APPENDIX 2: DATA PROCESSING INSTRUCTIONS REGARDING THE PROCESSING OF CONTROLLER PERSONAL DATA IN CONNECTION WITH THE SERVICE & THE LIST OF SUBPROCESSORS (“PROCESSING INSTRUCTIONS”)

General method and purpose of data collection

In order to provide the Relay Commerce Services and the corresponding features as per the concluded Services Agreement:
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(a) the Controller may input Controller Personal Data directly into the Relay Commerce Services himself;
(b) Controller Personal Data may also be entered into the Relay Commerce Services by partners, affiliates, contractors of the Controller or other persons and entities that are authorised or instructed to do so by the Controller, and;
(c) by end users, consumers or other individuals which interact with the Relay Commerce Services that had been integrated or put into use by the Controller (e.g. integrated with the websites/systems of the Controller, etc.).
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In all of the cases outlined above, the Supplier is therefore instructed by the Controller under this DPA to collect, store and process the entered data, so that the Controller may use the Relay Commerce Services for his own business interests.

General categories of Data Subjects

The categories of Data Subjects whose personal data may be processed under this DPA correspond to the features the Controller elects to use in connection with the Relay Commerce Services and are thereby defined by the individual use-case of the Controller as follows:

-   Controller's End Users (i.e. employees, consumers, website visitors well as other individuals who freely (or in the course of a business or other relationship) offer their personal data to the Controller or his Affiliates/partners); 
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-   other Data Subjects (i.e. when the Controller or his Affiliates/partners enter and use data of any other Controller Personal Data into the Relay Commerce Services);

whereby the Controller expressly warrants to the Supplier, that he has satisfied the requirements regarding lawfulness of processing based on Article 6 of the GDPR or any other Data Protection Law requirement that might be binding in relation to Controller Personal Data prior to collecting/transferring/and otherwise processing such data in any way in connection with the Relay Commerce Services.
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Personal Data types and the subject-matter, nature and purpose of processing and List of Subprocessors

Subject to the Controller's use of the Relay Commerce Services, the following processing of Controller Personal Data is instructed by the Controller to be carried out by the Supplier or his Affiliates/Subprocessors in order to provide each feature of the Relay Commerce Services:

Retention Schedule

The Supplier will store the Controller Personal Data for as long as it is necessary to fulfil the above stated purposes for processing and shall delete and procure the deletion of all copies of stored Controller Personal Data within 30 (thirty) business days (or 90 (ninety) days where the data is shared with AWS or Sentry - see above) of the date of termination of the Services Agreement (i.e. termination by either the Controller or the Provider under the applicable clauses of the Services Agreement such as product/widget uninstall, as the case may be) or the date of the user account deletion (whatever comes first, whereby termination of the Services Agreement also means that the user account of the Controller and all corresponding Controller Personal Data shall be deleted in 30 days or 90 days where the data is shared with AWS or Sentry - see above).

Individual data deletion takes place instantly after initiation by the Controller via the relevant User dashboard/dedicated feature or by contacting the Supplier directly. 

APPENDIX 3: STANDARD CONTRACTUAL CLAUSES

SECTION I

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

(b) The Parties:
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    (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter 'entity/ies') transferring the personal data, as listed in Annex I.A (hereinafter each 'data exporter'), and
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    (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each 'data importer')
have agreed to these standard contractual clauses (hereinafter: 'Clauses').
(c) These Clauses apply with respect to the transfer of personal data as specified in Processing Instructions.
(d) The Processing Instructions and Security Requirements form an integral part of these Clauses.

Clause 2 - Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 - Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
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(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1 (b), 8.9(a), (c)-(e); 
(iii) Clause 9(a), (c)-(e);
(iv) Clause 12(a), (d), and (f)
(v) Clause 13
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18.

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

Clause 4 - Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

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

Clause 5 - Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 - Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 - Intentionally left blank‍

SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8 - Data protection safeguards
‍The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data importer acting as its controller.

(b) The data importer shall immediately inform the data exporter 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.

8.2 Purpose limitation

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

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
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8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

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

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

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

Clause 9 - Use of sub-processors
(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least four weeks in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
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Clause 10 - Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

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

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
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Clause 11 - Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

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

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

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

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

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

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

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

Clause 12 - Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

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

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
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(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

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

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

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

Clause 13 - Supervision
(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in the Processing Instructions shall act as competent supervisory authority.

Where the data exporter is not established in an EU/EEA 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 the Processing Instructions, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in the Processing Instructions, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14 - Local laws and practices affecting compliance with the Clauses
‍The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.


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

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

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

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

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

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

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

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

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

³As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.lause, Clause 16(d) and (e) shall apply.

Clause 15 - Obligations of the data importer in case of access by public authorities
‍15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
   (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
   (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
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(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

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

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

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

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

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

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

SECTION IV – FINAL PROVISIONS
Clause 16 - Non-compliance with the Clauses and termination
‍(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

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

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

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

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

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

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

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

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
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Clause 17 - Governing law
‍These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such laws do 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 Laws of the Netherlands.
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Clause 18 - Choice of forum and jurisdiction
‍Any dispute arising from these Clauses shall be resolved by the courts of the jurisdiction of the applicable Controller entity.

APPENDIX 4: UNITED KINGDOM INTERNATIONAL DATA TRANSFER ADDENDUM TO THE EU COMMISSION STANDARD CONTRACTUAL CLAUSES

VERSION B1.0, in force 21 March 2022
This Addendum has been issued by the UK Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

APPENDIX  5: UNITED STATES PROCESSING CLAUSES

‍This Appendix 5 of the DPA shall apply to the extent Supplier processes personal data that relates to an identified or identifiable household or individual in the United States, where such personal data is provided by or on behalf of the Data Controller to Supplier in connection with Supplier’s performance of the Services pursuant to the Agreement (“US Personal Data”).

To the extent Supplier processes US Personal Data as a Data Processor or “service provider” under applicable Data Protection Laws, Supplier agrees to process such US Personal Data subject to the General Processing Conditions set forth in Appendix 2 of this DPA and the following provisions:

1. Supplier acknowledges that the Controller is disclosing to Supplier, or authorising Supplier to collect on the Data Controller’s behalf or otherwise making available, US Personal Data only for the limited and specified purposes set out in the Processing Instructions set forth in Appendix 2 of this DPA, or as otherwise specified under the Agreement and any applicable Statement of Work (collectively, the “Instructions”)

2. Supplier shall: (1) process US Personal Data only as set forth in the Instructions; and (2) process US Personal Data at all times in compliance with Data Protection Laws, including by providing no less than the level of privacy protection as required by Data Protection Laws.

3. Supplier shall not: (1) retain, use, disclose, or otherwise process US Personal Data except as necessary for the business purposes specified in the Instructions; (2) “Sell” or “Share” US Personal Data as those terms are defined under Data Protection Laws; (3) retain, use, disclose, or otherwise process US Personal Data in any manner outside of the direct business relationship between the Data Controller and Supplier; or (4) combine any US Personal Data with any personal data that Supplier receives from or on behalf of any other third party or collects from Supplier’s own interactions with Data Subjects, provided that Supplier may so combine US Personal Data with other personal data for a purpose permitted under Data Protection Laws if directed to do so by the Data Controller or as otherwise expressly permitted by Data Protection Laws.

4. The Data Controller may, upon providing reasonable notice to Supplier, take all reasonable and appropriate steps to prevent, stop, or remediate any unauthorized processing of US Personal Data.

5. Supplier agrees to promptly notify the Data Controller if it can no longer comply with Data Protection Laws applicable to US Personal Data, no later than three business days after it makes a determination that it can no longer meet its obligations.

6. For purposes of this Appendix 5 of the DPA, “Deidentified Data” means data originally created from US Personal Data that has been deidentified or anonymized such that it cannot reasonably be used to infer information about, or otherwise be linked to, a Data Subject and where such data is processed only in accordance with this Clause 6 of Appendix 5 of the DPA. To the extent the Data Controller discloses or otherwise makes available Deidentified Data to Supplier, or to the extent Supplier creates Deidentified Data from US Personal Data, Supplier shall (1) adopt reasonable measures to prevent such Deidentified Data from being used to infer information about, or otherwise being linked to, a particular natural person or household; (2) publicly commit to maintain and use such Deidentified Data in a deidentified form and to not attempt to re-identify the Deidentified Data, except that Supplier may attempt to re-identify the data solely for the purpose of determining whether Supplier’s deidentification processes are compliant with Data Protection Laws; and (3) before sharing Deidentified Data with any other party, including Subprocessors, contractors, or any other persons (“Recipients”), contractually obligate any such Recipients to comply with all requirements of this Clause 6 of Appendix 5 of the DPA (including imposing this requirement on any further Recipients).

APPENDIX 6: SECURITY REQUIREMENTS 

The controller accepts the following Security Requirements as adequate and sufficient at the time of the conclusion of this Agreement. The Supplier shall now offer a lower level of Security Requirements than that listed at the time of the conclusion of this Agreement.
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The Security Requirements describe the baseline technical and organisational measures that the Supplier will maintain through its systems and the Relay Commerce Services and that the Supplier will operate to ensure confidentiality, integrity and availability of any data (including but not limited to personal data) created, collected, transferred or otherwise processed and provide the Services to Controller, in a manner that the data and the Services are sufficiently protected at all times (such as where appropriate, encryption, pseudonymization and anonymization). 

Security Requirements that have been integrated for a specific Relay Commerce Service:
Flockler - https://flockler.com/technical-and-organisational-measures

SmartrMail - Secured networks; Strong passwords; Limited access to personal data by data importer’s staff; Information security audits; and Anonymisation of personal data (when possible).

List of Security Requirements that are implemented and maintained by the Supplier across its organisations and systems (whereby, in the case of overlap or ambiguity the above listed integrated requirements shall be deemed as specific and applicable for each Service):

APPENDIX 7: USE OF PERSONAL DATA IN AI SYSTEMS

‍This Appendix 6 of the DPA shall apply to the extent the Supplier processes personal data that is or may be used in AI Systems. It applies if the AI System is used on a stand-alone basis or as a component of a Service. This Appendix 6 applies irrespective of whether the AI System is itself the Service provided by the Supplier or is merely a functionality of the Services provided by the Supplier to the Data Controller. This Appendix 6 shall not limit any of the Supplier’s obligations set out in the Controller Processing Requirements. 

DEFINITIONS

For the purposes of this Appendix 6 and unless otherwise indicated in the Controller Processing Requirements, the following terms shall have the following meaning:

1.1  AI Laws means any applicable law, regulation, directive or binding court order applicable to the provision of any part of the Services which involves the development, deployment, publication, use, maintenance, support and/or improvement of an AI System in any relevant jurisdiction as amended from time to time. 

1.2. AI System  means (a) any machine-based system or model that is designed to operate with varying levels of autonomy and that can, for explicit or implicit objectives, generate Outputs that influence physical or virtual environments (including any artificial intelligence model that is trained on broad data at scale, is designed for generality of Output, and can be adapted to a wide range of distinctive tasks); or (b) any technology, system or tool enabled by a machine-based system or model of the type referred to in  (a) above, as the case may be.

1.3 Adverse Impact means the negative effect an unfair and/or biased output may have on a Data Subject. 

1.4 Malfunctions means, without limitation, biases, discrimination, inconsistencies. 

1.5 Output means, without limitation, any predictions, recommendations, decisions or classifications as the case may be.

GENERAL CONDITIONS

‍2.1 The Supplier shall only use Personal Data for the AI System if and to the extent it is strictly necessary for the provision of the Service, and only for the purposes for which the Data Controller has given prior written approval. The Data Controller's prior written approval for the use of Personal Data in the AI System is not approval or authorization for using Personal Data in training the AI System or any AI system.  Use of Personal Data for training an AI System or any AI system requires the Data Controller's prior written approval.

2.2. Where the Supplier processes Personal Data in accordance with Clause 2.1., the Supplier warrants to the Data Controller that it will:

(a) comply with all the applicable Data Protection Laws and all applicable AI Laws;

(b) treat all Personal Data generated as part of the Output as the Controller Personal Data, which shall be subject to all the provisions of the Controller Data Processing Requirements;

(c) only process the minimum amount of Personal Data required to provide the Services to the Data Controller;inform the Data Controller about any foreseeable adverse impact the AI System may have on the Data Subject as per Clause 2.4t; 

(d) inform the Data Controller about any foreseeable adverse impact the AI System may have on the Data Subject as per Clause 2.4t;

(e) implement all necessary Technical and Organisational measures as set out in the Security Requirements to ensure an appropriate level of accuracy, transparency, fairness, robustness and cybersecurity, and the security and confidentiality of personal data, including but not limited to using privacy by design and default measures (as defined in the applicable Data Protection Laws) and other privacy-enhancing techniques, including but not limited to technical limitations on using and re-using the Personal Data, and using pseudonymisation and encryption techniques where possible;

(f) design and develop the AI System in a manner that, where relevant, it can be effectively overseen by a natural person and/or endowed with technical capabilities to allow for continuous monitoring by the Data Controller during the period in which the AI System is in use to avoid any potential biases (including unintentional or hidden), and the risk of discrimination or other adverse impacts on the Data Subjects by virtue of the processing of Personal Data;

(g) design the AI System in a manner that it respects Data Subject rights under the applicable Data Protections Laws;

(h) regularly train, test and audit the AI System in view of possible Malfunctions. The Supplier shall ensure that appropriate mitigation measures are implemented to sufficiently address any Malfunction. In the event the Supplier has identified a Malfunction, it shall promptly notify the Data Controller and provide a detailed explanation of the Malfunction, including the effect and consequences for the Data Controller, Data Subjects and Personal Data concerned, and the mitigating measures that have been or will be taken to appropriately address the Malfunction. It is the Supplier's responsibility to address and correct any Malfunction at its own cost and expense.

2.3. If Supplier requests the Data Controller to authorise the use of Personal Data for training and testing the AI System, Supplier will provide Data Controller with (a) appropriate documentation that sets out, at a minimum, the purposes of the use of Personal Data for the training and testing of the AI systems (b) a detailed explanation as to why these purposes cannot be achieved by using anonymous data or pseudonymous data and, the minimum Personal Data or pseudonymised data required, the storage and segregation of the Personal Data or pseudonymised data (c) the retention period of the Personal Data or pseudonymised data used (d) the technical measures taken to ensure the security and confidentiality of the Personal Data and to ensure the Data Subject rights under applicable Data Protection Law are respected, and (e)  any other information that allows Data Controller to make an informed decision and to comply with its obligations under the applicable Data Protection Laws.

2.4. In the course of providing the Services to the Data Controller, the Supplier shall without undue delay notify the Data Controller if the AI system materially adversely impacts the Data Subjects in an unforeseen manner and shall 1) identify all the known and foreseeable risks associated with such impact and take all the appropriate steps and measures to cure, prevent or substantially minimise those risks 2) keep the Data Controller updated on the mitigation steps to be taken and their expected completion date; and 3) suspend the uses of the AI System or the specific function of the impacted AI Systems until those risks are cured, unless otherwise agreed in written with the Data Controller.