DATA PROTECTION ADDENDUM TO THE ACCREDIBLE CERTIFICATE CLOUD SERVICES ORDERING DOCUMENT REGARDING THE THE PROCESSING OF PERSONAL DATA FOR CUSTOMERS WITH RECIPIENTS LOCATED IN THE DESIGNATED COUNTRIES
(hereinafter referred to as “Accredible DPA”)
by and between
EdInvent, Inc., D.B.A. Accredible; Accredible, 800 West El Camino Real, Suite 180, Mountain View, CA 94040 United States “Accredible” and the Accredible customer that is a party to the Ordering Document “Customer”. Accredible and Customer hereinafter are referred to as “Parties” and each as “Party”.
PREAMBLE
Accredible provides cloud-based certificate services to Customer ("Services") as agreed between the Parties in the Accredible Certificate Cloud Services Order Form or other applicable ordering document between Customer and Accredible ("Ordering Document"). This Accredible DPA forms part of and is incorporated into the Ordering Document without requiring separate execution by the Parties. The Ordering Document, this Accredible DPA, and any other documents incorporated therein collectively constitute the Certificate Cloud Services Agreement (the “Agreement”).
This Accredible DPA governs the processing of Personal Data by Accredible on behalf of and under the Instruction of Customer in connection with the Services, including where Recipients are located in Designated Countries. This Accredible DPA applies solely to Accredible’s role as a data processor acting on Customer’s behalf pursuant to the Ordering Document and does not extend to any Recipient or learner products and/or services, features, or processing activities in which Accredible acts as an independent data controller, which are governed by separate terms.
1. DEFINITIONS
In this Accredible DPA, the following definitions shall apply:
–“Applicable Law” means all laws, rules and regulations relating to the processing, protection, or privacy of the personal data (as defined below) applicable to either Party’s performance under this Accredible DPA.
–"Controller" shall mean the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data of individuals located in the Designated Countries;
–“Data Subject” means the individual to whom the Personal Data relates.
-“Designated Countries” means the European Union (EU), European Economic Area (EEA), and Switzerland.
–“EEA" means the member states of the European Union, Iceland, Liechtenstein, and Norway and, for the purposes of this Accredible DPA, the United Kingdom and Switzerland.
–"GDPR” means, as applicable, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data repealing Directive 95/46/EC, all national implementing laws validly amending the applicable rules for the Processing of Personal Data under the GDPR, and/or all other applicable data protection laws of the EEA and UK Data Protection Law.
–“Instructions” means any documented instructions set forth in the Ordering Document or otherwise provided by Customer to Accredible in accordance with the standard functionality of the Services that are consistent with the obligations set forth in the Ordering Document and/or this Accredible DPA, directing Accredible to perform specific actions with regard to Personal Data, including, without limitation, the rectification, erasure or restriction of Processing of Personal Data. Instructions shall initially be specified in the Ordering Document and may, from time to time thereafter, be amended, supplemented or replaced by the Parties by separate written or electronic instructions, provided that such Instructions remain within the scope of the Services. Instructions issued for the purpose of complying with Customer’s statutory obligations under the GDPR, such as rectification, erasure, restriction or portability of Personal Data, fall within the scope of the Services.
–“Personal Data” means any data that is “personal information,” “personal data,” “personally identifiable information,” “nonpublic personal data,” or similar terms as defined by and regulated by Applicable Law, including Customer Data where such data qualifies under Applicable Law.
–“Process” or “Processing” means any operation or set of operations performed by or on behalf of Accredible in connection with the Services that involves Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
–"Processor" shall mean an entity which Processes Personal Data on behalf of the Controller.
–“Recipient” means a uniquely identified individual, entity, or account to whom a credential is issued by or on behalf of Customer through the Services, and that is distinguished within the Services by a unique identifier, such as an email address.
–"Subprocessor" shall mean any Accredible Affiliate and any sub-contractor engaged in the Processing of Customer Personal Data in connection with the Services.
–“Security Incident” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in Accredible’s possession or control.
2. ACCREDIBLE DPA SCOPE
2.1 This Accredible DPA is an integral part of the Ordering Document and applies with respect to any Processing of Personal Data by Accredible on behalf of Customer or Customer’s affiliates that are beneficiaries under the Ordering Document or any purchase order based thereon (each, an "Affiliate"), as the Ordering Document may be amended from time to time by written agreement between the Parties.
2.2 Notwithstanding anything to the contrary, this Accredible DPA applies only to the extent that Accredible Processes Personal Data on behalf of Customer in connection with the Services where such Processing relates to Recipients or other data subjects located in the Designated Countries, as set forth herein.
2.3 For purposes of and to the extent applicable under this Accredible DPA, the Parties agree that Customer and, as applicable, its Affiliates, act as the Controller of Personal Data and Accredible acts as the Processor of such Personal Data. Where Customer or an Affiliate acts as the Processor of Personal Data, Accredible shall act as the Subprocessor. In such cases, the Parties agree that any international transfer mechanisms, including the Standard Contractual Clauses, shall apply solely as set forth in Exhibit 3 and only to the extent applicable to the respective roles of the Parties as identified therein. Nothing in this Accredible DPA shall be construed to modify or extend the Parties’ roles or obligations beyond those expressly contemplated by the applicable Standard Contractual Clauses.
3. SUBJECT MATTER, DURATION, NATURE AND PURPOSE, AND SPECIFICATION OF PROCESSING OPERATIONS
3.1 Subject Matter and Purpose. Accredible Processes Personal Data on behalf of Customer solely for the purpose of providing the Services pursuant to the Ordering Document and in accordance with Customer’s documented Instructions.
3.2 Nature of Processing and Categories. The nature of the Processing includes the collection, recording, structuring, storage, use, disclosure, and deletion of Personal Data as necessary to provide the Services. The categories of Data Subjects and types of Personal Data Processed are determined and controlled by Customer and are further described in Exhibit 2 herein.
3.3 Duration of Processing. Accredible shall Process Personal Data for the duration of the Term, as set forth in Section 9. Following expiration or termination of the Agreement, Accredible may continue to Process Personal Data where and to the extent such Processing is expressly instructed, configured, or permitted by Customer through the Services, including to continue hosting, displaying, and making available issued credentials until their applicable expiration, revocation, or removal. In addition, Accredible may continue to Process Personal Data following expiration or termination of the Agreement solely as necessary to (i) return or delete Personal Data in accordance with Customer’s instructions and this Accredible DPA, (ii) comply with Applicable Law, and (iii) retain Personal Data in archived or backup systems pursuant to Accredible’s standard retention and deletion practices, subject in all cases to appropriate technical and organizational safeguards.
4. ACCREDIBLE’S OBLIGATIONS
4.1 Accredible shall Process Personal Data on behalf of Customer solely in accordance with Instructions in the course of providing the Services, including with regard to transfers of Personal Data to a third country, unless required to do so otherwise by Applicable Law, including the law of the European Union or the law of a member state of the European Union (“Member State”). In such event, Accredible shall inform Customer of that legal requirement prior to Processing, unless that law prohibits such notification on important grounds of public interest.
4.2 Accredible shall take appropriate measures to ensure that any natural person acting under its authority who has access to Personal Data shall Process such Personal Data only on Instructions from Customer, unless otherwise required to do so by Applicable Law, in accordance with Article 29 GDPR.
4.3 Accredible shall ensure that persons authorized to Process Personal Data have committed themselves to confidentiality or are subject to an appropriate statutory obligation of confidentiality, and that such obligation will survive termination of this Accredible DPA. Accredible shall provide periodic and mandatory data privacy and security awareness training to all such authorized persons with access to Personal Data.
4.4 Technical and Organizational Data Security Measures
4.4.1 The technical and organizational data security measures implemented as of the effective date of this Accredible DPA are specified in Exhibit 1. The measures specified in Exhibit 1 are subject to technical advancements and developments.
4.4.2 Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Accredible shall implement and maintain appropriate technical and organizational data security measures designed to ensure a level of security appropriate to the risk in accordance with Article 32 GDPR. As appropriate, such measures may include:
4.4.3 When assessing the appropriate level of security, account shall be taken in particular of the risks presented by the Processing, including risks arising from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.
4.4.4 If Accredible significantly modifies measures specified in Exhibit 1, such modifications shall continue to comply with the obligations set forth in Sections 4.4.2 and 4.4.3 and Article 32 GDPR.
4.5 Accredible shall, while taking into account the nature of the Processing, assist Customer through appropriate technical and organizational measures, with the fulfilment of Customer’s obligations to respond to requests for exercising rights of Data Subjects in accordance with Applicable Law, in particular Article 15 through 22 GDPR. Such assistance shall be provided solely in relation to Personal Data Processed by Processor on Controller’s behalf and only upon Controller’s Instructions. Customer acknowledges that Accredible does not respond directly to Data Subject requests and provides such assistance using the tools, functionalities, and features made available as part of the Services.
4.6 Taking into account the nature of the Processing and the information available to Accredible, Accredible shall provide reasonable assistance to Customer, upon Customer’s request, in Customer’s efforts to ensure compliance with its obligations pursuant to Articles 33 through 36 GDPR, including with respect to personal data breach notifications, data protection impact assessments, and consultations with supervisory authorities.
4.7 Documentation and Audit Rights
4.7.1 Upon written request and, if not already sufficiently provided for in the Ordering Document, subject to executing a non-disclosure agreement (“NDA”), Accredible shall provide information to Customer as reasonably necessary to demonstrate Accredible’s compliance with this Accredible DPA and Article 28 GDPR, including, where applicable, relevant policies and a comprehensive documentation of the technical and organizational data security measures it has implemented for Personal Data in accordance with industry standards. Accredible may, in its discretion, provide data protection compliance certifications.
4.7.2 If Customer’s audit requirements under Applicable Law cannot be reasonably satisfied by the information provided pursuant to Section 4.7.1, Customer may, subject to execution of an NDA, conduct one (1) routine audit per twelve (12) month period, provided that any such audit shall be conducted solely by an independent and qualified thirdparty auditor engaged by Customer and approved by Accredible, which approval shall not be unreasonably withheld. Accredible may object to any auditor that is not independent, not sufficiently qualified, or in a competitive relationship with Accredible. Any such third-party auditor shall be bound by a written non-disclosure agreement in favor of Accredible prior to conducting any audit. The audit shall be conducted upon reasonable advance written notice, no less than thirty (30) days, during regular business hours, in a manner designed to minimize disruption to Accredible’s business operations, and without access to personal data of other customers. The foregoing annual limitation shall not apply where an audit is required under Applicable Law or justified by a reasonable, documented concern of noncompliance with this Accredible DPA. The costs associated with routine audits shall be borne by Customer; however, if any audit permitted under this Section 4.7.2 identifies that Accredible materially breached this Accredible DPA, Accredible shall reimburse Customer for reasonable and evidenced audit costs.
4.8 Notification Duties
4.8.1 Accredible shall notify Customer without undue delay after becoming aware of a Security Incident and, in any event, no later than twenty-four (24) hours after confirmation of a Security Incident. Such notification shall, to the extent available and reasonably practicable, include the following information:
4.8.2 If Accredible reasonably believes that an Instruction of Customer violates Applicable Law, Accredible shall promptly notify Customer and cooperate in good faith to identify a lawful alternative.
4.9 Rectification, Erasure, Restriction
4.9.1 If legally required and Customer is unable to perform the applicable task itself, or if provided so in the Services description contained in the Ordering Document, Accredible shall rectify, erase, restrict or transmit Personal Data upon Customer’s request as soon as possible but at the latest within thirty (30) days of receipt of such request. Any erasure of Personal Data pursuant to this Section 4.9 shall be executed in such a manner that renders restoration or recovery of such Personal Data reasonably impossible.
4.9.2 Unless retention of Personal Data is required by Applicable Law or otherwise agreed by the Parties, Accredible shall, upon termination or expiration of the Ordering Document in consultation with Customer, delete all Personal Data in its possession except to the extent that Accredible is required or permitted to retain such Personal Data in order to continue providing Services expressly requested by Customer after termination, including continued hosting, display or verification of Credentials issued during the term of the Services, or where retention is required by Applicable Law.
4.9.3 If a Data Subject submits a request to Accredible for access, erasure, rectification, restriction, objection, or data portability of Personal Data, Accredible shall refer the Data Subject to Customer and shall not respond directly to such request unless otherwise required by Applicable Law.
4.10 International Transfers of Personal Data
4.10.1 Customer authorizes Accredible and its Subprocessors to transfer Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.
4.10.2 Accredible represents that the responses it has provided in the Data Transfer Impact Assessment Questionnaire attached hereto as Exhibit 2 are true, complete, and accurate as of the effective date of the Ordering Document.
4.10.3 International Transfers Governed by Standard Contractual Clauses
(a) Incorporation. To the extent Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Customer to Accredible or otherwise Processed by Accredible in a country that has not been found to provide an adequate level of protection under Applicable Law, the Parties agree that the transfer shall be governed by the Standard Contractual Clauses attached hereto as Exhibit 3.
(b) Operational Coordination. To facilitate performance of the Standard Contractual Clauses without alteration:
(i) Accredible shall provide the certification of deletion upon Customer’s written request;
(ii) Accredible shall implement the measures required by Clause 8.6(c) of the Standard Contractual Clauses, taking into account the nature of Processing and the systems affected;
(iii) Any audit under Clause 8.9 of the Standard Contractual Clauses may be coordinated through Section 4.7 of this Accredible DPA provided that nothing in Section 4.7 limits or delays Customer’s audit rights thereunder;
(iv) Accredible’s engagement of Subprocessors will comply with Clause 9 of the Standard Contractual Clauses;
(v) The Parties will work in good faith to identify and implement an alternative lawful transfer mechanism or supplementary measures where required. If none is agreed within a reasonable period, Customer may terminate the affected Processing or Services without penalty, in addition to any termination rights provided under Clauses 14(f) and 16(c) of the Standard Contractual Clauses;
(vi) The Parties agree that Customer will be responsible for communicating with Data Subjects pursuant to Clause 15.1(a) of the Standard Contractual Clauses; this allocation shall not prejudice any Data Subject rights or the Parties’ obligations under the Standard Contractual Clauses;
(vii) Accredible will provide the information required under Clause 15.1(c) of the Standard Contractual Clauses upon Customer’s written request; and
(viii) Notwithstanding anything to the contrary, Customer shall reimburse Accredible for all reasonable costs and documented expenses incurred by Accredible in connection with the performance of Accredible’s obligations under Clause 15.1(b) and Clause 15.2 of the Standard Contractual Clauses, without regard for any limitation of liability set forth in the Ordering Document, but only to the extent such costs result from Customer’s specific request or Instructions and are not covered by Accredible’s standard administrative measures and without limiting or excluding any liability under the Standard Contractual Clauses or prejudicing Data Subject rights. Accredible shall notify Customer in advance of any expected costs and work collaboratively to mitigate them.
(c) UK and Swiss Transfer. For transfers from the UK, the Parties incorporate the UK Addendum completed as set out in Annex III. In the event of a conflict between the UK Addendum and this Accredible DPA, the UK Addendum controls for UK transfers.
(d) For transfers subject to the Swiss Federal Act on Data Protection (“FADP”), as revised and in force from time to time, the Parties agree that the EU Commission Standard Contractual Clauses apply mutatis mutandis and are supplemented as follows: (i) references in the SCCs to “EU,” “Union”, “Member State law” or “supervisory authority” include “Switzerland”, Swiss law, and the Swiss Federal Data Protection and Information Commissioner (“FDPIC”) to the extent the FADP applies (and where both the FADP and GDPR apply, supervision is dual: the FDPIC and the EU authority determined under Clause 13 of the SCCs); (ii) references to the “GDPR” include the FADP to the extent applicable; (iii) Swiss data subjects may bring claims before Swiss courts; and (iv) where a transfer is exclusively subject to the FADP, the SCCs are governed by Swiss law (where both the FADP and GDPR apply to the same transfer, the SCCs may be governed by the EU Member State law selected in Annex I, without prejudice to Swiss venue). These supplemental terms apply solely to Swiss-law transfers and do not modify the SCCs.
(e) Each Party’s agreement or signature to this Accredible DPA shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.
4.10.4 Taking into account the information and obligations set forth in this Accredible DPA and, as may be the case for a Party, such Party’s independent research, to the Parties’ knowledge, the Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom that is transferred pursuant to the attached Standard Contractual Clauses to a country that has not been found to provide an adequate level of protection under Applicable Law is afforded a level of protection that is essentially equivalent to that guaranteed by Applicable Law.
4.11 Accredible will make available to Customer the name and the official contact details of its data protection officer if Accredible is, by Applicable Law, required to appoint a data protection officer. If Accredible is not required to appoint a data protection officer, Accredible shall – in its own discretion – name a person responsible for dealing with questions relating to Applicable Law and data security in the context of performing this Accredible DPA.
4.12 In the case that claims based on Article 82 of the EU or UK GDPR are raised against Customer, Accredible shall reasonably support Customer with its defense to the extent the claim arises in connection with the Processing of Personal Data by Accredible in connection with performing the Services to Customer.
4.13 Accredible will make available to Customer reasonable information necessary to demonstrate compliance with its obligations in this Accredible DPA as required by Applicable Law.
5. CUSTOMER’S OBLIGATIONS
5.1 Customer shall comply with Applicable Law. Customer shall promptly inform Accredible if Processing by Accredible in accordance with Customer’s Instructions is likely to result in a violation of Applicable Law.
5.2 In the event that claims based on Article 82 of the EU or UK GDPR are raised against Accredible, Customer shall reasonably support Accredible in its defense to the extent such claims arise in connection with the Processing of Personal Data by Accredible in the performance of the Services for Customer or an Affiliate.
5.3 Customer shall designate a person responsible for addressing questions relating to Applicable Law and data security in the context of the performance of this Accredible DPA.
6. SUBPROCESSING
6.1 Customer acknowledges and agrees that Accredible may engage third parties to perform the agreed Processing activities under this Accredible DPA (“Subprocessors”), subject to the requirements of this Section 6 and Applicable Law, including Article 28 GDPR.
6.2 Where Accredible engages a Subprocessor that has access to Personal Data subject to the GDPR, Accredible shall ensure that such Subprocessor is obligated by a written agreement to comply with the same data protection obligations as set forth in this Accredible DPA and as required under Article 28(4) GDPR, unless explicitly agreed otherwise. Where any Subprocessor fails to fulfil its data protection obligations, Accredible shall remain fully liable to Customer for the performance of the Subprocessor’s obligations.
6.3 Customer hereby grants general written authorization to Accredible to appoint Subprocessors to perform specific Processing activities on Customer’s behalf. A list of Sub-processors currently engaged by Accredible in connection with the Services, can be accessed in the Subprocessors webpage - https://www.accredible.com/legal/subprocessors (as may be updated by Accredible from time to time in accordance with this Accredible DPA). Accredible will inform Customer of any intended changes concerning the addition or replacement of its Subprocessors with access to Personal Data covered by the GDPR. Customer will have an opportunity to object to such changes on reasonably justifiable grounds related to the inability of such Subprocessors to protect Customer Personal Data in accordance with the relevant obligations of this Accredible DPA or the applicable data protection regulation, within twenty (20) calendar days after being notified without prejudice to any mandatory notice or objection period set forth in the Standard Contractual Clauses. In the case Customer objects to the subprocessing, the Parties will work together in good faith to resolve the grounds for the objection. If Customer does not object to the engagement within the objection period, consent regarding the engagement shall be assumed. Upon Customer’s request, Accredible will provide all information necessary to demonstrate that the Subprocessor will meet all requirements pursuant to Section 6.2.
6.4 Upon Customer’s request, Accredible shall provide Customer with information regarding the data protection obligations imposed on its Subprocessors, which may include summaries of relevant contractual provisions, subject to Accredible’s confidentiality obligations to such Subprocessors.
7. LIABILITY
7.1 Without prejudice to either Party’s liability towards Data Subjects under Applicable Law, the Parties agree that, Accredible’s liability arising out of or in connection with any breach of this Accredible DPA shall be subject to the limitations of liability set forth in the Ordering Document.
7.2 No Affiliate shall be entitled to benefit from this Accredible DPA unless such Affiliate is bound by, and agrees to be subject to, the terms of this Accredible DPA, including the liability limitations set forth herein and in the Ordering Document.
8. COSTS FOR ADDITIONAL SERVICES
Customer’s Instructions result in a change to, or increase of, the Services, or require Accredible to undertake additional efforts to comply with its obligations under Sections 4.10, 4.13, or 6 in order to assist Customer in meeting Customer’s own statutory obligations, Accredible shall be entitled to charge reasonable fees for such additional services. Any such fees shall be based on the pricing agreed for the Services or, where applicable, on pricing notified to Customer in advance.
The duration of this Accredible DPA coincides with the duration of the Ordering Document. It commences and terminates with the provision of the Services under the Ordering Document, unless otherwise stipulated in the provisions of this Accredible DPA. This Accredible DPA shall automatically terminate upon termination or expiration of the Ordering Document, except to the extent any provisions are intended to survive such termination.
10. MODIFICATIONS
Accredible may modify or supplement this Accredible DPA upon prior written notice to Customer: (i) if required to do so by a supervisory authority or other government or regulatory entity; (ii) if necessary to comply with Applicable Law; (iii) to implement standard contractual clauses of the European Commission; or (iv) to adhere to an approved code of conduct or certification mechanism approved or certified pursuant to Articles 40, 42 and 43 of the GDPR.
If Customer objects to a proposed modification, Customer shall notify Accredible in writing and specify the basis for the objection. Upon receiving such notice, Accredible shall engage in good faith discussions with Customer and provide reasonable information or explanation demonstrating why the modification is required or appropriate.
If the Parties are unable to resolve the objection, and Customer’s objection is not based on a reasonable claim that the modification is noncompliant with Applicable Law or that a regulatorydriven modification materially disadvantages Customer, the Ordering Document and this Accredible DPA shall terminate upon expiration of the thencurrent term. In such case, Customer shall remain liable for all fees and charges payable for the remainder of the term. If Customer’s objection is based on a reasonable claim that the modification is noncompliant with Applicable Law or that a regulatorydriven modification materially disadvantages Customer, Customer may terminate the Ordering Document and this Accredible DPA without further payment obligation as of the effective date of termination.
11. WRITTEN FORM
Any side agreements to this Accredible DPA, and any modifications, amendments, or supplements to this Accredible DPA or the Services hereunder, including this Section 11, shall be in writing and, unless expressly otherwise stated, shall be mutually agreed upon by the Parties.
12. MISCELLANEOUS
12.1 To the extent of any conflict between the Ordering Document and this Accredible DPA with respect to the Processing of Personal Data, this Accredible DPA shall prevail.
12.2 If any provision of the Ordering Document is determined to violate the GDPR or other Applicable Law relating to the Processing of Personal Data, the Parties shall cooperate in good faith to amend the Ordering Document to the extent necessary to ensure lawful and data protection–compliant Processing.
Exhibit 1 – Accredible Technical and Organizational Measures
This Exhibit 1 forms part of the Accredible DPA. Capitalized terms not defined in this Exhibit 1 have the meaning set forth in the Accredible DPA.
Any organizational security measures are subject to change as technical standards evolve and such changes can be implemented by Accredible. If so requested, Accredible will provide Customer with a description of the then current measures. Any changes in organization security measures shall not materially diminish the overall level of security and shall continue to meet or exceed the requirements of Article 32 GDPR.
Technical and organizational measures in place by Accredible
1. Access control to premises and facilities:
Physical access to the building is controlled.
Physical access to the office space is monitored, logged and is restricted to individuals who require such access to perform their job responsibilities. Management approval is required before access is granted.
Access to office space requires a key or electronic code and alarm systems are present to prevent unauthorized access.
No on-site data centres are used and thus protected areas don’t exist for the organization.
2. Access control to systems:
Accredible personnel are required to have a unique account to utilize systems in order to distinguish one user from another and establish accountability. Access to generic accounts is restricted to authorized individuals on an as needed basis through the use of a password management tool. A policy is in place to ensure that Accredible personnel make use of the password management tool to produce and utilize secure passwords. Passwords are in place for all Accredible personnel on all platforms, where technically feasible or practical. Passwords must adhere to strict requirements which are documented in the Password Requirements and Guidelines document posted on the Intranet and referred to in the Access Control Policy.
Administrator-level privileges for servers are restricted to authorized personnel who have been vetted and have the necessary experience to responsibly access resources.
Terminals and workstations are protected by time-out facilities which are activated after a time period of inactivity has elapsed.
Hard drives of mobile devices like notebooks etc. are encrypted. Encryption is enforced for any removable media like CD/DVD or USB mass storage devices. Mobile devices all require authentication to access and have remote-wipe enabled.
3. Access control to data:
All requests for application or system access, including remote access, are submitted through the IT Access Request Database. The functional manager, data owner, or other authorized approver must approve each request. Documentation is maintained.
Security Administration generates user access lists for in-scope applications, databases, and related UNIX and Windows servers with the associated access rights for the designated business owners/IT managers. The business owners/IT managers are responsible for reviewing and approving these lists at least annually.
4. Disclosure Control:
All electronic data transfer among all workplaces and data centres makes use of the corporate VPN network which is encrypted.
To access the network for business reasons from external locations, business associates may use the corporate SSLVPN. To obtain access to VPN the user must complete a VPN ID request and use a corporate asset to access VPN which is configured with antivirus, antispyware and personal firewall software.
File transfers outside of the company consist of an encrypted package sent via email, regular FTP or by using SFTP. TLS is used for email with Customers in situations where the Customer is able to use TLS also.
Backups are encrypted and transported over SSL to remote data centres.
5. Input Control:
Logging is enabled on applications, servers and databases. Some application systems produce transaction logging.
6. Job control:
Under the Accredible DPA, Personal Data are processed by Accredible only according to the Customer’s Instructions. Internally, the Accredible ensures by provisions in work contracts, guidelines and statements of work that the Customer’s Instructions are being met.
The Customer is entitled to inspect the Accredible’s adherence to its Instructions as per the provisions of the Accredible DPA.
7. Availability Control:
The anti-spam gateway, email environment and individual desktop and servers all run anti-virus software. Virus signature files residing on both desktops and servers are updated automatically at least once per day. Programs and data files that are on the network and at risk of infection from viruses are scanned as they are accessed. Virus alerts are reviewed and appropriate actions are taken to resolve issues identified. Identified issues that require action are logged in a Service Desk ticket.
Data centres are backed up on a daily basis and supply redundancy where possible. Backup is performed according to the data backup policy and disaster recovery plan is in place and tested as required.
8. Separation Control:
Systems and applications are processed in different independent environments (DEV/QA/PROD). This ensures the segregation of functions.
Access profiles (e.g. roles and security groups) are used for granting privileges whenever possible. Naming conventions for these roles and groups reflect privilege levels.
Appropriate segregation of duties shall be incorporated in access rights management processes, e.g., Accredible users cannot change their own privileges or approve their own requests. The auditing and review of IDs to ensure compliance must be run on a scheduled basis.
Multi-user application systems are designed with security controls in an effort to ensure that:
Security Administration is restricted to the Security Admin group.
9.Accredible Self-Audit:
Accredible will by itself regularly audit and assess compliance with the obligations set out in this Exhibit 1.
This Exhibit 2 forms part of the Accredible DPA. Capitalized terms not defined in this Exhibit 2 have the meaning set forth in the Accredible DPA.
1. What countries will Personal Data that is transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom be stored in or accessed from? If this varies by region, please specify each country for each region.
Answer: United States; United Kingdom.
2. What are the categories of Data Subjects whose Personal Data will be transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom?
Answer: Customer’s end users such as employees, students or other Data Subjects for whom Customer creates certificates/accreditations.
3. What are the categories of Personal Data transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom?
Answer: Personal Data Processed in connection with the Services, including, without limitation, name, email address, location, and information relating to individual performance for which a certificate/accreditation is issued.
4. Will any 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 be transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom? If so, are there any 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 specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures?
Answer: Not to Accredible’s knowledge. Customer provides all Personal Data for the Services. Such special categories of data are not intended to be used in connection with the Services.
5. What business sector is Accredible involved in?
Answer: Cloud software.
6. Broadly speaking, what are the services to be provided and the corresponding purposes for which Personal Data is transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom?
Answer: Accredible provides cloud-based services for the design, issuance, administration and monitoring of digital certificates and badges using Accredible’s online platform. Personal Data is transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom solely for the purpose of providing the Services.
7. What is the frequency of the transfer of Personal Data outside of the European Economic Area, Switzerland, and/or the United Kingdom? E.g., is Personal Data transferred on a one-off or continuous basis?
Answer: Personal Data is transferred on a continuous basis as a result of Customer’s use of the Services.
8. When Personal Data is transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom to Accredible, how is it transmitted to Accredible? Is the Personal Data in plain text, pseudonymized, and/or encrypted?
Answer: Accredible uses industry-standard Transport Layer Security (“TLS”) to create a secure connection using 128-bit Advanced Encryption Standard (“AES”) encryption. This includes all Personal Data sent between the web properties apps and the Accredible servers. All connections are made securely over HTTPS.
9. What is the period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period?
Answer: Personal Data is retained in accordance with the Accredible DPA.
10. Please list the Subprocessors that will have access to Personal Data that is transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom:
Answer: As set forth in Section 6.3 of the Accredible DPA.
11. Is Accredible subject to any laws in a country outside of the European Economic Area, Switzerland, and/or the United Kingdom where Personal Data is stored or accessed from that would interfere with Accredible fulfilling its obligations under the attached Standard Contractual Clauses? For example, FISA 702 or U.S. Executive Order 12333. If yes, please list these laws.
Answer: As of the effective date of the Ordering Document, no court has found Accredible to be eligible to receive process issued under the laws contemplated by question 11, including FISA Section 702, and no such court action is pending.
12. Has Accredible ever received a request from public authorities for information pursuant to the laws contemplated by Question 11 above (if any)? If yes, please explain.
Answer: As of the effective date of the Ordering Document, Accredible has not received any national security orders of the type described in Paragraphs 150-202 of the judgment of the Court of Justice of the European Union in Case C-311/18 (Data Protection Commissioner v. Facebook Ireland Limited and Maximillian Schrems), nor is Accredible aware of any such orders in progress.
13. Has Accredible ever received a request from public authorities for Personal Data of individuals located in European Economic Area, Switzerland, and/or the United Kingdom? If yes, please explain.
Answer: No.
14. What safeguards will Accredible apply during transmission and to the processing of Personal Data in countries outside of the European Economic Area, Switzerland, and/or the United Kingdom that have not been found to provide an adequate level of protection under Applicable Law.
Answer: As set forth in Exhibit 1 to the Accredible DPA.
Exhibit 3 – Standard Contractual Clauses
This Exhibit 3 forms part of the Accredible DPA.
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:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
1 Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9(a), (c), (d) and (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(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7 - Optional
Docking clause – Omitted
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.
MODULE TWO: Transfer controller to processor
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I. B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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).
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.
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’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
2The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
Clause 9
Use of sub-processors
MODULE TWO: Transfer controller to processor
(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 ten (10) 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 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.
3The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
Clause 10
Data subject rights
MODULE TWO: Transfer controller to processor
(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.
Clause 11
(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.
MODULE TWO: Transfer controller to processor
(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:
Redress
(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
MODULE TWO: Transfer controller to processor
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub- processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
MODULE TWO: Transfer controller to processor
(a) Where the data exporter is established in an EU Member State: 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.
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 behaviour is monitored, are located, as indicated in Annex I.C, 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
MODULE TWO: Transfer controller to processor
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguard 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.
4As 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.
Clause 15
Obligations of the data importer in case of access by public authorities
MODULE TWO: Transfer controller to processor
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
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 that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing invquestion under Regulation (EU) 2016/679.
Clause 17
Governing law
MODULE TWO: Transfer controller to processor
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 Ireland.
Clause 18
Choice of forum and jurisdiction
(b) The Parties agree that those shall be the courts of Ireland.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
MODULE TWO: Transfer controller to processor
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
APPENDIX
ANNEX I
A. LIST OF PARTIES
MODULE TWO: Transfer controller to processor
Data exporter(s):
1. Name: Customer.
Address: As set forth in the Notices section of the Ordering Document.
Contact person’s name, position and contact details: As set forth in the Notices section of the Ordering Document.
Activities relevant to the data transferred under these Clauses: As set forth in Exhibit 2.
Signature and date: per Section 4.10.3(e)
Role (controller/processor): Controller.
Data importer(s):
1. Name: Accredible.
Address: As set forth in the Notices section of the Ordering Document.
Contact person’s name, position and contact details: As set forth in the Notices section of the Ordering Document.
Activities relevant to the data transferred under these Clauses: As set forth in Exhibit 2.
Signature and date: Per Section 4.10.3(e)
Role (controller/processor): Processor.
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
MODULE TWO: Transfer controller to processor
Description of the technical and organisational 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.
Data importer shall implement and maintain appropriate technical and organisational measures designed to protect personal data in accordance with the Exhibit 1 of this Accredible DPA.
Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the Accredible DPA.
ANNEX III
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (Version B1.0 – in force 21 March 2022)
This UK Addendum forms part of the EU Commission Standard Contractual Clauses (EU SCCs) included as Exhibit 3 to this Accredible DPA. It is entered into between the Parties as identified below and applies to Restricted Transfers subject to the UK GDPR.
Part 1: Tables
Table 1: Parties
Table 2: Selected SCCs, Modules and Options
Table 3: Appendix Information
Table 4:
Part 2: Mandatory Clauses (ICO Version B1.0, in force 21 March 2022)
Entering into this Addendum:
1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
Interpretation of this Addendum
3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, reenacted and/or replaced after this Addendum has been entered into.
Hierarchy
9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.
Incorporation of and changes to the EU SCCs
12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that
a. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
c. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.
13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
a. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
b. In Clause 2, delete the words: “and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;
c. Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
d. Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”; 6 VERSION B1.0, in force 21 March 2022 International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
e. Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
f. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
g. References to Regulation (EU) 2018/1725 are removed;
h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
j. Clause 13(a) and Part C of Annex I are not used;
k. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
l. In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply”;
m. Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales.”;
n. Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and
o. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.
Amendments to this Addendum
16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
18. From time to time, the ICO may issue a revised Approved Addendum which:
a. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
b. reflects changes to UK Data Protection Laws;
19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in: a its direct costs of performing its obligations under the Addendum; and/or b its risk under the Addendum, and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.
20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.
Alternative Part 2 Mandatory Clauses:
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