Data Processing Agreement

Preamble

This Data Processing Agreement ("DPA") is entered into between the data exporter (the "Controller") and VKRA, a company with its registered office at 922 Redbird Lane ("VKRA" or the "Processor"), and forms part of the agreement between the parties for the provision of services (the "Main Agreement").

This DPA incorporates the Standard Contractual Clauses (the "Clauses") issued by the European Commission pursuant to Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.

This DPA includes two modules:

• Module 2: Controller-to-Processor - Applies to the transfer of personal data from the Controller (Data Exporter) to VKRA (Data Importer/Processor).
• Module 3: Processor-to-Processor - Applies to transfers of personal data from VKRA (as a Processor) to sub-processors located outside the EU/EEA or otherwise not subject to the GDPR, ensuring appropriate safeguards for international transfers to sub-processors.

Clause 1: Purpose and Scope

1. The purpose of these Clauses is to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and, with regard to data transfers from controllers to processors and/or processors to processors, to provide appropriate safeguards within the meaning of Article 46 of Regulation (EU) 2016/679 for such transfers.
2. The Parties:
   • Data Exporter (Controller): [Name of the data exporter], established at [Address], [Country] ("Data Exporter")
   • Data Importer (Processor): VKRA, established at 922 Redbird Lane, [City, State, Country] ("Data Importer")
3. These Clauses apply with respect to the processing of personal data as specified in Annex I.B.
4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2: Effect and Invariability of the Clauses

1. 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.
2. These Clauses are without prejudice to obligations to which the Data Exporter is subject by virtue of Regulation (EU) 2016/679.
3. These Clauses shall not be modified except as permitted herein. This does not prevent the Parties from adding additional clauses on business related issues where required as long as they do not contradict the Clauses.

Clause 3: Third-Party Beneficiaries

1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the Data Exporter and/or Data Importer, with the following exceptions:
   • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
   • Clause 8.1(b), 8.9(a), (c), (d) and (e);
   • Clause 9(a), (c), (d) and (e);
   • Clause 12(a), (d) and (f);
   • Clause 13;
   • Clause 15.1(c), (d) and (e);
   • Clause 16(e);
   • Clause 18(a) and (b).
2. Paragraph (a) is without prejudice to rights of data subjects 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

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.

The Parties agree that Annex I.B may contain confidential business information that they may replace with a summary or a generic description if the former is included in the agreement covering the transfer. However, the Parties agree that such summary or generic description shall contain sufficient information to allow data subjects to exercise their rights effectively.

Clause 7: Docking Clause

1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a Data Exporter or as a Data Importer, by completing the Appendix and signing Annex I.A.
2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a Data Exporter or Data Importer in accordance with its designation in Annex I.A.
3. The acceding entity shall have no rights or obligations under these Clauses from the period prior to becoming a Party.

Clause 8: Data Protection Safeguards

The Data Importer warrants and undertakes that:

8.1 Instructions

It shall process the personal data only on documented instructions from the Data Exporter, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which the Data Importer is subject. In this case, the Data Importer shall inform the Data Exporter of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. In addition, the Data Importer may process the personal data where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings.

8.2 Purpose Limitation

It 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 provisions.

8.3 Security of Processing

It shall implement and maintain technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data. The measures are described in Annex II.

8.4 Confidentiality

It shall ensure that any person acting under its authority, who has access to personal data, shall only process the data in accordance with the Data Exporter's instructions, unless required to do so by Union or Member State law.

8.5 Docs and Compliance

It shall make available to the Data Exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and shall allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance.

8.6 Return or Deletion

At 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.

8.7 Data Breach Notification

The Data Importer shall notify the Data Exporter without undue delay after becoming aware of a personal data breach affecting personal data processed under these Clauses. 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 measures to mitigate its possible adverse effects.

Clause 9: Use of Sub-Processors

1. General written authorisation: The Data Importer has the Data Exporter's general authorisation for the engagement of sub-processors 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 30 days 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 the right to object.
2. 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 Data Importer shall ensure that the sub-processor complies with the obligations to which the Data Importer is subject pursuant to these Clauses.
3. 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.
4. 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.

Clause 10: Data Subject Rights

1. 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.
2. 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.
3. In fulfilling its obligations under paragraphs (a) and (b), the Data Importer shall comply with the instructions from the Data Exporter.

Clause 11: Redress

1. 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.
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, the Data Importer shall accept the decision of the data subject to:
   • 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;
   • 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, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
5. The Data Importer shall abide by a decision that is binding under the applicable EU or Member State law.
6. The Data Importer agrees that it will provide compensation to any data subject who has suffered material or non-material damage as a result of its violation of these Clauses.
7. The Data Importer shall not process the personal data in a way that would prevent the data subject from exercising his/her rights and shall assist the Data Exporter in fulfilling its obligations to respond to requests for exercising the data subject's rights set out in Chapter III of Regulation (EU) 2016/679.

Clause 12: Liability

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. The Data Importer shall be liable to the Data Exporter for any damages it causes the Data Exporter by any breach of these Clauses. This includes damages caused by the Data Importer's sub-processors.
3. The Data Exporter shall be liable to the Data Importer for any damages it causes the Data Importer by any breach of these Clauses. This includes damages caused by the Data Exporter's instructions that infringe these Clauses or Regulation (EU) 2016/679.
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. The Data Importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13: Supervision

1. The supervisory authority with responsibility for ensuring compliance by the Data Exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
2. 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.

Clause 14: Local Laws and Practices Affecting Compliance with the Clauses

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 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.
2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
   • 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 personal data; the economic sector in which the transfer occurs; and the storage location of the data transferred;
   • 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;
   • 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.
3. 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.
4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
5. The Data Importer agrees to notify the Data Exporter promptly if, after having agreed to these Clauses and throughout 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).
6. 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, if appropriate in consultation with the supervisory authority. 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 the processing of personal data, the Data Exporter may not terminate the entire contract but only the part of the contract that concerns the processing of personal data, unless the contract cannot be reasonably severed.

Clause 15: Obligations in Case of Access by Public Authorities

15.1 Notification

1. 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:
   • 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
   • 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 Data Importer.
2. 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.
3. 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 it has received from public authorities in the country of destination for the disclosure of personal data transferred pursuant to these Clauses.
4. 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.
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 Minimisation

1. 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).
2. 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 docs available to the Data Exporter. It shall also make it available to the competent supervisory authority on request.
3. The Data Importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

Clause 16: Non-Compliance with the Clauses and Termination

1. The Data Importer shall promptly inform the Data Exporter if it is unable to comply with these Clauses, for whatever reason.
2. 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).
3. The Data Exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
   • the Data Importer is in breach of these Clauses;
   • the Data Importer is unable to comply with these Clauses;
   • 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;
   • the Data Importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses;
   • a competent supervisory authority requires the Data Exporter to suspend the transfer of personal data to the Data Importer pursuant to Article 58(2)(j) of Regulation (EU) 2016/679; or
   • the Data Importer is in breach of its warranty under Clause 14(a), and the Data Exporter has complied with its obligations under Clause 14(f).
4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the Data Exporter immediately be returned to the Data Exporter or deleted in its entirety. The same shall apply to any copies of the data. The Data Importer shall certify the deletion of the data to the Data Exporter, unless the Data Importer is prevented by the laws of the country of destination from deleting or returning all or part of the personal data, in which case the data shall be kept confidential and shall not be actively processed for any other purpose than storage, until deletion or return is possible.
5. The Data Importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 17: Governing Law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of [Member State where the Data Exporter is established].

Clause 18: Choice of Forum and Jurisdiction

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 [Member State where the Data Exporter is established].
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 3: Processor-to-Processor Clauses

The following clauses apply specifically to transfers of personal data from VKRA (as a Processor) to sub-processors located outside the EU/EEA or otherwise not subject to the GDPR. These clauses ensure appropriate safeguards for international transfers to sub-processors.

Clause 8.5: Processor-to-Processor Obligations

Where the Data Importer (VKRA) engages a sub-processor to carry out specific processing activities on behalf of the Data Exporter, the Data Importer shall ensure that the sub-processor provides the same level of data protection as that guaranteed by these Clauses.

The Data Importer shall ensure that the sub-processor is bound by written contract that provides for:

1. Processing of personal data only on documented instructions from the Data Importer, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which the sub-processor is subject. In this case, the sub-processor shall inform the Data Importer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
2. Implementation and maintenance of technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data.
3. Ensuring that any person acting under the authority of the sub-processor who has access to personal data shall only process the data in accordance with the Data Importer's instructions, unless required to do so by Union or Member State law.
4. Making available to the Data Importer all information necessary to demonstrate compliance with the obligations set out in these Clauses and allowing for and contributing to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance.
5. At the end of the provision of the processing services, at the choice of the Data Importer, deleting all personal data processed on behalf of the Data Importer and certifying to the Data Importer that it has done so, or returning to the Data Importer all personal data processed on its behalf and deleting existing copies.
6. Notifying the Data Importer without undue delay after becoming aware of a personal data breach affecting personal data processed under these Clauses.

Clause 9.1: Sub-Processor Authorisation and Notification

The Data Importer (VKRA) has the Data Exporter's general authorisation for the engagement of sub-processors 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 30 days 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).

Where the Data Importer engages a sub-processor located outside the EU/EEA or otherwise not subject to the GDPR 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 Data Importer shall ensure that the sub-processor complies with the obligations to which the Data Importer is subject pursuant to these Clauses.

Clause 9.2: Sub-Processor Liability

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.

The Data Importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 9.3: Third-Party Beneficiary Rights for Sub-Processors

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.

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the sub-processor, with the same exceptions as set out in Clause 3.

Clause 10.2: Sub-Processor Assistance with Data Subject Rights

Where a sub-processor is engaged, the sub-processor shall assist the Data Importer in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. The sub-processor shall promptly notify the Data Importer 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 Importer.

Clause 11.1: Sub-Processor Redress

The sub-processor 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.

In case of a dispute between a data subject and the sub-processor as regards compliance with these Clauses, the sub-processor shall use its best efforts to resolve the issue amicably in a timely fashion. The sub-processor shall keep the Data Importer informed about such disputes and, where appropriate, cooperate in resolving them.

Clause 12.2: Sub-Processor Liability

The sub-processor shall be liable to the Data Importer for any damages it causes the Data Importer by any breach of these Clauses.

The Data Importer shall be liable to the Data Exporter for any damages caused by the sub-processor's breach of these Clauses. This includes damages caused by the sub-processor's failure to comply with its obligations under the contract with the Data Importer.

Clause 13.2: Sub-Processor Supervision

The sub-processor 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 sub-processor 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 14.5: Sub-Processor Local Law Compliance

The sub-processor agrees to notify the Data Importer promptly if, after having agreed to these Clauses and throughout 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 Clause 14(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 Clause 14(a).

Clause 15.1: Sub-Processor Public Authority Access

The sub-processor agrees to notify the Data Importer and, where possible, the data subject promptly (if necessary, with the help of the Data Importer) if it:

• 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
• 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 sub-processor.

Clause 16.1: Sub-Processor Non-Compliance

The sub-processor shall promptly inform the Data Importer if it is unable to comply with these Clauses, for whatever reason.

In the event that the sub-processor is in breach of these Clauses or unable to comply with these Clauses, the Data Importer shall suspend the transfer of personal data to the sub-processor until compliance is again ensured or the contract is terminated.

The Data Importer shall be entitled to terminate the contract with the sub-processor, insofar as it concerns the processing of personal data under these Clauses, where the sub-processor is in breach of these Clauses or unable to comply with these Clauses.

Clause 17: Governing Law (Sub-Processors)

Contracts between the Data Importer and sub-processors shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Member State where the Data Exporter is established.

Clause 18: Choice of Forum and Jurisdiction (Sub-Processors)

Any dispute arising from these Clauses between the Data Importer and a sub-processor shall be resolved by the courts of an EU Member State. The Parties agree that those shall be the courts of the Member State where the Data Exporter is established.

A data subject may also bring legal proceedings against the sub-processor before the courts of the Member State in which he/she has his/her habitual residence.

Annex I: List of Parties

A. List of Parties

B. Description of Transfer

C. Competent Supervisory Authority

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

[To be specified by the Data Exporter - the supervisory authority of the Member State in which the Data Exporter is established]

Annex II: Technical and Organisational Measures

Description of the technical and organisational measures implemented by the Data Importer (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.

Measures of pseudonymisation and encryption of personal data

• Encryption of personal data in transit using TLS 1.2 or higher
• Encryption of personal data at rest using industry-standard encryption algorithms
• Pseudonymisation of personal data where appropriate and feasible

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

• Regular security assessments and penetration testing
• Access controls and authentication mechanisms
• Network security measures including firewalls and intrusion detection systems
• Regular backups and disaster recovery procedures
• Monitoring and logging of system access and activities

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

• Automated backup systems with regular testing
• Disaster recovery plans and procedures
• Redundant systems and infrastructure
• Regular testing of backup and recovery procedures

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures

• Regular security audits and assessments
• Vulnerability scanning and remediation
• Security awareness training for personnel
• Incident response procedures and regular testing

Measures for user identification and authorisation

• Multi-factor authentication for administrative access
• Role-based access controls
• Regular review and revocation of access rights
• Unique user identification and authentication

Measures for the protection of data during transmission

• Encryption of data in transit using TLS 1.2 or higher
• Secure communication protocols
• Network segmentation and isolation

Measures for the protection of data during storage

• Encryption of data at rest
• Secure storage infrastructure
• Access controls and monitoring
• Regular security updates and patches

Measures for ensuring events logging

• Comprehensive logging of system events and access
• Log retention policies
• Log analysis and monitoring
• Secure storage of logs

Measures for ensuring system configuration, including default configuration

• Secure default configurations
• Configuration management and version control
• Regular review and hardening of system configurations
• Docs of system configurations

Measures for internal IT and IT security governance and management

• Information security policies and procedures
• Regular security training and awareness programs
• Incident response and management procedures
• Regular security assessments and audits

Measures for certification/assurance of processes and products

• Compliance with industry standards and best practices
• Regular third-party security assessments where applicable

Measures for ensuring data minimisation

• Collection and processing of only necessary personal data
• Regular review of data collection and retention practices
• Data retention and deletion policies

Measures for ensuring data quality

• Data validation and quality checks
• Regular review and correction of data
• Data accuracy and completeness measures

Measures for ensuring limited data storage

• Data retention policies and procedures
• Automatic deletion of data after retention period
• Regular review of stored data

Measures for ensuring accountability

• Docs of data processing activities
• Regular audits and assessments
• Appointment of data protection officer or responsible person where required
• Maintenance of records of processing activities

Measures for allowing data portability and ensuring erasure

• Procedures for data export and portability
• Procedures for data deletion and erasure
• Verification of data deletion
• Support for data subject rights requests

Annex III: List of Sub-Processors

The Data Importer has the Data Exporter's general authorisation to engage the following sub-processors:

Note: Sub-processors located outside the EU/EEA or otherwise not subject to the GDPR will be subject to Module 3 (Processor-to-Processor) clauses as set forth above, ensuring appropriate safeguards for international transfers.

[To be updated as sub-processors are engaged. The Data Importer will notify the Data Exporter of any changes in accordance with Clause 9.1.]

Current Sub-Processors:

[List of sub-processors to be maintained and updated by VKRA, including their location and whether they are subject to Module 3 clauses]