Data processing addendum

This Data Processing Addendum (“DPA”) Is An Agreement Between Roboticwares Private Limited Or Its Affiliates. (“Robotic Wares,”, “FarEye”, “We,” “Us,” Or “Our” And Includes Its Subsidiaries And Affiliate Entities) And You Or The Entity You Represent (“Customer”, “You” Or “Your”). This DPA Supplements And Is A Part And Parcel Of Other Agreements Between Customer And FarEye

This DPA Is Pursuant To Master Subscription Agreement (“MSA/Agreement”) Signed Between Parties Signing This DPA.
By Signing The Agreement, Customer Enters Into This Addendum On Behalf Of Itself And, To The Extent Required Under Applicable Data Protection Laws And Regulations, In The Name And On Behalf Of Its Authorized Affiliates, If And To The Extent FarEye Processes Personal Data For Which Such Authorized Affiliates Qualify As The Controller. For The Purposes Of This DPA Only, And Except Where Indicated Otherwise, The Term "Customer" Shall Include Customer And Authorized Affiliates. All Capitalized Terms Not Defined Herein Shall Have The Meaning Set Forth In The Agreement.

In The Course Of Providing The Services To Customer Pursuant To The Agreement, FarEye May Process Personal Data On Behalf Of Customer And The Parties Agree To Comply With The Following Provisions With Respect To Any Personal Data, Each Acting Reasonably And In Good Faith.

1. DEFINITIONS

a. “Affiliate” Means Any Entity That Directly Or Indirectly Controls, Is Controlled By, Or Is Under Common Control With The Subject Entity. “Control,” For Purposes Of This Definition, Means Direct Or Indirect Ownership And/Or Control Of More Than 50% Of The Voting Interests Of The Subject Entity.

b. “Authorized Affiliate” Means Any Of Customer's Affiliate(S) Which (A) Is Subject To The Data Protection Laws And Regulations Of The European Union, The European Economic Area And/Or Their Member States And (B) Is Permitted To Use The Services Pursuant To The Agreement Between Customer And FarEye, But Has Not Signed Its Own Agreement With FarEye And Is Not A "Customer" As Defined Under The Agreement.

c. “Controller” Means The Entity Which Determines The Purposes And Means Of The Processing Of Personal Data.

d. “Customer Data” Means What Is Defined In The Agreement As “Customer Data” And Is Limited To The Personal Data

e. “Data Protection Laws And Regulations” Means All Laws And Regulations, Including Laws And Regulations Of The European Union, The European Economic Area And Their Member States.

f. “Data Subject” Means The Identified Or Identifiable Person To Whom Personal Data Relates.

g. “GDPR” Means The Regulation (EU) 2016/679 Of The European Parliament And Of The Council Of 27 April 2016 On The Protection Of Natural Persons With Regard To The Processing Of Personal Data And On The Free Movement Of Such Data, And Repealing Directive 95/46/EC (General Data Protection Regulation).

h. “Personal Data” Means Any Non-Anonymous, Non-Aggregated And Identified Information Relating To:

  • An Identified Or Identifiable Natural Person And,
  • An Identified Or Identifiable Legal Entity (Where Such Information Is Protected Similarly As Personal Data Or Personally Identifiable Information Under Applicable Data Protection FarEyeand Regulations), Where For Each

i. “Processing” Means Any Operation Or Set Of Operations Which Is Performed Upon Personal Data, Whether Or Not By Automatic Means, Such As Collection, Recording, Organization, Structuring, Storage, Adaptation Or Alteration, Retrieval, Consultation, Use, Disclosure By Transmission, Dissemination Or Otherwise Making Available, Alignment Or Combination, Restriction, Erasure Or Destruction.

j. “Processor” Means The Entity Which Processes Personal Data On Behalf Of The Controller.

k. “Standard Contractual Clauses” Means The Agreement Executed By And Between Customer And FarEye, And Attached Hereto Pursuant To The European Commission’s Decision (C(2010)593) Of 5 February 2010 On Standard Contractual Clauses For The Transfer Of Personal Data To Processors Established In Third Countries Which Do Not Ensure An Adequate Level Of Data Protection.

l. “Sub-Processor” Means Any Processor Engaged By FarEye Group Or A Member Of The FarEye Group.

m. “Supervisory Authority” Means An Independent Public Authority Which Is Established By An EU Member State Pursuant To The GDPR.

n. "Effective Date" Means The Later Of The Date Of Execution Of This Addendum By FarEye And Customer.

p. “Personal Data Breach” Means A Breach Of Security Leading To The Accidental Or Unlawful Destruction, Loss, Alteration, Unauthorized Disclosure Of, Access To, Or Other Unauthorized Processing Of Personal Data Transmitted, Stored Or Otherwise Processed.

2. PROCESSING OF PERSONAL DATA

a. Roles Of The Parties. The Parties Acknowledge And Agree That With Regard To The Processing Of Personal Data, Customer Is The Controller, FarEye Is The Processor And That FarEye Or Members Of The FarEye Group Will Engage Sub-Processors Pursuant To The Requirements Set Forth In Section 4 “Sub-Processors”.

b. FarEye’ Processing Of Personal Data. FarEye Shall Treat Personal Data As Confidential Information And Shall Only Process Personal Data On Behalf Of And In Accordance With Customer’s Documented Instructions For The Following Purposes: (I) Processing In Accordance With The Agreement; (Ii) Processing Initiated By Users In Their Use Of The Services; And (Iii) Processing To Comply With Other Documented Reasonable Instructions Provided By Customer (E.G., Via Email) Where Such Instructions Are Consistent With The Terms Of The Agreement.

c. Confidentiality Of Customer Data. FarEye Will Not Access Or Use, Or Disclose To Any Third Party, Any Customer Data, Except, In Each Case, As Necessary To Maintain Or Provide The Services, Or As Necessary To Comply With The Law Or A Valid And Binding Order Of A Governmental Body (Such As Court Order). If A Governmental Body Sends FarEye A Demand For Customer Data, FarEye Will Attempt To Redirect The Governmental Body To Request That Data Directly From Customer. As Part Of This Effort, FarEye May Provide Customer’s Basic Contact Information To The Government Body. If Compelled To Disclose Customer Data To A Government Body, Then FarEye Will Give Customer Reasonable Notice Of The Demand To Allow Customer To Seek A Protective Order Or Other Appropriate Remedy Unless FarEye Is Legally Prohibited From Doing So. If The Standard Contractual Clauses Apply, Nothing In This Section Varies Or Modifies The Standard Contractual Clauses.

d. Details Of The Processing. The Subject-Matter Of Processing Of Personal Data By FarEye Is The Performance Of The Services Pursuant To The Agreement. The Duration Of The Processing, The Nature And Purpose Of The Processing, The Types Of Personal Data And Categories Of Data Subjects Processed Under This DPA Are Further Specified In Appendix 1 To Annexure 1 (Details Of The Processing) To This DPA.

3. RIGHTS OF DATA SUBJECTS

FarEye Shall, To The Extent Legally Permitted, Promptly Notify Customer If FarEye Receives A Request From A Data Subject To Exercise The Data Subject's Right Of Access, Right To Rectification, Restriction Of Processing, Erasure (“Right To Be Forgotten”), Data Portability, Object To The Processing, Or Its Right Not To Be Subject To An Automated Individual Decision Making (“Data Subject Request”). Taking Into Account The Nature Of The Processing, FarEye Shall Assist Customer By Appropriate Technical And Organizational Measures, Insofar As This Is Possible, For The Fulfilment Of Customer’s Obligation To Respond To A Data Subject Request Under Data Protection Laws And Regulations. In Addition, To The Extent Customer, In Its Use Of The Services, Does Not Have The Ability To Address A Data Subject Request, FarEye Shall Upon Customer’s Request Provide Commercially Reasonable Efforts To Assist Customer In Responding To Such Data Subject Request, To The Extent FarEye Is Legally Permitted To Do So And The Response To Such Data Subject Request Is Required Under Data Protection FarEye And Regulations. To The Extent Legally Permitted, Customer Shall Be Responsible For Any Costs Arising From FarEye’s Provision Of Such Assistance.

4. SUB-PROCESSORS

a. Authorised Sub-Processors. Customer Agrees That FarEye May Use Sub-Processors To Fulfill Its Contractual Obligations Under This DPA Or To Provide Certain Services On Its Behalf, Such As Providing Support Services. A List Of Sub-Processors Is Attached In Appendix 3 To Annexure 1 Who Are Currently Engaged By FarEye To Carry Out Processing Activities On Customer Data On Behalf Of Customer. Before FarEye Engages Any New Sub-Processor To Carry Out Processing Activities On Customer Data On Behalf Of Customer, FarEye Will Provide Customer With A Advance Notification. If Customer Objects To A New Sub-Processor, Then Without Prejudice To Any Termination Rights Customer Has Under The Agreement And Subject To The Applicable Terms And Conditions, Customer May Terminate The Agreement. Customer Consents To FarEye’ Use Of Sub-Processors As Described In This Section.

b. Sub-Processor Obligations. Where FarEye Authorizes Any Sub-Processor As Described In Section 4.A:

i. FarEye Will Restrict The Sub-Processor’s Access To Customer Data Only To What Is Necessary To Maintain The Services Or To Provide The Services To Customer And Any End Users In Accordance With The Documentation And FarEye Will Prohibit The Sub-Processor From Accessing Customer Data For Any Other Purpose;

ii. FarEye Will Enter Into A Written Agreement With The Sub-Processor And, To The Extent That The Sub-Processor Is Performing The Same Data Processing Services That Are Being Provided By FarEye Under This DPA, FarEye Will Attempt To Impose On The Sub-Processor Nearby Similar Contractual Obligations That FarEye Has Under This DPA; And

iii FarEye Will Remain Responsible For Its Compliance With The Obligations Of This DPA And For Any Acts Or Omissions Of The Sub-Processors That Cause FarEye To Breach Any Of FarEye’s Obligations Under This DPA.

c. Liability. FarEye Shall Be Liable For The Acts And Omissions Of Its Sub-Processors To The Same Extent FarEye Would Be Liable If Performing The Services Of Each Sub-Processor Directly Under The Terms Of This DPA, Except As Otherwise Set Forth In The Agreement And As Per Capping Defined In The MSA.

5. FarEye Personnel

a. Confidentiality. FarEye Shall Ensure That Its Personnel Engaged In The Processing Of Personal Data Are Informed Of The Confidential Nature Of The Personal Data, Have Received Appropriate Training On Their Responsibilities And Have Executed Written Confidentiality Agreements. FarEyeshall Ensure That Such Confidentiality Obligations Survive The Termination Of The Personnel Engagement.

b. Reliability. FarEye Shall Take Commercially Reasonable Steps To Ensure The Reliability Of Any FarEye Personnel Engaged In The Processing Of Personal Data.

c. Limitation Of Access. FarEye Shall Ensure That FarEye Access To Personal Data Is Limited To Those Personnel Performing Services In Accordance With The Agreement. Upon Termination Of The Agreement Or To Comply With Deletion Requests Or Requests To Return Personal Data, Comply With Customer’s Request To Delete, Or Return All The Personal Data To Customer Within 120 Days From The Date Of Request/Termination Date, And Delete Existing Copies Unless Applicable Law Prevents It From Returning Or Destroying All Or Part Of The Personal Data Or Requires Storage Of The Personal Data (In Which Case FarEye Will Protect The Confidentiality Of The Personal Data, Will Not Actively Process The Personal Data Anymore.

6. Privacy Impact Assessment And Prior Consultation.

Taking Into Account The Nature Of The Services And The Information Available To FarEye Will Assist Customer In Complying With Customer’s Obligations In Respect Of Data Protection Impact Assessments And Prior Consultation Pursuant To Articles 35 And 36 Of The GDPR, By Providing The Information FarEye Makes Available Under This Section.

7. International Data Transfers.

a. The Customer Agrees That FarEye May Transfer Or Store Personal Data Processed On Behalf Of Customer Outside Of Europe Or Such Other Approved Country Or Territory As Necessary To Perform Services On Behalf Of Customer. By Signing This Addendum, The Parties Conclude The Standard Contractual Clauses Attached As Annex 1. The Entity Signing This Addendum Executes The Standard Contractual Clauses On Its Own Behalf And On Behalf Of Its Affiliates. The Standard Contractual Clauses Will Apply To Personal Data Processed By FarEye In The Context Of The Services That Are Transferred Outside Of Europe Or Such Other Approved Country Or Territory Either Directly Or Via An Onward Transfer.

b. Application Of Standard Contractual Clauses. The Standard Contractual Clauses Will Apply To Customer Data That Is Transferred Outside The EU & EEA, Either Directly Or Via Onward Transfer, To Any Country Not Recognized By The European Commission As Providing An Adequate Level Of Protection For Personal Data (As Described In The GDPR). The Standard Contractual Clauses Will Not Apply To Customer Data That Is Not Transferred, Either Directly Or Via Onward Transfer, Outside The EU & EEA. Notwithstanding The Foregoing, The Standard Contractual Clauses (Or Obligations The Same As Those Under The Standard Contractual Clauses) Will Not Apply If FarEye Has Adopted Binding Corporate Rules For Processors Or An Alternative Recognized Compliance Standard For The Lawful Transfer Of Personal Data (As Defined In The GDPR) Outside The EU & EEA

8. Customer Audits.

Customer Agrees To Exercise Any Right It May Have To Conduct An Audit Or Inspection, Including Under The Standard Contractual Clauses If They Apply, By Instructing FarEye To Carry Out The Audit With An Advance Written Notice Of 30 Days. If Customer Wishes To Change This Instruction Regarding The Audit, Then Customer Has The Right To Request A Change To This Instruction By Sending FarEye Written Notice As Provided For In The Agreement. If FarEye Declines To Follow Any Instruction Requested By Customer Regarding Audits Or Inspections, Customer Is Entitled To Terminate This DPA And The Agreement. If The Standard Contractual Clauses Apply, Nothing In This Section Varies Or Modifies The Standard Contractual Clauses Nor Affects Any Supervisory Authority’s Or Data Subject’s Rights Under The Standard Contractual Clauses.

10. Security Of The Processing, Confidentiality, And Personal Data Breach Notification.

FarEye Agrees That It Will: Have Implemented And Will Maintain A Comprehensive Written Information Security Program That Complies With The Appendix 2 To Annex 1 Of This Addendum, Including Appropriate Technical And Organizational Measures To Ensure A Level Of Security Appropriate To The Risk And That, No Later Than The Effective Date Of The GDPR, It Will Have Implemented And Will Maintain A Comprehensive Written Information Security Program That Complies With The GDPR. In Assessing The Appropriate Level Of Security, FarEyeshall Take 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 Data Subjects And The Risks That Are Presented By The Processing, In Particular From Accidental Or Unlawful Destruction, Loss, Alteration, Unauthorized Disclosure Of, Or Access To Personal Data Transmitted, Stored Or Otherwise Processed.

9. Security Breach Notification.

a. Security Incident. FarEye Will (A) Notify Customer Of A Security Incident Without Undue Delay After Becoming Aware Of The Security Incident, And B) Take Reasonable Steps To Mitigate The Effects And To Minimize Any Damage Resulting From The Security Incident.

b. FarEye Assistance. To Assist Customer In Relation To Any Personal Data Breach Notifications Customer Is Required To Make Under The GDPR, FarEye Will Include In The Notification Such Information About The Security Incident As FarEye Is Reasonably Able To Disclose To Customer, Taking Into Account The Nature Of The Services, The Information Available To FarEye, And Any Restrictions On Disclosing The Information, Such As Confidentiality.

c. Unsuccessful Security Incidents. Customer Agrees That:

i. An Unsuccessful Security Incident Will Not Be Subject To This Section. An Unsuccessful Security Incident Is One That Results In No Unauthorized Access To Customer Data Or To Any Of FarEye’s Equipment Or Facilities Storing Customer Data, And May Include, Without Limitation, Pings And Other Broadcast Attacks On Firewalls Or Edge Servers, Port Scans, Unsuccessful Log-On Attempts, Denial Of Service Attacks, Packet Sniffing (Or Other Unauthorized Access To Traffic Data That Does Not Result In Access Beyond Headers) Or Similar Incidents; And

ii. FarEye’s Obligation To Report Or Respond To A Security Incident Under This Section Is Not And Will Not Be Construed As An Acknowledgement By FarEye Of Any Fault Or Liability Of FarEye With Respect To The Security Incident.

d. Communication. Notification(S) Of Security Incidents, If Any, Will Be Delivered To One Or More Of Customer’s Administrators By Any Means FarEye Selects, Including Via Email. It Is Customer’s Sole Responsibility To Ensure Customer’s Administrators Maintain Accurate Contact Information On The FarEye Management Console And Secure Transmission At All Times.

11. Entire Agreement; Conflict.

Except As Amended By This DPA, The Agreement Will Remain In Full Force And Effect. If There Is A Conflict Between Any Other Agreement Between The Parties Including The Agreement And This DPA, The Terms Of This DPA Will Control.

Annex 1

Standard Contractual Clauses (Processors)
For The Purposes Of Article 45(2) Of Regulation(EU) 2016/679 For The Transfer Of Personal Data To Processors Established In Third Countries Which Do Not Ensure An Adequate Level Of Data Protection
The Entity Identified As “Customer” In The DPA
(The “Data Exporter”)
And
FarEye
(The“Data Importer”)
Each A “Party”; Together “The Parties”
HAVE AGREED On The Following Contractual Clauses (The Clauses) In Order To Adduce Adequate Safeguards With Respect To The Protection Of Privacy And Fundamental Rights And Freedoms Of Individuals For The Transfer By The Data Exporter To The Data Importer Of The Personal Data Specified In Appendix 1.

Clause 1

Purpose and Scope

  1. The Purpose Of This Standard Contractual Clause Is To Ensure That The Transfer Of Personal Data To A Third Party Complies 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 Flow Of Data (General Data Protection Regulation) (1).
  2. The Parties:
    • The Natural Or Legal Person(S), Governmental Authority(Ies), Agency(Ies), Or Other Body(Ies) (FarEye And Customers) (Hence Each ‘Data Exporter') Transmitting Personal Data, As Indicated In Annex I.A
    • The Entity(Ies) In A Third Country That Receive Personal Data From The Data Exporter/Customer, Either Directly Or Indirectly Through Another Customer That Is Also A Party To These Clauses, As Indicated In Annex I.A (Hence Each "Data Importer"/ “FarEye”).
  3. This Clause Apply With Respect To The Transfer Of Personal Data As Specified In Annex I.B.
  4. The Annexes Referred To In The Appendix To These Clauses Are Considered An Integral Part Of These Clauses.

Clause 2

Effect and invariability of the Clauses

  • These Clauses Implement Appropriate Safeguards, Such As Enforceable Data Subject Rights And Effective Legal Remedies, In Accordance With Articles 46(1) And 46(2)(C) Of Regulation (EU) 2016/679, And Standard Contractual Clauses In Accordance With Article 28(7) Of Regulation (EU) 2016/679, For Data Transfers Between FarEye And Customers, 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.
  • These Clauses Are In Addition To Any Duties That The Data Exporter May Have Under Regulation (EU) 2016/679.

Clause 3

Third-party beneficiary clause

  1. Data Subjects May Invoke And Enforce These Clauses, As Third-Party Beneficiaries, Against The Customer And/Or FarEye, With The Following Exceptions:
    • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    • Clause 8 – Module One: Clause 8.5 (E) And Clause 8.9(B); Module Two: Clause 8.1(B), 8.9(A), (C), (D) And (E); Module Three: Clause 8.1(A), (C) And (D) And Clause 8.9(A), (C), (D), (E), (F) And (G); Module Four: Clause 8.1 (B) And Clause 8.3(B);
    • Clause 9 – Module Two: Clause 9(A), (C), (D) And (E); Module Three: Clause 9(A), (C), (D) And (E);
    • Clause 12 – Module One: Clause 12(A) And (D); Modules Two And Three: Clause 12(A), (D) And (F);
    • Clause 13;
    • Clause 15.1(C), (D) And (E);
    • Clause 16(E);
    • Clause 18 – Modules One, Two And Three: Clause 18(A) And (B); Module Four: Clause 18.
  2. Paragraph (A) Has No Bearing On Data Subjects' Rights Under Regulation (EU) 2016/679.

Clause 4

Interpretation

  1. Where These Clauses Use Terms That Are Defined In Regulation (EU) 2016/679, Those Terms Shall Have The Same Meaning As In That Regulation.
  2. These Clauses Shall Be Read And Interpreted In The Light Of The Provisions Of Regulation (EU) 2016/679.
  3. 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

If There Is A Conflict Between These Clauses And The Provisions Of Relevant Agreements Between The Parties That Are In Effect At The Time These Clauses Are Agreed Or Entered Into, These Clauses Will Take Precedence.

Clause 6

The Liability Of Parties Shall Be Limited To The Capping Defined In The MSA Or As Per The Amount Awarded By The Competent Court Or Statutory Authority, Whichever Is Higher.

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

Docking clause

  1. An Entity (FarEye) That Is Not A Party To These Clauses May Accede To These Clauses At Any Time, Either As FarEye Or A Customer, With The Approval Of The Parties, By Completing The Appendix And Signing Annex I.A.
  2. FarEye Becomes A Party To These Clauses And Has The Rights And Obligations Of A Data Exporter Or Data Importer In Line With Its Designation In Annex I.A After It Has Completed The Appendix And Signed Annex I.A.
  3. FarEye Shall Have No Rights Or Duties Under These Clauses That Date Back To The Time Before It Became A Party.

Clause 8

Data protection safeguards

The Data Exporter/Customer Declares That It Has Made Reasonable Efforts To Assess That FarEye Will Be Able To Meet Its Responsibilities Under These Clauses By Implementing Adequate Technological And Organizational Measures.

MODULE 2: Transfer Controller To Processor

8.1 Instructions:

  1. FarEye 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.
  2. FarEye Shall Immediately Inform The Data Exporter If It Is Unable To Follow Those Instructions.

8.2 Purpose Limitation:

FarEye 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 Or Customer.

8.3 Transparency: On Request, The Data Exporter/Customer Shall Make A Copy Of These Clauses, Available To The Data Subject Free Of Charge. On Request, The Parties Shall Provide The Data Subject With The Reasons For The Redactions, To The Extent Possible Without Revealing The Redacted Information.

8.4 Accuracy: FarEye Becomes Aware That The Personal Data It Has Received Is Inaccurate, Or Has Become Outdated, It Shall Inform The Customer 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 FarEye Shall Only Take Place For The Duration. After The End Of The Provision Of The Processing Services, FarEye Shall, At The Choice Of The Customer, Delete All Personal Data Processed On Behalf Of The Customer And Certify To The Customer That It Has Done So, Or Return To The Customer All Personal Data Processed On Its Behalf And Delete Existing Copies.

8.6 Security Of Processing: FarEye And, During Transmission, Also The Customer Shall Implement Appropriate Technical And Organizational Measures To Ensure The Security Of The Data, Including Protection Against A Breach Of Security Leading To Accidental Or Unlawful Destruction, Loss, Alteration, Unauthorized Disclosure Or Access To That Data (Hereinafter ‘Personal Data Breach’). Members Of The FarEye’s Staff Will Have Access To Personal Data Only To The Degree Strictly Necessary For The Contract's Implementation, Management, And Monitoring. It Must Ensure That Those Entitled To Process Personal Data Have Signed A Confidentiality Agreement Or Are Bound By A Statutory Confidentiality Duty. In The Event Of A Personal Data Breach Concerning Personal Data Processed By FarEye Under These Clauses, FarEye Shall Take Appropriate Measures To Address The Breach, Including Measures To Mitigate Its Adverse Effects. FarEye Shall Also Notify The Data Exporter Or Customer 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, Its Likely Consequences And The Measures Taken Or Proposed To Address The Breach Including, Where Appropriate, Measures To Mitigate Its Possible Adverse Effects.
FarEye Shall Cooperate With And Assist The Customer To Enable The Customer 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 FarEye.8.7 Sensitive Data: Where The Transfer Involves Personal Data Revealing Racial Or Ethnic Origin, Political Opinions, Religious Or Philosophical Beliefs, Or Trade Union Membership, Genetic Data, Or Biometric Data For The Purpose Of Uniquely Identifying A Natural Person, Data Concerning Health Or A Person’s Sex Life Or Sexual Orientation, Or Data Relating To Criminal Convictions And Offences (Hereinafter ‘Sensitive Data’), FarEye Shall Apply The Specific Restrictions And/Or Additional Safeguards Described In Annex I.B.

8.8 Onward Transfers: FarEye Shall Only Disclose The Personal Data To A Third Party On Documented Instructions From The Data Exporter. In Addition, The Data May Only Be Disclosed To A Third Party Located Outside The European Union ( 4 ) (In The Same Country As FarEye 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

  1. 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;
  2. 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;
  3. 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
  4. The Onward Transfer Is Necessary In Order To Protect The Vital Interests Of The Data Subject Or Of Another Natural Person.

8.9 Documentation And Compliance: FarEye Shall Promptly And Adequately Deal With Enquiries From The Data Exporter That Relate To The Processing Under These Clauses. The Parties Shall Be Able To Demonstrate Compliance With These Clauses. In Particular, FarEye Shall Keep Appropriate Documentation On The Processing Activities Carried Out On Behalf Of The Customer. FarEye Shall Make Available To The Data Exporter All Information Necessary To Demonstrate Compliance With The Obligations Set Out In These Clauses And At The Customer’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 Noncompliance. Customer May Choose To Conduct The Audit By Itself Or Mandate An Independent Auditor.

MODULE 3: Transfer Processor To Processor

8.1 Instructions:

  1. Customer Has Informed FarEye That It Acts As Processor Under The Instructions Of Its Controller(S), Which The Customer Shall Make Available To The FarEye Prior To Processing.
  2. FarEye Shall Process The Personal Data Only On Documented Instructions From The Controller, As Communicated To The Data Importer By Customer, And Any Additional Documented Instructions From The Data Exporter. The Controller Or Data Exporter May Give Further Documented Instructions Regarding The Data Processing Throughout The Duration Of The Contract.
  3. FarEye Shall Immediately Inform The Customer If It Is Unable To Follow Those Instructions. Where FarEye Is Unable To Follow The Instructions From The Controller, The Customer Shall Immediately Notify The Controller.
  4. Customer Warrants That It Has Imposed The Same Data Protection Obligations On FarEye As Set Out In The Contract Or Other Legal Act Under Union Or Member State Law Between The Controller And The Data Exporter (5).

8.2 Purpose Limitation: FarEye Shall Process The Personal Data Only For The Specific Purpose(S) Of The Transfer, As Set Out In Annex I. B., Unless On Further Instructions From The Controller, As Communicated To The Data Importer By The Customer, Or From The Data Exporter.

8.3 Transparency: On Request, The Customer Shall Make A Copy Of These Clauses, Including The Appendix As Completed By The Parties. To The Extent Necessary To Protect Business Secrets Or Other Confidential Information, Including Personal Data, The Customer May Redact Part Of The Text Of The Appendix Prior To Sharing A Copy, But Shall Provide A Meaningful Summary Where The Data Subject Would Otherwise Not Be Able To Understand Its Content Or Exercise His/Her Rights.

8.4 Accuracy: If FarEye Becomes Aware That The Personal Data It Has Received Is Inaccurate, Or Has Become Outdated, It Shall Inform The Data Exporter Without Undue Delay. In This Case, The Data Importer Shall Cooperate With The Data Exporter To Rectify Or Erase The Data.

8.5 Duration Of Processing And Erasure Or Return Of Data: Processing By FarEye Shall Only Take Place For The Duration Specified In Annex I.B. After The End Of The Provision Of The Processing Services, FarEye Shall, At The Choice Of The Data Exporter, Delete All Personal Data Processed On Behalf Of The Controller And Certify To The Data Exporter/Customer 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.

8.6 Security Of Processing:

  1. FarEye And, During Transmission, Also The Customer Shall Implement Appropriate Technical And Organizational Measures To Ensure The Security Of The Data, Including Protection Against A Breach Of Security Leading To Accidental Or Unlawful Destruction, Loss, Alteration, Unauthorized Disclosure Or Access To That Data (Hereinafter ‘Personal Data Breach’).
  2. FarEye Shall Grant Access To The Data To Members Of Its Personnel Only To The Extent Strictly Necessary For The Implementation, Management And Monitoring Of The Contract. It Shall Ensure That Persons Authorized To Process The Personal Data Have Committed Themselves To Confidentiality Or Are Under An Appropriate Statutory Obligation Of Confidentiality.
  3. In The Event Of A Personal Data Breach Concerning Personal Data Processed By FarEye Under These Clauses, FarEye Shall Take Appropriate Measures To Address The Breach, Including Measures To Mitigate Its Adverse Effects. FarEye Shall Also Notify, Without Undue Delay, The Customer And, Where Appropriate And Feasible, The Controller After Having Become Aware Of The Breach.
  4. FarEye Shall Cooperate With And Assist The Customer To Enable The Customer To Comply With Its Obligations Under Regulation (EU) 2016/679, In Particular To Notify Its Controller So That The Latter May In Turn Notify The Competent Supervisory Authority And The Affected Data Subjects, Taking Into Account The Nature Of Processing And The Information Available To FarEye.

8.7 Sensitive Data: Same As Mentioned In Module Two.

8.8 Onward Transfers: Same As Mentioned In Module Two.

8.9 Documentation And Compliance:

  1. FarEye Shall Promptly And Adequately Deal With Enquiries From The Data Exporter Or The Controller That Relate To The Processing Under These Clauses.
  2. In Particular, FarEye Shall Keep Appropriate Documentation On The Processing Activities Carried Out On Behalf Of The Controller.
  3. FarEye Shall Make All Information Necessary To Demonstrate Compliance With The Obligations Set Out In These Clauses Available To The Customer, Which Shall Provide It To The Controller.
  4. FarEye Shall Allow For And Contribute To Audits By The Data Exporter Of The Processing Activities Covered By These Clauses, At Reasonable Intervals Or If There Are Indications Of Non-Compliance.
  5. Where The Audit Is Carried Out On The Instructions Of The Controller, The Customer Shall Make The Results Available To The Controller.
  6. The Customer May Choose To Conduct The Audit By Itself Or Mandate An Independent Auditor.
  7. The Parties Shall Make The Information Referred To In Paragraphs (B) And (C), Including The Results Of Any Audits, Available To The Competent Supervisory Authority On Request.

MODULE 4: Transfer Processor To Controller:

8.1 Instructions

  1. Customer Shall Process The Personal Data Only On Documented Instructions From FarEye Acting As Its Controller.
  2. Customer Shall Immediately Inform FarEye If It Is Unable To Follow Those Instructions, Including If Such Instructions Infringe Regulation (EU) 2016/679 Or Other Union Or Member State Data Protection Law.
  3. FarEye Shall Refrain From Any Action That Would Prevent The Data Exporter From Fulfilling Its Obligations Under Regulation (EU) 2016/679, Including In The Context Of Sub-Processing Or As Regards Cooperation With Competent Supervisory Authorities.
  4. After The End Of The Provision Of The Processing Services, The Customer Shall, At The Choice Of The Data Importer, Delete All Personal Data Processed On Behalf Of The Data Importer/FarEye And Certify To The Data Importer That It Has Done So, Or Return To The Data Importer All Personal Data Processed On Its Behalf And Delete Existing Copies.

8.2 Security Of Processing:

  1. The Parties Shall Implement Appropriate Technical And Organizational Measures To Ensure The Security Of The Data, Including During Transmission, And Protection Against A Breach Of Security Leading To Accidental Or Unlawful Destruction, Loss, Alteration, Unauthorized Disclosure Or Access.
  2. The Shall Assist The Data Importer In Ensuring Appropriate Security Of The Data In Accordance With Paragraph (A). In Case Of A Personal Data Breach Concerning The Personal Data Processed By The Data Exporter Under These Clauses, The Data Exporter Shall Notify The Data Importer Without Undue Delay After Becoming Aware Of It And Assist The Data Importer In Addressing The Breach.
  3. The Data Exporter Shall Ensure That Persons Authorized To Process The Personal Data Have Committed Themselves To Confidentiality Or Are Under An Appropriate Statutory Obligation Of Confidentiality

8.3 Documentation And Compliance:

  1. The Parties Shall Be Able To Demonstrate Compliance With These Clauses.
  2. The Data Exporter Shall Make Available To The Data Importer All Information Necessary To Demonstrate Compliance With Its Obligations Under These Clauses And Allow For And Contribute To Audits. Clause 9

Clause 9

Use of sub-processors

MODULE TWO: Transfer Controller To Processor

  1. OPTION 1: SPECIFIC PRIOR AUTHORISATION FarEye May Sub-Contract Any Of Its Processing Activities Performed On Behalf Of The Data Exporter/Customer Under These Clauses To A Sub-Processor Without The Data Exporter’s Prior Specific Written 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.
    OPTION 2: GENERAL WRITTEN NOTIFICATION FarEye Has The Data Exporter’s General Authorization For The Engagement Of Sub-Processor(S) Provided In Annex III. FarEye Shall Provide Advance Notification To The Data Exporter In Writing Of Any Intended Changes To That List Through The Addition Or Replacement Of Sub-Processors. The Data Importer Shall Provide The Data Exporter With The Information Necessary To Enable The Data Exporter To Exercise Its Right To Object.
  2. Where FarEye 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, Nearby Similar Data Protection Obligations As Those Binding The Data Importer Under These Clauses, Including In Terms Of Third-Party Beneficiary Rights For Data Subjects.
  3. FarEye Shall Provide, At The Customer’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.
  4. FarEye Shall Remain Fully Responsible To The Customer For The Performance Of The Sub-Processor’s Obligations Under Its Contract With FarEye. FarEye Shall Notify The Data Exporter Of Any Failure By The Sub-Processor To Fulfil Its Obligations Under That Contract.
  5. FarEye Shall Agree A Third-Party Beneficiary Clause With The Sub-Processor Whereby – In The Event The Data Importer Has Factually Disappeared, Ceased To Exist In Law Or Has Become Insolvent – The Customer Shall Have The Right To Terminate The Sub-Processor Contract And To Instruct The Sub-Processor To Erase Or Return The Personal Data.

MODULE THREE: Transfer Processor To Processor

  1. OPTION 1: SPECIFIC PRIOR AUTHORISATION FarEye May Sub-Contract Any Of Its Processing Activities Performed On Behalf Of The Data Exporter Under These Clauses To A Sub-Processor Without The Prior Specific Written Authorization Of The Controller. The List Of Sub Processors Already Authorized By The Controller Can Be Found In Annex III. The Parties Shall Keep Annex III Up To Date.
    OPTION 2: GENERAL WRITTEN NOTIFICATION FarEye Has The Controller’s General Authorization For The Engagement Of Sub-Processor(S) From An Agreed List In Annex III. FarEye Shall Provide Advance Notification The Controller In Writing Of Any Intended Changes To That List Through The Addition Or Replacement Of Sub-Processors. FarEye Shall Provide The Controller With The Information Necessary To Enable The Controller To Exercise Its Right To Object. The Data Importer Shall Inform The Data Exporter Of The Engagement Of The Sub-Processor(S).
  2. Where FarEye Engages A Sub-Processor To Carry Out Specific Processing Activities (On Behalf Of The Controller), It Shall Do So By Way Of A Written Contract That Provides For, In Substance, The Nearby Similar Data Protection Obligations As Those Binding The Data Importer Under These Clauses, Including In Terms Of Third-Party Beneficiary Rights For Data Subjects. (9) The Parties Agree That, By Complying With This Clause, FarEye Fulfils Its Obligations Under Clause 8.8. FarEye Shall Ensure That The Sub-Processor Complies With The Obligations To Which The Data Importer Is Subject Pursuant To These Clauses.
  3. FarEye Shall Provide, At The Data Exporters Or Controller’s Request, A Copy Of Such A Sub-Processor Agreement And Any Subsequent Amendments. To The Extent Necessary To Protect Business Secrets Or Other Confidential Information, Including Personal Data, FarEye May Redact The Text Of The Agreement Prior To Sharing A Copy.
  4. FarEye Shall Remain Fully Responsible To The Customer For The Performance Of The Sub-Processor’s Obligations Under Its Contract With FarEye. FarEye Shall Notify The Data Exporter Of Any Failure By The Sub-Processor To Fulfil Its Obligations Under That Contract.
  5. FarEye Shall Agree A Third-Party Beneficiary Clause With The Sub-Processor Whereby – In The Event The Data Importer Has Factually Disappeared, Ceased To Exist In Law Or Has Become Insolvent – The Customer Shall Have The Right To Terminate The Sub-Processor Contract And To Instruct The Sub-Processor To Erase Or Return The Personal Data.

Clause 10

Data subject rights

MODULE TWO: Transfer Controller To Processor

  1. FarEye Shall Promptly Notify The Customer Of Any Request It Has Received From A Data Subject. It Shall Not Respond To That Request Itself Unless It Has Been Authorized To Do So By The Customer.
  2. FarEye Shall Assist The Data Exporter/Customer 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.
  3. In Fulfilling Its Obligations Under Paragraphs (A) And (B), The Data Importer Shall Comply With The Instructions From The Data Exporter/Customer

MODULE THREE: Transfer Processor To Processor

  1. FarEye Shall Promptly Notify The Customer And, Where Appropriate, The Controller Of Any Request It Has Received From A Data Subject, Without Responding To That Request Unless It Has Been Authorized To Do So By The Controller.
  2. FarEye Shall Assist, Where Appropriate In Cooperation With The Customer, The Controller In Fulfilling Its Obligations To Respond To Data Subjects’ Requests For The Exercise Of Their Rights Under Regulation (EU) 2016/679 Or Regulation (EU) 2018/1725, As Applicable. In This Regard, The Parties Shall Set Out In Annex II The Appropriate Technical And 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.
  3. In Fulfilling Its Obligations Under Paragraphs (A) And (B), FarEye Shall Comply With The Instructions From The Controller, As Communicated By The Customer.

MODULE FOUR: Transfer Processor To Controller

The Parties Shall Assist Each Other In Responding To Enquiries And Requests Made By Data Subjects Under The Local Law Applicable To The Data Importer Or, For Data Processing By The Customer In The EU, Under Regulation (EU) 2016/679.

Clause 11

Redress

  1. FarEye 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.
    MODULE TWO: Transfer Controller To Processor
    MODULE THREE: Transfer Processor To Processor
  2. 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.
  3. Where The Data Subject Invokes A Third-Party Beneficiary Right Pursuant To Clause 3, FarEye 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.
  4. 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.
  5. FarEye Shall Abide By A Decision That Is Binding Under The Applicable EU Or Member State Law.
  6. FarEye Agrees That The Choice Made By The Data Subject Will Not Prejudice His/Her Substantive And Procedural Rights To Seek Remedies In Accordance With Applicable Laws.

Clause 12

Liability

MODULE FOUR: Transfer Processor To Controller

  1. 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.
  2. Each Party Shall Be Liable To The Data Subject, And The Data Subject Shall Be Entitled To Receive Compensation, For Any Material Or Non-Material Damages That The Party Causes The Data Subject By Breaching The Third-Party Beneficiary Rights Under These Clauses. This Is Without Prejudice To The Liability Of The Data Exporter/Customer Under Regulation (EU) 2016/679.
  3. 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.
  4. The Parties Agree That If One Party Is Held Liable Under Paragraph (C), It Shall Be Entitled To Claim Back From The Other Party/Ies That Part Of The Compensation Corresponding To Its/Their Responsibility For The Damage.
  5. Data Importer Liability Shall Be Limited To The Amount As Defined In The Agreement.

MODULE TWO: Transfer Controller To Processor

MODULE THREE: Transfer Processor To Processor

  1. 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.
  2. FarEye 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.
  3. Notwithstanding Paragraph (B), The Customer 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 Customer Or FarEye (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.
  4. The Parties Agree That If The Data Exporter Is Held Liable Under Paragraph (C) For Damages Caused By FarEye (Or Its Sub-Processor), It Shall Be Entitled To Claim Back From The Data Importer That Part Of The Compensation Corresponding To FarEye’s Responsibility For The Damage.
  5. 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.
  6. 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.
  7. Data Importer Liability Shall Be Limited To The Amount As Defined In The Agreement.

Clause 13

Supervision MODULE TWO: Transfer Controller to processor

MODULE THREE: Transfer Processor To Processor

  1. [Where The Customer Is Established In An EU Member State:] The Supervisory Authority With Responsibility For Ensuring Compliance By The Customer With Regulation (EU) 2016/679 As Regards The Data Transfer, As Indicated In Annex I.C, Shall Act As Competent Supervisory Authority.
    [Where The Data Exporter Is Not Established In An EU Member State, But Falls Within The Territorial Scope Of Application Of Regulation (EU) 2016/679 In Accordance With Its Article 3(2) And Has Appointed A Representative Pursuant To Article 27(1) Of Regulation (EU) 2016/679:] The Supervisory Authority Of The Member State In Which The Representative Within The Meaning Of Article 27(1) Of Regulation (EU) 2016/679 Is Established, As Indicated In Annex I.C, Shall Act As Competent Supervisory Authority.
    [Where The Data Exporter Is Not Established In An EU Member State, But Falls Within The Territorial Scope Of Application Of Regulation (EU) 2016/679 In Accordance With Its Article 3(2) Without However Having To Appoint A Representative Pursuant To Article 27(2) Of Regulation (EU) 2016/679:] The Supervisory Authority Of One Of The Member States In Which The Data Subjects Whose Personal Data Is Transferred Under These Clauses In Relation To The Offering Of Goods Or Services To Them, Or Whose Behavior Is Monitored, Are Located, As Indicated In Annex I.C, Shall Act As Competent Supervisory Authority.
  2. FarEye 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, FarEye Agrees To Respond To Enquiries, Submit To Audits And Comply With The Measures Adopted By The Supervisory Authority, Including Remedial And Compensatory Measures. It Shall Provide The Supervisory Authority With Written Confirmation That The Necessary Actions Have Been Taken.

Clause 14

Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer Controller To Processor

MODULE THREE: Transfer Processor To Processor

MODULE FOUR: Transfer Processor To Controller (Where The EU Processor Combines The Personal Data Received From The Third Country-Controller With Personal Data Collected By The Processor In The EU)

  1. 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 FarEye, Including Any Requirements To Disclose Personal Data Or Measures Authorizing Access By Public Authorities, Prevent FarEye 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.
  2. The Parties Declare That In Providing The Warranty In Paragraph (A), They Have Taken Due Account In Particular Of The Following Elements:
    1. 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; L 199/52 EN Official Journal Of The European Union 7.6.2021
    2. 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 (12);
    3. 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.
    4. FarEye 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.
    5. The Parties Agree To Document The Assessment Under Paragraph (B) And Make It Available To The Competent Supervisory Authority On Request.
    6. FarEye Agrees To Notify The Customer Promptly If, After Having Agreed To These Clauses And For The Duration Of The Contract, It Has Reason To Believe That It Is Or Has Become Subject To Laws Or Practices Not In Line With The Requirements Under Paragraph (A), Including Following A Change In The Laws Of The Third Country Or A Measure (Such As A Disclosure Request) Indicating An Application Of Such Laws In Practice That Is Not In Line With The Requirements In Paragraph (A). [For Module Three: FarEye Shall Forward The Notification To The Controller.]
    7. Following A Notification Pursuant To Paragraph (E), Or If The Data Exporter Otherwise Has Reason To Believe That FarEye Can No Longer Fulfil Its Obligations Under These Clauses, The Customer 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 [For Module Three: If Appropriate In Consultation With The Controller]. FarEye Shall Suspend The Data Transfer If It Considers That No Appropriate Safeguards For Such Transfer Can Be Ensured, Or If Instructed By [For Module Three: The Controller Or] The Competent Supervisory Authority To Do So. In This Case, The Data Exporter Shall Be Entitled To Terminate The Contract, Insofar As It Concerns The Processing Of Personal Data Under These Clauses. If The Contract Involves More Than Two Parties, The Data Exporter May Exercise This Right To Termination Only With Respect To The Relevant Party, Unless The Parties Have Agreed Otherwise. Where The Contract Is Terminated Pursuant To This Clause, Clause 16(D) And (E) Shall Apply.

Clause 15

Obligations of the Data Importer in case of access by public authorities

MODULE TWO: Transfer Controller To Processor

MODULE THREE: Transfer Processor To Processor

MODULE FOUR: Transfer Processor To Controller (Where The EU Processor Combines The Personal Data Received From The Third Country-Controller With Personal Data Collected By The Processor In The EU)

15.1 Notification

  1. FarEye Agrees To Notify The Customer And, Where Possible, The Data Subject Promptly (If Necessary With The Help Of The Data Exporter) If It: (I) Receives A Legally Binding Request From A Public Authority, Including Judicial Authorities, Under The Laws Of The Country Of Destination For The Disclosure Of Personal Data Transferred Pursuant To These Clauses; Such Notification Shall Include Information About The Personal Data Requested, The Requesting Authority, The Legal Basis For The Request And The Response Provided; Or (Ii) Becomes Aware Of Any Direct Access By Public Authorities To Personal Data Transferred Pursuant To These Clauses In Accordance With The Laws Of The Country Of Destination; Such Notification Shall Include All Information Available To The Importer.
    [For Module Three: The Data Exporter Shall Forward The Notification To The Controller.]
  2. If FarEye Is Prohibited From Notifying The Data Exporter And/Or The Data Subject Under The Laws Of The Country Of Destination, FarEye 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. FarEye Agrees To Document Its Best Efforts In Order To Be Able To Demonstrate Them On Request Of The Customer.
  3. Where Permissible Under The Laws Of The Country Of Destination, FarEye Agrees To Provide The Data Exporter/Customer, At Regular Intervals For The Duration Of The Contract, With As Much Relevant Information As Possible On The Requests Received (In Particular, Number Of Requests, Type Of Data Requested, Requesting Authority/Ies, Whether Requests Have Been Challenged And The Outcome Of Such Challenges, Etc.). [For Module Three: The Data Exporter Shall Forward The Information To The Controller.]
  4. FarEye 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.
  5. 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 Minimization

  1. FarEye 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).
  2. FarEye 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 Customer. It Shall Also Make It Available To The Competent Supervisory Authority On Request. [For Module Three: The Customer Shall Make The Assessment Available To The Controller.]
  3. FarEye 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

  1. FarEye Shall Promptly Inform The Data Exporter If It Is Unable To Comply With These Clauses, For Whatever Reason.
  2. In The Event That FarEye Is In Breach Of These Clauses Or Unable To Comply With These Clauses, The Customer 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).
  3. Customer Shall Be Entitled To Terminate The Contract, Insofar As It Concerns The Processing Of Personal Data Under These Clauses, Where: (I) Customer 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) FarEye Is In Substantial Or Persistent Breach Of These Clauses; Or (Iii) FarEye Fails To Comply With A Binding Decision Of A Competent Court Or Supervisory Authority Regarding Its Obligations Under These Clauses. In These Cases, It Shall Inform The Competent Supervisory Authority [For Module Three: And The Controller] Of Such Noncompliance. 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.
  4. [For Modules One, Two And Three: Personal Data That Has Been Transferred Prior To The Termination Of The Contract Pursuant To Paragraph (C) Shall At The Choice Of The Data Exporter Immediately Be Returned To The Customer Or Deleted In Its Entirety. The Same Shall Apply To Any Copies Of The Data.] [For Module Four: Personal Data Collected By The Data Exporter In The EU That Has Been Transferred Prior To The Termination Of The Contract Pursuant To Paragraph (C) Shall Immediately Be Deleted In Its Entirety, Including Any Copy Thereof.] The Data Importer Shall Certify The Deletion Of The Data To The Data Exporter. Until The Data Is Deleted Or Returned, FarEye 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, FarEye 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.
  5. Either Party May Revoke Its Agreement To Be Bound By These Clauses Where (I) The European Commission Adopts A Decision Pursuant To Article 45(3) Of Regulation (EU) 2016/679 That Covers The Transfer Of Personal Data To Which These Clauses Apply; Or (Ii) Regulation (EU) 2016/679 Becomes Part Of The Legal Framework Of The Country To Which The Personal Data Is Transferred. This Is Without Prejudice To Other Obligations Applying To The Processing In Question Under Regulation (EU) 2016/679.

Clause 17

Governing law

MODULE TWO: Transfer Controller To Processor

MODULE THREE: Transfer Processor To Processor

[OPTION 1: These Clauses Shall Be Governed By The Law Of One Of The EU Member States, Provided Such Law Allows For Third Party Beneficiary Rights. The Parties Agree That This Shall Be The Law Of Germany.

[OPTION 2 (For Modules Two And Three): These Clauses Shall Be Governed By The Law Of The EU Member State In Which The Data Exporter Is Established. Where Such Law Does Not Allow For Third-Party Beneficiary Rights, They Shall Be Governed By The Law Of Another EU Member State That Does Allow For Third-Party Beneficiary Rights. The Parties Agree That This Shall Be The Law Of Germany.

MODULE FOUR: Transfer Processor To Controller These Clauses Shall Be Governed By The Law Of A Country Allowing For Third-Party Beneficiary Rights. The Parties Agree That This Shall Be The Law Of Germany.

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer Controller To Processor

MODULE THREE: Transfer Processor To Processor

  1. Any Dispute Arising From These Clauses Shall Be Resolved By The Courts Of An EU Member State.
  2. The Parties Agree That Those Shall Be The Courts Of Bonn, Germany.
  3. 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.
  4. The Parties Agree To Submit Themselves To The Jurisdiction Of Such Courts. MODULE FOUR: Transfer Processor To Controller Any Dispute Arising From These Clauses Shall Be Resolved By The Courts Of Germany

APPENDIX

EXPLANATORY NOTE: It Must Be Possible To Clearly Distinguish The Information Applicable To Each Transfer Or Category Of Transfers And, In This Regard, To Determine The Respective Role(S) Of The Parties As Data Exporter(S) And/Or Data Importer(S). This Does Not Necessarily Require Completing And Signing Separate Appendices For Each Transfer/Category Of Transfers And/Or Contractual Relationship, Where This Transparency Can Achieved Through One Appendix. However, Where Necessary To Ensure Sufficient Clarity, Separate Appendices Should Be Used.

ANNEX I

A. LIST OF PARTIES

MODULE ONE: Transfer Controller To Controller
MODULE TWO: Transfer Controller To Processor
MODULE THREE: Transfer Processor To Processor
MODULE FOUR: Transfer Processor To Controller Data Exporter(S): [Identity And Contact Details Of The Data Exporter(S) And, Where Applicable, Of Its/Their Data Protection Officer And/Or Representative In The European Union]
1. Customer Details Are Provided In The Agreement (Controller/Data Exporter)
2. FarEye Details Are Provided In The Agreement (Data Importer)
B. DESCRIPTION OF TRANSFER
MODULE ONE: Transfer Controller To Controller
MODULE TWO: Transfer Controller To Processor
MODULE THREE: Transfer Processor To Processor
MODULE FOUR: Transfer Processor To Controller
Categories Of Data Subjects Whose Personal Data Is Transferred
Defined In The Scope Of Work Signed Between Parties
Categories Of Personal Data Transferred
Defined In The Scope Of Work Signed Between Parties
Sensitive Data Transferred (If Applicable) And Applied Restrictions Or Safeguards That Fully Take Into Consideration The Nature Of The Data And The Risks Involved, Such As For Instance Strict Purpose Limitation, Access Restrictions (Including Access Only For Staff Having Followed Specialized Training), Keeping A Record Of Access To The Data, Restrictions For Onward Transfers Or Additional Security Measures
Defined In The Scope Of Work Signed Between Parties The Frequency Of The Transfer (E.G. Whether The Data Is Transferred On A One-Off Or Continuous Basis)...
Defined In The Scope Of Work Signed Between Parties
Nature Of The Processing
Defined In The Scope Of Work Signed Between Parties
Purpose(S) Of The Data Transfer And Further Processing
Defined In The Scope Of Work Signed Between Parties
The Period For Which The Personal Data Will Be Retained, Or, If That Is Not Possible, The Criteria Used To Determine That Period
Defined In The Scope Of Work Signed Between Parties
For Transfers To (Sub-) Processors, Also Specify Subject Matter, Nature And Duration Of The Processing
Defined In The Scope Of Work Signed Between Parties
C. COMPETENT SUPERVISORY AUTHORITY
MODULE ONE: Transfer Controller To Controller
MODULE TWO: Transfer Controller To Processor
MODULE THREE: Transfer Processor To Processor Identify The Competent Supervisory Authority/Ies In Accordance With Clause 13
Defined In The Scope Of Work Signed Between Parties

ANNEX II

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

MODULE ONE: Transfer Controller To Controller
MODULE TWO: Transfer Controller To Processor
MODULE THREE: Transfer Processor To Processor

Details Of The Technical And Organizational Measures Implemented By The Data Importer(S) (Including Any Relevant Certifications) To Ensure An Appropriate Level Of Security, Taking Into Account The Nature, Scope, Context And Purpose Of The Processing, And The Risks For The Rights And Freedoms Of Natural Persons, Can Be Provided On Request Of Data Exporter.

ANNEX III

LIST OF SUB-PROCESSORS
MODULE TWO: Transfer Controller To Processor
MODULE THREE: Transfer Processor To Processor
EXPLANATORY NOTE:
This Annex Must Be Completed For Modules Two And Three, In Case Of The Specific Authorization Of Sub-Processors (Clause 9(A), Option 1).
The Controller Has Authorized The Use Of The Following Sub-Processors:

Following Is The Current List Of Sub-Processors Employed By Us For Providing Services To The Clients: