Data Processing Agreement

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Tent is an online community platform, which is owned, and the service provided, by Impact Box Limited (“Impact Box”, “us” and “we” below), Company Number 09914362, a limited company registered in England and Wales.

Our contact details

Address: 35 Southampton Way, London, SE5 7SW

Email: tent@impactbox.co.uk

Website: tent.software

This Tent Data Processing Agreement and its Annexes (DPA) details the parties’ agreement with respect to the processing of personal data by Impact Box Limited, on behalf of you, in connection with the Tent subscription service. The DPA is supplementary to, and forms an integral part of, the Tent Terms of Use.

We will update these terms from time to time. If you have an active Tent subscription, we will inform you of any updates via email or a notification within the platform.

1. Definitions

1.1 Unless otherwise defined herein, capitalised terms and expressions used in this Agreement shall have the following meaning:

  • “Agreement” means this Data Processing Agreement and all Schedules;

  • “Organisation Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Organisation pursuant to or in connection with the Principal Agreement;

  • “Contracted Processor” means a Subprocessor;

  • “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

  • “EEA” means the European Economic Area;

  • “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

  • “GDPR” means EU General Data Protection Regulation 2016/679;

  • “Data Transfer” means:

    • a transfer of Organisation Personal Data from the Data Controller to a Contracted Processor; or

    • an onward transfer of Organisation Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

  • “Terms of Use” means the agreement in place between the Parties governing use of the Tent platform.

  • “Subprocessor” means any person appointed by or on behalf of the Processor to process Personal Data on behalf of the Data Controller in connection with the Agreement.

The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Roles and responsibilities

2.1 Parties’ roles. The parties acknowledge and agree that with regard to the processing of Organisation Personal Data, Customer is the Data Controller and Impact Box is a Data Processor acting on behalf of Customer.

2.2 The Data Processor shall:

  • comply with all applicable Data Protection Laws in the Processing of Personal Data; and
  • not process Personal Data other than on the Data Controller’s documented instructions; and
  • notify the Data Controller immediately if it believes that it has been given an instruction which does not comply with Data Protection Laws.

2.3 The Data Controller:

  • Instructs the Data Processor to process Personal Data as reasonably necessary for the provision of the Services and consistent with the Tent Terms of Use.
  • will ensure that it has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, in respect of its processing of Personal Data and any processing instructions it issues to Data Processor
  • shall have sole responsibility for the accuracy, quality, and legality of Organisation Personal Data and the means by which the data is acquired.

2.4 Annex A to this Agreement sets out certain information regarding **Data Processor’s **Processing of Organisation Personal Data as required by article 28(3) of the GDPR. **Data Controller **may make reasonable amendments to Annex A by written notice to **Data Processor’s **from time to time as **Data Controller **reasonably considers necessary to meet those requirements.

3. Data Processor Personnel

3.1 The Data Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Organisation Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Organisation Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the **Data Processor **shall in relation to the Organisation Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, the Data Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1 You specifically authorise us to engage third parties as Subprocessors. Whenever we engage a Subprocessor, we will enter into a contract with that Subprocessor which imposes data protection terms that require the Subprocessor to protect Personal Data to an equivalent standard required under this DPA (including, where appropriate, the Standard Contractual Clauses), and we shall remain responsible for the Subprocessor’s compliance with the obligations of this DPA and for any acts or omissions of the Subprocessor that cause us to breach any of our obligations under this DPA.

5.2 A current list of Subprocessors is available in Annex B. This list may be updated from time to time in accordance with clause 5.3.

5.3 We will notify you of any changes to Sub-processors by updating this DPA and will give you the opportunity to object to the engagement of the new Sub-Processor on reasonable grounds relating to the protection of Personal Data within 30 days after updating this DPA. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).

6. Data Subject Rights

6.1 The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests"). To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You shall reimburse us for the commercially reasonable costs arising from this assistance. If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

7. Personal Data Breach

7.1 Data Processor shall notify **Data Controller **without undue delay upon becoming aware of a Personal Data Breach affecting Organisation Personal Data, providing Data Controller with sufficient information to allow Data Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Data Processor shall cooperate with Data Controller and take such reasonable steps as are directed by Data Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

8.1 Data Processor shall provide reasonable assistance to Data Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which **Data Controller **reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Organisation Personal Data by, and taking into account the nature of the Processing and information available to Data Processor.

9. Deletion of Organisation Personal Data

9.1 Data Processor shall promptly and in any event within 30 days of the cessation of any Services involving the Processing of Organisation Personal Data delete and procure the deletion of all copies of those Organisation Personal Data.

9.2 Data Controller can request that Personal Data be deleted at any time, at which request Data Processor shall delete any such data as soon as is reasonably practicable.

10. Audit rights

10.1 Data Processor shall make available to Data Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Data Controller or an auditor mandated by Data Controller in relation to the Processing of the Organisation Personal Data by Contracted Processors.

10.2 Information and audit rights of the Data Controller only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. International Data Transfers

11.1 When personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved Standard Contractual Clauses (Annex C) for the transfer of personal data. 11.2 In the event of any conflict between any terms in the Standard Contractual Clauses, this DPA and the Agreement, the Standard Contractual Clauses shall prevail.

12. General Terms

12.1 Confidentiality. Each Party must keep information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

12.3 Term and Termination. This Agreement is effective as of the Agreement Start Date and shall continue in effect for so long as Impact Box continues to have access to or process personal data. If Impact Box violates this Agreement, Customer may terminate this Agreement. Customer may, in its sole discretion, give Impact Box an opportunity to cure any violation, and may suspend Impact Box’s access to or processing of the personal data during the cure period.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by English Law.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales.

ANNEX A: DETAILS OF PROCESSING OF ORGANISATION PERSONAL DATA

This Annex A includes certain details of the Processing of Organisation Personal Data as required by Article 28(3) GDPR.

Data Controller (Data Exporter): Customer, as outlined in Data Processing Agreement.

Data Processor (Data Importer): Impact Box Ltd, a UK-based company, supplying an online community platform to the exporter.

Subject matter of the data processing

The subject matter of the data processing under this DPA is the Organisation Personal Data.

Duration of the Processing of Organisation Personal Data

Subject to the 'Deletion of Organisation Personal Data' section of this DPA, we will Process Personal Data for the duration of the Tent Subscription, unless otherwise agreed in writing.

The nature and purpose of the Processing of Organisation Personal Data

We will process Personal Data as necessary to provide the Subscription Services pursuant to the Tent Terms of Use, and as further instructed by you in your use of the Subscription Services.

The personal data transferred will be subject to the following basic processing activities: Receiving data, including collection, accessing, retrieval, recording, and data entry Holding data, including storage, organisation and structuring Protecting data, including restricting, encrypting, and security testing Returning data to the data exporter or data subject Erasing data, including destruction and deletion

The types of Organisation Personal Data to be Processed

You may submit Personal Data to the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data: Personal details, including any information that identifies the data subject and their personal characteristics, including: name, address, contact details, age, date of birth, sex, and physical description. Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service. Device identification data and traffic data (e.g. IP addresses, MAC addresses, web logs, browser agents) The parties do not anticipate the transfer of special categories of data.

Special categories of data

The personal data transferred to Tent through the Service is determined and controlled by the Data Controller. As such, the Data Controller controls the content of the personal data transferred to Tent and is solely responsible for ensuring the legality of the categories of data it may choose to transfer to Tent. The Tent Terms of Use includes an express prohibition on the transfer of special categories of personal data to Tent.

The categories of Data Subject to whom the Organisation Personal Data relates

The personal data transferred concern the following categories of data subjects: End users of the Service Individuals whose personal data is supplied by end users of the Service.

The obligations and rights of the Data Controller

The obligations and rights of the Data Controller are set out in the Tent Terms of Use and this Agreement.

ANNEX B: LIST OF SUB-PROCESSORS

We use the following third party providers to provide our services:

Filestack

  • Location: US
  • Data Protection Framework: Standard Contractual Clauses
  • What we share: Any personal information included in files uploaded to the Tent platform by users in the 'Resources' section.
  • Why we share it: File storage and management
  • Privacy Policy: Filestack Privacy Policy

Honeycomb

  • Location: US
  • Data Protection Framework: Standard Contractual Clauses
  • What we share: Any personal information included in queries a Tent user sends whilst using the application. For example, when accessing a profile page a query is issued that requests user information including name and email.
  • Why we share it: Monitoring database performance to allow identification of performance issues.
  • Privacy Policy: Honeycomb Privacy Policy

Render

  • Location: EU & US
  • Data Protection Framework: Standard Contractual Clauses
  • What we share: All data in the database that sits behind the Tent platform. The database is encrypted at rest.
  • Why we share it: To provide hosting for the Tent platform as well as automated back-ups.
  • Privacy Policy: Render Privacy Policy

Sentry

  • Location: US
  • Data Protection Framework: Standard Contractual Clauses
  • What we share: User email address and other identifiable information (including IP address) in the event that the user encounters an error in Tent. All data is stored in encrypted form.
  • Why we share it: To allow efficient monitoring and resolution of bugs and errors in the platform.
  • Privacy Policy: Sentry Privacy Policy

ANNEX C: STANDARD CONTRACTUAL CLAUSES

For the purposes of this ANNEX C, references to the "data exporter" and "data importer" shall be to the Data Controller and to Impact Box Ltd. respectively (each a "party"; together "the parties").

Clause 1. Definitions For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘Commissioner’ shall have the same meaning as in the UK GDPR; (b) ‘the data exporter’ means the controller who transfers the personal data; (c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system covered by UK adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 of the Data Protection Act 2018; (d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract; (e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the UK; (f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2. Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3. Third party beneficiary clause

3.1 The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

3.2 The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3.3 The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

3.4 The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4. Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the Commissioner) and does not violate the applicable data protection law;

(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not covered by adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 Data Protection Act 2018;

(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the Commissioner if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5. Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about: (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; (ii) any accidental or unauthorised access; and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the Commissioner with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the Commissioner;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6. Liability

6.1 The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

6.2 If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

6.3 If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7. Mediation and jurisdiction

7.1 The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the Commissioner; (b) to refer the dispute to the UK courts.

7.2 The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8. Cooperation with supervisory authorities

8.1 The data exporter agrees to deposit a copy of this contract with the Commissioner if it so requests or if such deposit is required under the applicable data protection law.

8.2 The parties agree that the Commissioner has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

8.3 The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9. Governing law

The Clauses shall be governed by the law of the country of the United Kingdom in which the data exporter is established, namely England and Wales.

Clause 10. Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from (i) making changes permitted by Paragraph 7(3) & (4) of Schedule 21 Data Protection Act 2018; or (ii) adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11. Subprocessing

11.1 The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.

11.2 The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

11.3 The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the laws of the country of the UK where the exporter is established.

11.4 The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the Commissioner.

Clause 12. Obligation after termination

12.1 The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

12.2 The data importer and the sub-processor warrant that upon request of the data exporter and/or of the Commissioner, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Appendix 1 to the Standard Contractual Clauses

See Annex A of the Data Processing Agreement.

Appendix 2 to the Standard Contractual Clauses: Security measures

Firewalls and internet gateways

We use firewalls to protect our internet connection and additional controls are implemented to ensure secure use of the internet. Internally we use a VPN to safeguard our internet connection and reduce security risks.

Secure configuration and software updates

We choose the most appropriate secure settings for our devices and software and ensure that all devices are encrypted. We implement secure password management, using a password management tool. All software and operating systems are kept up to date.

Malware protection

We protect ourselves from viruses and other malware using antivirus software, which runs daily scans on all devices. Any security alerts are investigated and acted upon immediately.

Data backups

We regularly backup data stored in our product. Backups are stored in encrypted form for additional security.

Access controls

We control who has access to your data and services by implementing appropriate access controls. Access levels are set on all systems to the minimum access level required for the employee to carry out their role. Access to systems is removed immediately when an employee leaves the organisation.

Encryption and transmission

We ensure appropriate controls are in place to secure personal data during transmission or transit. We use encryption both in transit and at rest.

Policies and governance

We maintain internal policies and procedures to identify and minimise security risks and provide regular training to staff.