This Data Processing Agreement (“DPA”) supplements the Master Service Agreement, Terms of Service, or any other agreement (“Agreement”) executed by and between Wand Inc. (“Wand”), and you, a customer, user or individual (“Customer”) using the Wand.ai Platform and data processing platform services (“Services”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
WHEREAS, the Services may require Wand to Process Personal Data (as such terms are defined below) on the Customer’s behalf subject to the terms and conditions of this DPA; and
WHEREAS, the parties desire to supplement this DPA to achieve compliance with the UK, EU, Swiss, United States and other data protection laws and agree on the following:
APPLICATION OF THE DPA
This DPA reflect the parties’ agreement on the processing of Personal Data in connection with the Services and the Agreement and in accordance with Data Protection Laws.
In the event of a conflict between the terms and conditions of this DPA and the Agreement, this DPA shall prevail. For the avoidance of doubt, in the event Standard Contractual Clauses have been executed between the parties, the terms of the Standard Contractual Clauses shall prevail over those of this DPA.
DEFINITIONS
“Adequate Country” is a country that an adequacy decision from the European Commission.
“CCPA” means the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 – 1798.199) of 2018, including as modified by the California Privacy Rights Act (“CPRA”) once the CPRA takes effect as well as all regulations promulgated thereunder from time to time.
“Customer Data” means any and all Personal Data provided by the Customer to Wand during its use of the Service, as detailed in Annex I attached herein.
The terms “Personal Data”, “Controller”, “Processor”, “Data Subject”, “Processing” (and “Process“), “Personal Data Breach”, “Special Categories of Personal Data” and “Supervisory Authority”, shall all have the same meanings as ascribed to them in the EU Data Protection Law. The terms “Personal Information”, “Business”, “Business Purpose”, “Consumer”, “Service Provider,” “Sale” and “Sell” shall have the same meaning as ascribed to them in the CCPA. “Data Subject” shall also mean and refer to “Consumer”, as such term defined in the CCPA, “Personal Data” shall include “Personal Information” under this DPA.
“Data Protection Law” means applicable privacy and data protection laws and regulations (including, where applicable, EU Data Protection Law, UK Data Protection Laws, Swiss Data Protection Laws, Israeli Law and the CCPA) as may be amended or superseded from time to time.
“EEA” means the European Economic Area.
“EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) Regulation 2018/1725; (iii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iv) any national data protection laws made under, pursuant to, replacing or succeeding (i) and (ii); (v) any legislation replacing or updating any of the foregoing; and (vi) any judicial or administrative interpretation of any of the above, including any binding guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority.
“Israeli Law” means Israeli Privacy Protection Law, 5741-1981, the regulations promulgated pursuant thereto, including the Israeli Privacy Protection Regulations (Data Security), 5777-2017 and other related privacy regulations.
“Security Incident” means any significant accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data (including Customer Data).
“Standard Contractual Clauses” or “SCC” mean the 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 adopted by the European Commission Decision 2021/914 of 4 June 2021, which may be found here: Standard Contractual Clauses.
“Swiss Data Protection Laws” or “FADP” shall mean (i) Swiss Federal Data Protection Act (dated June 19, 1992, as of March 1, 2019) (“FDPA”); (ii) The Ordinance on the Federal Act on Data Protection (“FODP“); (iii) any national data protection laws made under, pursuant to, replacing or succeeding and any legislation replacing or updating any of the foregoing.
“Swiss SCC” shall mean the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner.
”UK Data Protection Laws” shall mean the Data Protection Act 2018 (DPA 2018), as amended, and EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as incorporated into UK law as the UK GDPR, as amended, and any other applicable UK data protection laws, or regulatory Codes of Conduct or other guidance that may be issued from time to time.
”UK GDPR” shall mean the GDPR as it forms part of domestic law in the United Kingdom by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time).
“UK Standard Contractual Clauses” or “UK SCC” means the UK “International Data Transfer Addendum to The European Commission Standard Contractual Clauses” available at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf as adopted, amended or updated by the UK Information Commissioner Office (“ICO”), Parliament or Secretary of State.
Any other terms that are not defined herein shall have the meaning provided under the Agreement or applicable law. A reference to any term or section of CCPA, UK Data Protection Laws or GDPR means the version as amended. Any references to the GDPR in this DPA shall mean the GDPR or UK GDPR depending on the applicable Law.
ROLES AND DETAILS OF PROCESSING
The parties agree and acknowledge that under the performance of their obligations set forth in the Agreement, and with respect to the Processing of Customer Data, Wand is acting as a Data Processor and Customer is acting as a Data Controller. For the purpose of the CCPA, Customer is the Business and Wand is the Service Provider.
The subject matter and duration of the Processing carried out by the Processor on behalf of the Controller, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects are described in Annex I attached hereto.
PROCESSING OF PERSONAL DATA
The Customer represents and warrants that: (i) its Processing instructions shall comply with applicable Data Protection Law, and the Customer acknowledges that, taking into account the nature of the Processing, Wand is not in a position to determine whether the Customer’s instructions infringe applicable Data Protection Law; and (ii) due to the nature of the Services, Wand does not monitor or control the Customer Data uploaded or hosted by the Wand Platform and thus, the type of Personal Data or Categories of the Data Subjects processed by it is subject to the Customer’s sole discretion.
Wand represents and warrants that it shall Process Customer Data, solely for the purpose of providing the Service, and for the pursuit of a Business Purpose as set forth under the CCPA, all in accordance with Customer’s written instructions including the Agreement and this DPA. Notwithstanding the above, in the event Wand is required under applicable laws, including Data Protection Law or any union or member state regulation, to Process Customer Data other than as instructed by Customer, Wand shall make its best efforts to inform the Customer of such requirement prior to Processing such Customer Data, unless prohibited under applicable law.
Wand shall provide reasonable cooperation and assistance to the Customer in ensuring compliance with its obligation to carry out data protection impact assessments with respect to the Processing of its Customer Data and to consult with the Supervisory Authority (as applicable).
Where applicable, Wand shall assist the Customer in ensuring that Personal Data Processed is accurate and up to date, by informing the Customer without delay if it becomes aware of the fact that the Personal Data it is Processing is inaccurate or has become outdated.
Wand shall take reasonable steps to ensure: (i) the reliability of its staff and any other person acting under its supervision who may come into contact with, or otherwise have access to and Process Customer Data; (ii) that persons authorized to process the Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and (iii) that such personnel are aware of their responsibilities under this DPA and any applicable Data Protection Laws.
Notwithstanding the above, in the event the Customer in any event that the Israeli Law shall apply, the parties hereby undertake that they comply with the aforesaid regulations as well as comply with the DPA.
Wand acknowledges and confirms that it does not receive or process any Personal Data as consideration for any services or other items that Wand provides to Customer under the Agreement. Wand certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling (as such term is defined in the CCPA) any Personal Data Processed hereunder, without Customer’s prior written consent, nor taking any action that would cause any transfer of Personal Data to or from Wand under the Agreement or this DPA to qualify as “selling” such Personal Data under the CCPA.
DATA SUBJECTS REQUESTS
It is agreed that where Wand receives a request from a Data Subject or an applicable authority in respect of Customer Data Processed by Wand, Wand will direct the Data Subject or the applicable authority to the Customer in order to enable the Customer to respond directly to the Data Subject’s or the applicable authority’s request, unless otherwise required under applicable laws. Parties shall provide each other with commercially reasonable cooperation and assistance in relation to the handling of a Data Subject’s or applicable authority’s request, to the extent permitted under Data Protection Law.
SUB-PROCESSING
The Customer acknowledges that Wand may transfer Customer Data to and otherwise interact with third party data processors (“Sub-Processor”). The Customer hereby authorizes Wand to engage and appoint such Sub-Processors to Process Customer Data, as well as permits each Sub-Processor to appoint a Sub-Processor on its behalf. Wand may continue to use those Sub-Processors already engaged by Wand, as listed in Annex III, or to engage an additional or replace an existing Sub-Processor to process Customer Data, subject to the provision of a thirty (30) day prior notice of its intention to do so to the Customer. In case the Customer has not objected to the adding or replacing of a Sub-Processor within thirty (30) days of Wand’s notice, such Sub-Processor shall be considered approved by the Customer. In the event the Customer objects to the adding or replacing of a Sub-Processor, Wand may, under Wand’s sole discretion, suggest the engagement of a different Sub-Processor for the same course of services, or otherwise terminate the Agreement.
Wand shall, where it engages any Sub-Processor, impose, through a legally binding contract between Wand and the Sub-Processor, data protection obligations similar to those set out in this DPA. Wand shall ensure that such contract will require the Sub-Processor to provide sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of Data Protection Law.
Wand shall remain responsible to the Customer for the performance of the Sub-Processor’s obligations in accordance with this DPA. Wand shall notify the Customer of any failure by the Sub-Processor to fulfill its contractual obligations.
TECHNICAL AND ORGANIZATIONAL MEASURES
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, and without prejudice to any other security standards agreed upon by the parties, Wand hereby confirms that it has implemented and will maintain appropriate physical, technical and organizational measures to protect the Customer Data as required under Data Protection Laws to ensure lawful processing of Customer Data and safeguard Customer Data from unauthorized, unlawful or accidental processing, access, disclosure, loss, alteration or destruction. The parties acknowledge that security requirements are constantly changing and that effective security requires the frequent evaluation and regular improvement of outdated security measures.
The security measures are further detailed in Annex II.
PERSONAL DATA SECURITY INCIDENT
Wand will notify the Customer upon becoming aware of any confirmed Security Incident affecting the Customer Data. Wand’s notification regarding or response to a Security Incident under this Section 8 shall not be construed as an acknowledgment by Wand of any fault or liability with respect to the Security Incident.
Wand will: (i) take necessary steps to remediate, minimize any effects of and investigate any Security Incident and to identify its cause; (ii) co-operate with the Customer and provide the Customer with such assistance and information as it may reasonably require in connection with the containment, investigation, remediation or mitigation of the Security Incident; (iii) notify the Customer in writing of any request, inspection, audit or investigation by a supervisory authority or other authority; (iv) keep the Customer informed of all material developments in connection with the Security Incident and execute a response plan to address the Security Incident; and (v) co-operate with the Customer and assist Customer with its obligation to notify the affected individuals in the case of a Security Incident.
AUDIT RIGHTS
Wand shall maintain accurate written records of any and all the processing activities of any Personal Data carried out under this DPA and shall make such records available to the Customer and applicable supervisory authorities upon written request. Such records provided shall be considered Wand’s Confidential Information and shall be subject to confidentiality obligations.
In the event the records and documentation provided subject to Section 9.1 above are not sufficient, Wand shall make available, solely upon prior reasonable written notice and no more than once per year, to a reputable auditor nominated by the Customer, information necessary to reasonably demonstrate compliance with this DPA, and shall allow for audits, including inspections, by such reputable auditor solely in relation to the Processing of the Customer Data (“Audit”) in accordance with the terms and conditions hereunder. The auditor shall be subject to the terms of this DPA and standard confidentiality obligations (including towards third parties). Wand may object to an auditor appointed by the Customer in the event Wand reasonably believes the auditor is not suitably qualified or independent, is a competitor of Wand or otherwise unsuitable (“Objection Notice”). The Customer will appoint a different auditor or conduct the Audit itself upon its receipt of an Objection Notice from Wand. Customer shall bear all expenses related to the Audit and shall (and ensure that each of its auditors shall) over the course of such Audit, avoid causing any damage, injury or disruption to Wand’ premises, equipment, personnel and business while its personnel are on those premises in the course of such Audit. Any and all conclusions of such Audit shall be confidential and reported back to Wand immediately.
CROSS BORDER PERSONAL DATA TRANSFERS
Transfers from the EEA, the UK or Switzerland to non-adequate third countries. Where the GDPR, UK GDPR or the Swiss FADP is applicable, if the Processing of Personal Data by Wand (or by a Sub-Processor) includes transfer of Personal Data (either directly or through an onward transfer) to a third country outside the EEA, the UK and Switzerland that is not an Adequate Country, such transfer shall only occur if an appropriate safeguard approved by the applicable Data Protection Law (the GDPR (Article 46), UK GDPR (Article 46) or Swiss FADP (as applicable)) for the lawful transfer of Personal Data under is in place.
If Wand or its Sub-processor relies on the Standard Contractual Clauses to facilitate a transfer to a third country that is not an Adequate Country, then:
transfer of Personal Data from the EEA the terms set forth in Annex IV shall apply.
transfer of Personal Data from the UK, the terms set forth in Annex V shall apply; and
transfer of Personal Data from Switzerland, the terms set forth in Annex VI shall apply.
TERM & TERMINATION
This DPA shall be effective as of the Effective Date and shall remain in force until the Agreement terminates.
Wand shall be entitled to terminate this DPA or terminate the Processing of Customer Data in the event that Processing of Customer Data under the Customer’s instructions or this DPA infringe applicable legal requirements.
Following the termination of this DPA, Wand shall, at the choice of the Customer, delete all Customer Data processed on behalf of the Customer and certify to the Customer that it has done so, or, return all Customer Data to the Customer and delete existing copies, unless applicable law or regulatory requirements requires that Wand continue to store Customer Data. Until the Customer Data is deleted or returned, the parties shall continue to ensure compliance with this DPA.
ANNEX I
DETAILS OF PROCESSING
This Annex includes certain details of the Processing of Personal Data as required by Article 28(3) GDPR.
Categories of Data Subjects:
Data subjects such as individuals that the Customer provided Wand Personal Data during the use of the Services (by or at the direction of Customer). Data subjects include, depending on the Customer, individual contacts, prospects, customers, business partners and vendors of Customer (who are natural persons); or employees or contact persons of Customer or Customer’s prospects, customers, business partners and vendors, including without limitations Customer’s Authorized Users, or any other individuals whose personal data is included in Customer Data.
Categories of Personal Data:
Contact details (e.g., name, email address, telephone number); account data (e.g., user name, email address, password); as well as any content, communications, messages, data, IP addresses, cookies data, location data; and any other Personal Data processed in the course of the Services as Customer Data.
Special Categories of Personal Data:
The personal data that is processed through the Services is determined and controlled by Customers in their sole discretion and may include the following sensitive data: personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, data concerning health or sex life, or data relating to offences, criminal convictions or security measures. Wand does not require this data to operate the Services.
Nature of the processing:
Collection, storage, organization, analysis, modification, retrieval, disclosure, communication and other uses in performance of the Services as set out in the Agreement
Purpose(s) of Processing:
Processing activities in performance of the Services as set out in the Agreement, including providing access to the Wand Platform and Services.
Retention Period:
Personal data will be retained for the term of the Agreement, unless agreed otherwise in the Agreement and/or the DPA.
Process Frequency:
Continuous basis
ANNEX II
TECHNICAL AND ORGANISATIONS MEASURES
Wand shall implement and maintain current and appropriate technical and organizational measures to protect Customer Data against accidental, unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration, disclosure or access;
Provide third-party attestation of static or dynamic application security testing or penetration testing on all software or systems Processing Customer Data, remediate any identified high vulnerabilities, provide written remediation plans for medium and low vulnerabilities, and provide evidence of its remediation of any identified security vulnerabilities at Customer’s request;
Maintain a level of security appropriate to the harm that may result from any unauthorized or unlawful Processing or accidental loss, destruction, damage, denial of service, alteration or disclosure, and appropriate to the nature of Customer Data;
Oblige its employees, agents or other persons to whom it provides access to Customer Data to keep it confidential; take reasonable steps to ensure the integrity of any employees who have access to Customer Data; provide annual training to staff and subcontractors on the security requirements contained herein;
Maintain measures designed to ensure the ongoing confidentiality, integrity, availability and resilience of Wand’s systems and services;
Maintain a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing of Customer Data, regularly testing such measures to validate their appropriateness and effectiveness, and implementing corrective action where deficiencies are revealed by such testing;
Log all individuals’ access to and activities on systems and at facilities containing Customer Data.
Adhere password policies for standard and privileged accounts consistent with industry best practices; protect both Wand’s and Customer’s user accounts by using multi-factor authentication;
Store and transmit Customer Data using strong cryptography, consistent with industry best practices, and pseudonymize Personal Data where appropriate;
If applicable, any connection to Customer’s networks shall be via Virtual Private Network (VPN), without split tunneling, and utilizing strong cryptography consistent with industry best practices;
Ensure that only those personnel who need to have access to Customer Data are granted access, such access is limited to the least amount required, and only granted for the purposes of performing the Services and the obligations under this DPA. Wand shall conduct access reviews upon each individual’s scope of responsibility change, staffing change or other change impacting the access to Customer Data;
Maintain a physical security program that is consistent with industry best practices;
Ensure that any storage media (whether magnetic, optical, non-volatile solid state, paper, or otherwise capable of retaining information) that captures Customer Data, if applicable, is securely erased or destroyed before repurposing or disposal;
Measures and assurances regarding US government surveillance (“Additional Safeguards”):
Wand agrees and hereby represents it maintains, and will continue to maintain, the following additional safeguards in connection with any Personal Data transferred under this Annex:
Wand maintains industry standard measures to protect the Personal Data from interception (including in transit from Customer to Wand and between different systems and services). This includes maintaining encryption of Personal Data in transit and at rest.
Wand will make reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Personal Data protected under the GDPR or the UK GDPR, including (if applicable) under section 702 of the United States Foreign Intelligence Surveillance Court (“FISA”).
If Wand becomes aware of any law enforcement agency or other governmental authority (“Authority”) attempt or demand to gain access to or a copy of the Personal Data (or part thereof), whether on a voluntary or a mandatory basis, then, unless legally prohibited or under a mandatory legal compulsion that requires otherwise, Wand shall: inform the relevant Authority that Wand is a Processor of the Personal Data and that Customer, as the Controller has not authorized Wand to disclose the Personal Data to the Authority; inform the relevant Authority that any and all requests or demands for access to the Personal Data should be directed to or served upon Customer in writing; and use reasonable legal mechanisms to challenge any such demand for access to Personal Data which is under the Wand’s control.
Notwithstanding the above, if, taking into account the nature, scope, context and purposes of the related Authority’s intended access to Personal Data, Wand has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual or entity, these subsections shall not apply. In such event, Wand shall notify Customer, as soon as possible, following the access by the Authority, and provide Customer with relevant details, unless and to the extent legally prohibited to do so.
Wand will inform Customer, upon written request (and not more than once a year), of the types of binding legal demands for Personal Data Wand has received and complied with, including demands under national security orders and directives, specifically including any process under Section 702 of FISA.
ANNEX III
LIST OF SUB-PROCESSORS
ANNEX IV
EU INTERNATIONAL TRANSFERS AND SCC
The parties agree that the terms of the Standard Contractual Clauses are hereby incorporated by reference and shall apply to transfer of Personal Data from the EEA to other countries that are not deemed as Adequate Countries.
Module Two (Controller to Processor) of the Standard Contractual Clauses shall apply where the transfer is effectuated by Customer as the data controller of the Personal Data and Wand is the data processor of the Personal Data.
The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and Wand (as Data Importer), the following shall apply:
Clause 7 of the Standard Contractual Clauses shall not be applicable.
In Clause 9, option 2 (general written authorization) shall apply and the method for appointing and time period for prior notice of Sub-processor changes shall be as set forth in the Sub-Processing Section of the DPA.
In Clause 11, the optional language will not apply, and data subjects shall not be able to lodge a complaint with an independent dispute resolution body.
In Clause 17, option 1 shall apply. The parties agree that the Standard Contractual Clauses shall be governed by the laws of the EU Member State in which the Customer is established (where applicable).
In Clause 18(b) the parties choose the courts of the Republic of Ireland, as their choice of forum and jurisdiction.
Annex I.A of the Standard Contractual Clauses shall be completed as follows:
“Data Exporter“: Customer
“Data Importer“: Wand
Roles: (A) With respect to Module Two: (i) Data Exporter is a data controller and (ii) the Data Importer is a data processor.
Data Exporter and Data Importer Contact details: As detailed in the Agreement.
Signature and Date: By entering into the Agreement and DPA, Data Exporter and Data Importer are deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
Annex I.B of the Standard Contractual Clauses shall be completed as follows:
The purpose of the processing, nature of the processing, categories of data subjects, categories of personal data and the parties’ intention with respect to the transfer of special categories are as described in Annex I (Details of Processing) of this DPA.
The frequency of the transfer and the retention period of the personal data is as described in Annex I (Details of Processing) of this DPA.
The sub-processor which personal data is transferred are listed in Annex III.
Annex I.C of the Standard Contractual Clauses shall be completed as follows: the competent supervisory authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in Section 3 above.
Annex II of this DPA (Technical and Organizational Measures) serves as Annex II of the Standard Contractual Clauses.
Annex III of this DPA (List of Sub-processors) serves as Annex III of the Standard Contractual Clauses.
Transfers to the US: Measures and assurances regarding US government surveillance (“Additional Safeguards”) are further detailed in Annex II, as well as:
Wand agrees and hereby represents it maintains, and will continue to maintain, the following additional safeguards in connection with any Personal Data transferred under this Annex IV:
Wand maintains industry standard measures to protect the Personal Data from interception (including in transit from Customer to Wand and between different systems and services). This includes maintaining encryption of Personal Data in transit and at rest.
Wand will make reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Personal Data protected under the GDPR or the UK GDPR, including (if applicable) under section 702 of the United States Foreign Intelligence Surveillance Court (“FISA”).
If Wand becomes aware of any law enforcement agency or other governmental authority (“Authority”) attempt or demand to gain access to or a copy of the Personal Data (or part thereof), whether on a voluntary or a mandatory basis, then, unless legally prohibited or under a mandatory legal compulsion that requires otherwise, Wand shall: inform the relevant Authority that Wand is a Processor of the Personal Data and that Customer, as the Controller has not authorized Wand to disclose the Personal Data to the Authority; inform the relevant Authority that any and all requests or demands for access to the Personal Data should be directed to or served upon Customer in writing; and use reasonable legal mechanisms to challenge any such demand for access to Personal Data which is under the Wand’s control.
Notwithstanding the above, if, taking into account the nature, scope, context and purposes of the related Authority’s intended access to Personal Data, Wand has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual or entity, these subsections shall not apply. In such event, Wand shall notify Customer, as soon as possible, following the access by the Authority, and provide Customer with relevant details, unless and to the extent legally prohibited to do so.
Wand will inform Customer, upon written request (and not more than once a year), of the types of binding legal demands for Personal Data Wand has received and complied with, including demands under national security orders and directives, specifically including any process under Section 702 of FISA.
ANNEX V
EU INTERNATIONAL TRANSFERS AND SCC
The parties agree that the terms of the Standard Contractual Clauses as amended by the UK Standard Contractual Clauses, and as amended in this Annex V, are hereby incorporated by reference and shall apply to transfer of Personal Data from the UK to other countries that are not deemed as Adequate Countries.
This Annex V is intended to provide appropriate safeguards for the purposes of transfers of Personal Data to a third country in reliance on Article 46 of the UK GDPR and with respect to data transfers from controllers to processors or from the processor to its sub-processors.
Terms used in this Annex V that are defined in the Standard Contractual Clauses, shall have the same meaning as in the Standard Contractual Clauses.
This Annex V shall (i) be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that if fulfils the intention for it to provide the appropriate safeguards as required by Article 46 of the UK GDPR, and (ii) not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws.
Amendments to the UK Standard Contractual Clauses:
Part 1: Tables
Table 1 Parties: shall be completed as set forth in Section 4 within Annex IV above.
Table 2 Selected SCCs, Modules and Selected Clauses: shall be completed as set forth in Section 2 and 3 within Annex IV above.
Table 3 Appendix Information:
Annex 1A: List of Parties: shall be completed as set forth in Section 2 within Annex IV above.
Annex 1B: Description of Transfer: shall be completed as set forth in Annex I above.
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: shall be completed as set forth in Annex II above.
Annex III: List of Sub processors: shall be completed as set forth in Annex III above.
Table 4 Ending this Addendum when the Approved Addendum Changes: shall be completed as “neither party”.
ANNEX IV
SUPPLEMENTARY TERMS FOR SWISS DATA PROTECTION LAW TRANSFERS ONLY
The following terms supplement the Clauses only if and to the extent the Clauses apply with respect to data transfers subject to Swiss Data Protection Law, and specifically the FDPA:
The term ’Member State’ will be interpreted in such a way as to allow data subjects in Switzerland to exercise their rights under the Clauses in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Clauses.
The clauses in the DPA protect the Personal Data of legal entities until the entry into force of the Revised Swiss FDPA.
All references in this DPA to the GDPR should be understood as references to the FDPA insofar as the data transfers are subject to the FDPA.
References to the “competent supervisory authority”, “competent courts” and “governing law” shall be interpreted as Swiss Data Protection Laws and Swiss Information Commissioner, the competent courts in Switzerland, and the laws of Switzerland (for Restricted Transfers from Switzerland).
In respect of data transfers governed by Swiss Data Protection Laws and Regulations, the EU SCCs will also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws and Regulations until such laws are amended to no longer apply to a legal entity.
The competent supervisory authority is the Swiss Federal Data Protection Information Commissioner
