of the GDPR (security of Processing, Personal Data Breach notification, Data Protection Impact Assessments, and prior consultation), or equivalent European Privacy Law obligation, taking into account the nature of the Processing and information available to Processor.

12.2. Maintain records of processing. Processor shall keep records of all Processing of Controller’s Personal Data by Processor pursuant to Article 30 of the GDPR or equivalent European Privacy Law obligation.

13. General

13.1. Limitation of Liability and Indemnification. The limitation of liability and indemnification set forth in the Agreement remain in full force and effect and applies to these Terms and all incorporated materials.

13.2. Use of Cookies. Most Deltek Products and Services may contain cookies. Deltek sets and uses cookies for usage tracking purposes and statistical analysis, in accordance with applicable Privacy Laws. The use of cookies helps Deltek improve the Products by giving Deltek insight into how the Products are being used and the information obtained serves to support application functionality related to the Products and Services as outlined in the Agreement. Customer may request additional information regarding the use of cookies via email to [email protected].

13.3. Incidental Collections of Personal Data. As part of providing the Products or Services, there may be circumstances in which Customer’s authorized support contact(s) unintentionally, incidentally, or accidentally discloses data, which may include Personal Data, outside the scope and nature of what is agreed upon and typically transmitted for Processing by Deltek under the Agreement. Customer acknowledges that such disclosure of Personal Data may result in Deltek’s incidental collection and Processing of said Personal Data and agrees that this situation does not constitute a Personal Data Breach or violation of the terms of the Agreement or these Terms.

13.4. Complaints. If Customer reasonably believes that Deltek has breached its obligations under these Terms, Customer must provide an express written statement identifying the specific provisions it alleges Deltek has violated or is currently violating. Deltek has thirty (30) days from receipt of said notice to conduct its investigation into the alleged violation(s) and, if necessary, the parties shall work together, in good faith, to cure any identified or confirmed violation(s) in a timely manner. Notice under this paragraph shall be provided in writing to: [email protected] or Deltek - Office of the General Counsel, Attn: Privacy, 2291 Wood Oak Drive Herndon, VA 20171 USA.

13.5. Termination and return/destruction of Personal Data. Upon termination of the Agreement, Deltek shall, at the discretion of Customer, either delete, destroy, or return all Personal Data to Controller and destroy or return existing copies unless otherwise legally prohibited from doing so. For any Personal Data Deltek is required to retain after termination of the Agreement, Deltek will continue to meet the obligations set forth in these Terms and will use it only for the purpose for which it has been kept, such as to meet legal retention requirements.

13.6. Integration. Except for the changes made by these Terms, the Agreement remains unchanged and in full force and effect, including, but not limited to, the mutual indemnities provided by the parties. If there is any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of that conflict.

13.7. Governing Law and Severability. These Terms will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws. The provisions of these Terms are severable. If any phrase, clause or provision is invalid or unenforceable in whole or in part, such invalidity or unenforceability shall affect only such phrase, clause or provision, and the rest of these Terms shall remain in full force and effect.

13.8. Updates and Amendments. In the event of additions to or changes in applicable Privacy Law, the parties shall work in good faith to update these Terms as reasonably necessary to comply with applicable Privacy Law. Such request must be provided in writing to [email protected] or as otherwise provided in the Agreement.

Exhibit 1

General Data Protection Regulation Standard Contractual Clauses

(In accordance with European 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 the GDPR, the following GDPR SCCs shall operate as the lawful cross border data transfer mechanism for the Processing of Personal Data. These GDPR SCCs include those generally applicable clauses as well as specific to MODULE TWO: Transfer controller to processor only to clearly represent the relationship between the parties. Optional clauses, as indicated by the European Commission, as well as those interstitial references to other MODULES have been struck through to indicate their inapplicability while still maintaining the integrity of the GDPR SCCs.)

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.

Data protection safeguards - 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.

Clause 9

Use of sub-processor

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 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (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.

Clause 10

Data subject rights

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.

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.]

Clause 11

Redress – Continued

MODULE TWO: Transfer controller 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 TWO: Transfer controller 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 TWO: Transfer controller 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

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 TWO: Transfer controller to processor

(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 TWO: Transfer controller to processor

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 TWO: Transfer controller 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 Denmark.

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller 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 Denmark.

(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.