Data Processing Addendum

Module in operation

Clause 7 (Docking Clause)

Clause 11
(Option)

Clause 9a (Prior Authorisation or General Authorisation)

Clause 9a (Time period)

Is personal data received from the Importer combined with personal data collected by the Exporter?

Version: 10.14.2022

This Data Processing Addendum (“DPA”) sets forth the terms and conditions related to the privacy, confidentiality, and security of Personal Data associated with the Services provided by AnyRoad, Inc. (“AnyRoad”) pursuant to the Terms of Service found on www.anyroad.com/terms (the “Agreement”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. The terms of this DPA are hereby incorporated into the Agreement, Privacy Policy, or any other applicable services agreement between AnyRoad and Company.

RECITALS

(A) AnyRoad provides certain experience relationship management services (collectively the “Service”) to Company under an Order Form between AnyRoad and Company (“Main Agreement”) which is subject to the Agreement noted above. In connection with the Service, the parties anticipate that AnyRoad may process certain Personal Data in respect of which Company or any affiliate of Company may be a data controller under applicable Data Protection Laws.

(B)AnyRoad and Company have agreed to enter into this Addendum in order to ensure that adequate safeguards are put in place with respect to the protection of such personal data as required by Data Protection Laws.

1. Definitions

1.1 The following definitions are used in this Addendum:

“Adequate Country” means a country or territory that is recognized under EU Data Protection Laws as providing adequate protection for Personal Data;
“Affiliate” means, with respect to a party, any corporate entity that, directly or indirectly, Controls, is Controlled by, or is under Common Control with such party (but only for so long as such Control exists);
“AnyRoad Group” means AnyRoad and any of its Affiliates.
“Company Group” means Company and any of its Affiliates;
“Data Subject Request” means a request from or on behalf of a data subject relating to access to, or rectification, erasure or data portability in respect of that person’s Personal Data or an objection from or on behalf of a data subject to the processing of its Personal Data;
“Data Protection Laws” means any and all privacy, security and data protection laws and regulations that apply to the Personal Data Processed by Anyroad under the Main Agreement, including, as applicable, and not by way of limitation, the GDPR, Member State laws implementing the GDPR, the UK GDPR, and the California Consumer Privacy Act (“CCPA”) to the extent applicable to the processing of Personal Data under this Addendum or the Main Agreement;
“EU Standard Contractual Clauses” or “EU-SCCs” means the applicable module(s) of the European Commission’s standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as set out in the Annex to Commission Implementing Decision (EU) 2021/914, a completed copy of which comprises Annex 2, as amended, supplemented, or otherwise modified from time to time.
“GDPR” means the General Data Protection Regulation (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);
“Personal Data” means all data which is defined as ‘personal data’ and/or ‘personal information’ under Data Protection Laws and which is provided by Company to AnyRoad (directly or indirectly), and accessed, stored or otherwise processed by AnyRoad as a data processor as part of its provision of the Service to Company and to which Data Protection Laws apply from time to time;
“processing”, “business”, “data controller”, “data subject”, “consumer”, “sale” and/or “sell”, “supervisory authority”, “service provider”, “transfer”, and “data processor” shall have the meanings ascribed to them in Data Protection Laws and, unless specifically stated otherwise, any reference in this Addendum to (i) a “processor” shall include “service provider”; (ii) a “data controller” shall include a “business”; (ii) “Personal Data” shall include “personal information”; and a “data subject” shall include “consumer”;
“Standard Contractual Clauses” means the EU Standard Contractual Clauses and/or the UK Standard Contractual Clauses, as applicable;
“UK GDPR” means the United Kingdom Data Protection Act of 2018 and the United Kingdom General Data Protection Act, as amended from time to time and any successor legislation thereto and any regulations promulgated thereunder; and
“UK Standard Contractual Clauses” or “UK-SCC” means either: (a) the International Data Transfer Agreement if the EU Standard Contractual Clauses are not applicable; or (b) the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, if the EU Standard Contractual Clauses are applicable, each as issued by the UK Information Commissioners Office under S119A(1) Data Protection Act 2018 to and in force 21 March 2022, a completed copy of which comprises Annex 3, as amended, supplemented, or otherwise modified from time to time.

1.2 An entity “Controls” another entity if it: (a) holds a majority of the voting rights in it; (b) is a member or shareholder of it and has the right to remove a majority of its board of directors or equivalent managing body; (c) is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or (d) has the right to exercise a dominant influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities are treated as being in “Common Control” if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity.

2. Status of the Party

2.1 The type of Personal Data processed pursuant to this Addendum and the subject matter, duration, nature and purpose of the processing, and the categories of data subjects, are as described in Annex 1.

2.2 Each party warrants in relation to Personal Data that it will comply (and will procure that any of its personnel comply and use commercially reasonable efforts to procure that its sub-processors comply), with Data Protection Laws. As between the parties, Company shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Company acquired Personal Data.

2.3 In respect of the parties’ rights and obligations under this Addendum regarding the Personal Data, the parties hereby acknowledge and agree that Company is the data controller and AnyRoad is the data processor, and accordingly AnyRoad agrees that it shall process all Personal Data in accordance with its obligations pursuant to this Addendum.

2.4 Each party shall appoint an individual within its organization authorized to respond from time to time to inquiries regarding the Personal Data and each party shall deal with such inquiries promptly.

2.5 AnyRoad’s maximum aggregate liability to the Company and to each member of the Company Group (taken together) under or in connection with this Addendum shall not under any circumstances exceed the maximum aggregate liability of AnyRoad to the Company as set out in the Main Agreement. Nothing in this Addendum will limit AnyRoad’s liability in respect of personal injury or death in negligence or for any other liability or loss which may not be limited by agreement under applicable law.

3. AnyRoad Obligations

3.1 With respect to all Personal Data, AnyRoad shall:

Only process Personal Data in order to provide the Service, and shall act only in accordance with: (i) this Addendum, and (ii) Company’s written instructions;
As soon as reasonably practicable upon becoming aware, inform Company if, in AnyRoad’s opinion, any instructions provided by Company under clause 3.1(a) infringe the GDPR;
Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing of Personal Data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data. Such measures include, without limitation, the security measures set out in Annex 3;
Take reasonable steps to ensure that only authorized personnel have access to such Personal Data and that any persons whom it authorizes to have access to the Personal Data are under obligations of confidentiality;
As soon as reasonably practicable upon becoming aware, and in any event within 72 hours, notify Company of any actual or suspected incident of unauthorized or accidental disclosure of or access to any Personal Data by any of AnyRoad’s, sub-processors, or any other identified or unidentified third party (a “Security Breach”);
Promptly provide Company with reasonable cooperation and assistance in respect of a Security Breach and all reasonable information in AnyRoad’s possession concerning such Security Breach insofar as it affects Company, including the following to the extent then known:

– the possible cause and consequences for the Data Subjects of the Security Breach;
– the categories of Personal Data involved;
– a summary of the possible consequences for the relevant data subjects;
– a summary of the unauthorized recipients of the Personal Data; and
– the measures taken by AnyRoad to mitigate any damage;
Not make any public announcement about a Security Breach (a “Breach Notice”) without the prior written consent of Company, unless required by applicable law;
In the event that a customer of Company submits a Data Subject request to AnyRoad, Company hereby instructs and authorizes AnyRoad to delete or anonymize the Consumer’s Personal Data on Organizer’s behalf. If a Data Subject Request other than a request for deletion or anonymization is requested by such customer, AnyRoad shall not respond to such other Data Subject Request without Company’s prior written consent except to confirm that such request relates to Company, to which Company hereby agrees. Upon Company’s request, AnyRoad shall at no extra charge to Company provide reasonable assistance to Company to facilitate Company responding to a Data Subject Request within the deadlines set out under Data Protection Laws;
Other than to the extent required to comply with applicable law, as soon as reasonably practicable following termination or expiry of the Main Agreement or completion of the Service, AnyRoad will delete all Personal Data (including copies thereof) processed pursuant to this Addendum;
Not collect, retain, use, sell or disclose the Personal Data for any purpose other than as necessary for the specific purpose of performing the Service on behalf of Company, including collecting, retaining, using, or disclosing the Personal Data for a commercial purpose other than providing the Service. Anyroad acknowledges and agrees that the Personal Data is provided to Anyroad for a Business Purpose, as defined in the CCPA, and Company does not sell Personal Data to Anyroad in connection with the Main Agreement;
Provide at no extra cost to Company such assistance to Company as Company requests in relation to Company’s obligations under Data Protection Laws with respect to:

– data protection impact assessments (as such term is defined in the GDPR);
– notifications to the supervisory authority under Data Protection Laws and/or communications to data subjects by Company in response to any Security Breach; and
– Company’s compliance with their respective obligations under the GDPR with respect to the security of processing.

4. Sub-Processing

4.1 Company grants a general authorization (a) to AnyRoad to appoint other members of the AnyRoad Group as sub-processors and (b) to AnyRoad and other members of the AnyRoad Group to appoint sub-processors in respect of the sub-processing activities set out in Annex 1.

4.2 AnyRoad will maintain its list of sub-processors at the following URL: https://www.anyroad.com/subprocessors and will add the names of new and replacement sub-processors to the list prior to them starting sub-processing of Personal Data. AnyRoad shall provide an option so that Company may electronically “opt-in” to receive email notifications alerting them to an update in the URL. If Company has a reasonable objection to any new or replacement sub-processor, it shall notify AnyRoad of such objections in writing within ten (10) days of the notification and the parties will seek to resolve the matter in good faith. If AnyRoad is reasonably able to provide the Service to Company in accordance with the Main Agreement without using the sub-processor and decides in its discretion to do so, then Company will have no further rights under this clause in respect of the proposed use of the sub-processor. If Company does not provide a timely objection to any new or replacement sub-processor in accordance with this clause 4.2, Company will be deemed to have consented to the sub-processor and waived its right to object. AnyRoad may use a new or replacement sub-processor whilst the objection procedure in this clause is in process.

5. Audit and Records

5.1 AnyRoad will make available written documentation reflecting AnyRoad’s current technical and organizational data protection measures for processing activities covered by the standard contractual clauses approved by the EU authorities under EU Data Protection Laws and set out in Annex 2. In lieu of Company’s right of audit under the standard contractual clauses, AnyRoad may provide an audit report not older than 18 months by a registered and independent external auditor demonstrating that the AnyRoad’s technical and organizational measures are sufficient (in accord with an accepted industry audit standard such as ISO 27001 or SSAE 18 II SOC1 or SOC2), provided that should Company or a supervisory authority require additional information, such information will be provided by AnyRoad. Customer shall pay AnyRoad’s charges for providing any assistance, co-operation or information pursuant to this Section 2 at AnyRoad’s standard consultancy rates available on request.

6. Data Transfers

6.1 To the extent any Personal Data is transferred to any country outside the European Economic Area (“EEA”) or the United Kingdom except if to an Adequate Country, the parties agree that the applicable Standard Contractual Clauses set out in Annex 2 (for such transfers from the EEA) and/or Annex 3 (for such transfers from the United Kingdom) will apply in respect of that processing, and AnyRoad will comply with the obligations of the ‘data importer’ in the Standard Contractual Clauses and Company will comply with the obligations of the ‘data exporter’.

6.2 Company acknowledges and accepts that the provision of the Service under the Main Agreement may require the processing of Personal Data by sub-processors in countries outside the EEA.

6.3 If, in the performance of this Addendum, and/or the Main Agreement, AnyRoad transfers any Personal Data to a sub-processor located, or permits processing of any Personal Data by a sub-processor outside of the EEA or UK except if in an Adequate Country (without prejudice to clause 4), AnyRoad shall in advance of any such transfer ensure that a legal mechanism to achieve adequacy in respect of that processing and which is approved in writing by Company before the non-EEA or non-UK processing is in place, such as:

The requirement for AnyRoad to execute or procure that the sub-processor execute on behalf of Company applicable Standard Contractual Clauses set out in Annex 2 and/or Annex 3; or
The existence of any other specifically approved safeguard for data transfers (as recognized under EU Data Protection Laws and/or UK Data Protection Laws) and/or a European Commission finding of adequacy (for transfers from the EEA) and/or a finding of adequacy from the UK Secretary of State.

6.4 The following term shall apply to the standard contractual clauses set out in Annex 2:

AnyRoad may appoint sub-processors as set out, and subject to the requirements of, clauses 4 and 6.3 of this Addendum.

7. General

7.1 This Addendum is without prejudice to the rights and obligations of the parties under the Main Agreement which shall continue to have full force and effect. In the event of any conflict between the terms of this Addendum and the terms of the Main Agreement, the terms of this Addendum shall prevail so far as the subject matter concerns the processing of Personal Data.

7.2 Without prejudice to clause 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the standard contractual clauses set out in Annex 2, this Addendum and any action related thereto shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflicts of laws principles. The parties consent to the personal jurisdiction of, and venue in, the courts of San Francisco, California.

7.3 This Addendum is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter. Other than in respect of statements made fraudulently, no other representations or terms shall apply or form part of this Addendum. No modification of, amendment to, or waiver of any rights under the Addendum will be effective unless in writing and signed by an authorized signatory of each party. This Addendum may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Each person signing below represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Addendum. Each party represents and warrants to the other that the execution and delivery of this Addendum, and the performance of such party’s obligations hereunder, have been duly authorized and that this Addendum is a valid and legally binding agreement on each such party, enforceable in accordance with its terms.

ANNEX 1

Details of the Personal Data and processing activities

This Annex 1 includes certain details of the Processing of Company Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Company Personal Data
The subject matter and duration of the Processing of the Company Personal Data are set out in the Main Agreement and this Addendum.
The nature and purpose of the Processing of Company Personal Data
Processing customer user data for experiential relationship management
The types of Company Personal Data to be Processed
Email, name, booking information, feedback
The categories of Data Subject to whom the Company Personal Data relates
Customer’s users and customer’s employees
The obligations and rights of Company and Company Affiliates

The obligations and rights of Company and Company Affiliates are set out in the Main Agreement and this Addendum.

ANNEX 2

STANDARD CONTRACTUAL CLAUSES (Controller Processor)
SECTION I

Clause 1
Purpose and Scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)1 for the transfer of 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”).

(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 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 -Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4
Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5
Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6
Description of the Transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – 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.

OBLIGATIONS OF THE PARTIES
SECTION II

Clause 8
Data Protection Safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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 pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, 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 organizational 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 of members of its personnel only to the extent strictly necessary for the implementation, management, and monitoring of the contract. It shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences, and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.8 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 Union4 (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9
Use of Sub-Processors

(a) The data importer 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 authorization. The data importer shall submit the request for specific authorization at least five (5) business days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorization. The list of sub-processors already authorized by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfills 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 subprocessor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfill its obligations under that contract.

(e) The data importer shall agree on a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10
Data Subject Rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject if data importer is able to identify the data exporter such data subject to which such data belongs. It shall not respond to that request itself unless it has been authorized to do so by the data exporter unless blanket authorization is otherwise granted by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organizational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11
Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorized to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12
Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13
Supervision

(a) 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 a 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 inquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
SECTION III

Clause 14
Local Laws and Practices Affecting Compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organizational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15
Obligations of the Data Importer in Case of Access by Public Authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

Clause 16
Non-Compliance with the Clauses and Termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17
Governing Law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Netherlands.

Clause 18
Choice of Forum and Jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of the Netherlands.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX I
ANNEX I

A. LIST OF PARTIES

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

1. Name: As specified in the Order Form or the Agreement.

Address: As specified in the Order Form or the Agreement.

Contact person’s name, position and contact details: As specified in the Order Form or the Agreement.

Activities relevant to the data transferred under these Clauses: Processing pursuant to the Main Agreement (as defined in the Data Processing Addendum).

Signature and date: As specified in the Order Form or the Agreement.

Role (controller/processor): Controller.

Data importer(s):

1. Name: Anyroad, Inc.

Address: 505 Howard Street, 4th Floor, San Francisco, CA 94105

Contact person’s name, position and contact details: DPO – [email protected]

Activities relevant to the data transferred under these Clauses: Processing pursuant to the Main Agreement (as defined in the Data Processing Addendum).

Signature and date: As specified in the Order Form or the Agreement.

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

The Customer determines the categories of data entered onto the Services. The transferred GDPR Personal Data typically relates to the following categories of data: Customer’s user booking data and feedback.

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

Continuously during the term of the Main Agreement

…………………………

Nature of the processing

Data collection, experience and event management, analysis.

Purpose(s) of the data transfer and further processing

Providing the Service described in the Main Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

During the term of the Main Agreement, and deleted thereafter upon request of Customer.

C. COMPETENT SUPERVISORY AUTHORITY

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

In accordance with Clause 13 the competent supervisory authority shall be 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.

ANNEX II

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

Technical and Organizational measures shall be provided to Customer upon request to [email protected]

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorized the use of the following sub-processors: Please see subprocessors list at https://www.anyroad.com/subprocessors/

APPENDIX II
TO STANDARD CONTRACTUAL CLAUSES

SUPPLEMENTARY MEASURES RELATING TO THE STANDARD CONTRACTUAL CLAUSES

1. Data Access Laws. Data Importer shall use its best efforts to promptly, and in any case no later than twenty-four (24) hours after becoming aware of it, inform Data Exporter about any laws, regulations or any other legal or policy developments in the areas of intelligence, law enforcement, administrative and regulatory supervision applicable to Data Importer or individuals or legal entities, including Sub-Processors, acting on its behalf that may require Data Importer to provide public authorities with access to personal data (collectively “Data Access Laws”) transferred pursuant to the Standard Contractual Clauses (“Exported Personal Data”) and about changes in Data Access Laws. In the event of a change in Data Access Laws which is likely to have a substantial adverse effect on the warranties and obligations provided by the Standard Contractual Clauses (the “Clauses”), Data Importer will promptly notify the change to the Data Exporter as soon as it is aware, in which case the Data Exporter is entitled to immediately suspend the transfer of personal data and/or terminate the Clauses, requesting the deletion or return of the Exported Personal Data.

2. Public Authority Access Requests. Unless prohibited by law with respect to specific requests, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation, notify Data Exporter and, subject to Data Exporter’s written approval, the data subjects affected by the Public Authority Access Request (as defined below) without undue delay, and in any case not later than twenty-four (24) hours after receiving it, and with sufficient detail about each requests for access to Exported Personal Data by public authorities pursuant to Data Access Laws or otherwise (each a “Public Authority Access Request”) prior to providing access to, or otherwise disclosing, Exported Personal Data pursuant to a Public Authority Access Request. Such notifications must include, at a minimum, information about the personal data requested, the identity of the body making the Public Authority Access Request and the legal basis for disclosure, and the extent, if any, that the importer has already complied with the Public Authority Access Request. Unless otherwise instructed by Data Exporter following a notification of a Public Authority Access Request, Data Importer shall exhaust all reasonably available legal remedies to challenge, or limit the scope of, Public Authority Access Requests, such as protective orders or similar mechanisms, and not disclose any Exported Personal Data until required to do so and then only the minimum personal data needed to comply with a Public Authority Access Request. Access logs and other similar trails of disclosure of Exported Personal Data following a Public Authority Access Request should be tamper proof and distinguish between accesses due to regular business operations and accesses due to orders or Public Authority Access Requests. Upon Data Exporter’s reasonable request, Data Importer shall provide documentation verifying its compliance with this clause.

3. System Backdoors. Data Importer represents that (i) it has not created or enabled backdoors or other similar covert data access technologies or manipulated business processes (“Backdoor” or “Backdoors”) in connection with systems or business processes used to store or otherwise process Exported Personal Data; and (ii) the laws applicable to Data Importer do not require it to maintain Backdoors, to facilitate access to Exported Personal Data or systems in which they are stored, or to be in possession or to hand over encryption keys or other deciphering methods. Data Importer acknowledges and agrees that (i) in the event the Data Importer knowingly fails to disclose the existence of a Backdoor, Data Exporter shall have the right to immediately suspend the transfer of Exported Personal Data; and (ii) in the event of a change in the legislation applicable to Data Importer which is likely to require the installation of a Backdoor, 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 personal data, and the parties shall work together in good faith to agree any steps which have to be taken to allow the Data Importer to continue to provide compliance.

4. Right to Audit. At the request of the Data Exporter and at their expense, Data Importer agrees to submit, without undue delay, its data processing facilities used to process Exported Personal Data for on-site or remote audit including, but not limited to, access logs, for purposes of verifying compliance with Clauses 1, 2, and 3, which shall be carried out by the Data Exporter or an inspection body and composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected solely at the discretion of the Data Exporter.

ANNEX 3

UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Capitalized terms used but not defined in this Addendum have the meanings given to them in the Data Processing Addendum (the “DPA”) between Customer and AnyRoad Inc., into which this UK Addendum is incorporated

Table 1: Parties

Start date
The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties’ details	Full legal name: As specified in Annex I of the DPA Trading name (if different): As specified in Annex I of the DPA Main address (if a company registered address): As specified in Annex I of the DPA Official registration number (if any) (company number or similar identifier): As specified in Annex I of the DPA	Full legal name: Anyroad, Inc. Trading name (if different): Main address (if a company registered address): 505 Howard Street, 4th Floor, San Francisco, CA 94105 Official registration number (if any) (company number or similar identifier):
Key Contact	Full Name (optional): As specified in Annex I of the DPA Job Title: As specified in Annex I of the DPA Contact details including email: As specified in Annex I of the DPA	Full Name (optional): Legal Department Job Title: DPO Contact details including email: [email protected]
Signature (if required for the purposes of Section ‎2)

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information: Date: Reference (if any): Other identifier (if any): Or the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: As set forth in the attached EU Standard Contractual clauses

Annex 1B: Description of Transfer: As set forth in the attached EU Standard Contractual clauses

Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: As set forth in the attached EU Standard Contractual clauses

Annex III: List of Subprocessors (Modules 2 and 3 only): As set forth in the attached EU Standard Contractual clauses

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section ‎19: Importer Exporter neither Party

Part 2: Mandatory Clauses

Entering into this Addendum

Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum	This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix Information	As set out in Table ‎3.
Appropriate Safeguards	The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved Addendum	The template Addendum issued by the 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.
Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO	The Information Commissioner.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR.
UK	The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	As defined in section 3 of the Data Protection Act 2018.

This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section ‎10 will prevail.
Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
Sections ‎9 to ‎11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

Unless the Parties have agreed alternative amendments which meet the requirements of Section ‎12, the provisions of Section ‎15 will apply.
No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎12 may be made.
The following amendments to the Addendum EU SCCs (for the purpose of Section ‎12) are made:

References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
In Clause 2, delete the words:

“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;

Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
References to Regulation (EU) 2018/1725 are removed;
References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
Clause 13(a) and Part C of Annex I are not used;
The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
From time to time, the ICO may issue a revised Approved Addendum which:

makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

If the ICO issues a revised Approved Addendum under Section ‎18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:
1. its direct costs of performing its obligations under the Addendum; and/or
2. its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

Alternative Part 2 Mandatory Clauses:

Mandatory Clauses

Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the 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.