EU SCCs (Processor to Controller)

Last modified:  July 12, 2022

INTRODUCTION

The below standard contractual clauses are set forth in accordance with the form dictated by the European Commission in its Implementing Decision EU 2021/914 of June 4, 2021, including, specifically, “MODULE FOUR:  Transfer processor to controller.”

STANDARD CONTRACTUAL CLAUSES

Processor to Controller

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) (^[1]) 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.

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) and Clause 8.3(b);

(iii)         N/A

(iv)         N/A

(v)           Clause 13;

(vi)         Clause 15.1(c), (d) and (e);

(vii)        Clause 16(e);

(viii)       Clause 18.

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

Clause 4

Interpretation

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

(b)          These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

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

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7

Docking clause

(a)           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.

(b)          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.

(c)           The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1   Instructions

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

(b)          The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.

(c)           The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.

(d)          After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

8.2   Security of processing

(a)           The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data (^[2]), the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b)          The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.

(c)           The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

 

 

8.3   Documentation and compliance

(a)           The Parties shall be able to demonstrate compliance with these Clauses.

(b)           The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

 

Clause 9

Use of sub-processors

N/A

Clause 10

Data subject rights

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

Clause 11

Redress

(a)           The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

Clause 12

Liability

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

(b)          Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

(c)           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.

(d)          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.

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

Clause 13

Supervision

N/A

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(where the EU where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

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

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

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

(ii)          the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (^[3]);

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

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

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

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

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

Clause 15

Obligations of the data importer in case of access by public authorities

(where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

15.1       Notification

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

(e)           Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Ireland.

Clause 18

Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of the Republic of Ireland.

 

 

 

ANNEX I

1. LIST OF PARTIES
2. Data Exporter

Name:	Boomi, LP
Address:	As specified or otherwise established via an applicable agreement and/or the course of dealings between the parties
Contact person’s name, position and contact details:	As specified or otherwise established via an applicable agreement and/or the course of dealings between the parties
Activities relevant to the data transferred under these Clauses:	Boomi, LP, the data exporter:  (i) is a provider of IT products and services; (ii) has appointed the data importer to provide certain products and/or services; and (iii) may provide personal data described under Section B of this Annex to the data importer, whom shall fulfil the role to which it is ascribed hereunder
Signature and date:	The parties’ execution of the applicable agreement incorporating these Clauses shall constitute execution of these Clauses
Role (controller/processor)	Processor

 

2. Data Importer

Name:	“Provider,” as specified or otherwise established via an applicable agreement and/or the course of dealings between the parties
Address:	As specified or otherwise established via an applicable agreement and/or the course of dealings between the parties
Contact person’s name, position and contact details:	As specified or otherwise established via an applicable agreement and/or the course of dealings between the parties
Activities relevant to the data transferred under these Clauses:	The data importer:  (i) is a signatory to the Clauses; (ii) is a provider of products and/or services to Boomi, LP and/or its affiliates; and (iii) in accordance with such supplier-customer relationship, may be a recipient of personal data exported by Boomi, LP, as further described herein
Signature and date:	The parties’ execution of the applicable agreement incorporating these Clauses shall constitute execution of these Clauses
Role (controller/processor)	Controller

 

 

 

1. DESCRIPTION OF TRANSFER

DATA SUBJECTS. The personal data transferred may concern the following categories of data subjects:

• Past, present and prospective employees and partners;
• Past, present and prospective clients, customers, end users, web site visitors;
• Past, present and prospective advisors, consultants, suppliers, contractors, subcontractors and agents;
• Beneficiaries and

CATEGORIES OF DATA.  The data subjects’ personal data transferred may concern the following categories of data:

• Contact details (which may include name, address, e-mail address, phone and fax contact details and associated local time zone information);
• Employment details (which may include company name, job title, grade, demographic and location data);
• IT systems information (which may include user ID and password, computer name, domain name, IP address, and software usage pattern tracking information e. cookies);
• Data subject’s e-mail content and transmission data which is available on an incidental basis for the provision of information technology consultancy, support and services (incidental access may include accessing the content of e-mail communications and data relating to the sending, routing and delivery of e-mails);
• Details of goods or services provided to or for the benefit of data subjects;
• Financial details (e.g. credit, payment and bank details).

SPECIAL CATEGORIES OF DATA (IF APPROPRIATE). Personal data transferred may include information which reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union opinions, memberships or activities, social security files, and data concerning health (including physical or mental health or condition), sexual life and information regarding criminal offences or alleged offences and any related court proceedings and shall include special categories of data as defined in Article 8 of the Directive 95/46/EC.

FREQUENCY OF THE TRANSFER.  Whether personal data transfers occur on a one-off or continuous basis shall be determined by the frequency necessary for the parties’ performance of their respective roles under the subject supplier-customer relationship.

NATURE OF THE PROCESSING/PROCESSING OPERATIONS. The personal data transferred may be subject to the following processing activities: any operation with regard to                 personal data irrespective of the means applied and procedures, in particular the obtaining, collecting, recording, organizing, storage, holding, use, amendment, adaptation, alteration, disclosure, dissemination or otherwise making available, aligning, combining, retrieval, consultation, archiving, transmission, blocking, erasing, or destruction of data, the operation and maintenance of systems, management and management reporting, financial reporting, risk management, compliance, legal and audit functions and shall include “processing” which shall have the meaning given to such term in the Directive.

ADDITIONAL TRANSFER DETAILS. The transferring or other processing of personal data by the parties shall be limited to the purpose of fulfilling their respective obligations under the subject supplier-customer relationship.  Personal data shall be processed and retained only for so long as required and permitted under any applicable agreement and/or the law.

1. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority in accordance with Clause 13 is the Dutch Data Protection Authority (Autoriteit Persoonsgegevens).

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL

MEASURES TO ENSURE THE SECURITY OF THE DATA

SECURITY PRACTICES. Data importer has implemented corporate information security practices and standards that are designed to safeguard data importer’s corporate environment and to address business objectives across the following areas: (1) information security, (2) system and asset management, (3) development, and (4) governance. These practices and standards are approved by the data importer’s executive management and are periodically reviewed and updated where necessary. Data importer shall maintain an appropriate data privacy and information security program, including policies and procedures for physical and logical access restrictions, data classification, access rights, credentialing programs, record retention, data privacy, information security and the treatment of personal data and sensitive personal data throughout its lifecycle. Key policies should be reviewed at least annually.

ORGANIZATIONAL SECURITY. It is the responsibility of the individuals across the data importer’s organization to comply with these practices and standards. To facilitate the corporate adherence to these practices and standards, data importer’s Information Security (“IS”) function is responsible for the following activities:

1. Security strategy – the IS function drives data importer’s security direction. The IS function works to ensure compliance with security related policies, standards and regulations, and to raise awareness and provide education to users. The IS function also carries out risk assessments and risk management activities, and manages contract security requirements.
2. Security engineering – the IS function manages testing, design and implementation of security solutions to enable adoption of security controls across the
3. Security operations – the IS function manages support of implemented security solutions, monitors and scans the environment and assets, and manages incident
4. Forensic investigations – the IS function works with Security Operations, Legal, Global Privacy Office and Human Resources to carry out investigations, including eDiscovery and
5. Security consulting and testing – the IS function works with software developers on developing security best practices, consults on application development and architecture for software projects, and carries out assurance

ASSET CLASSIFICATION AND CONTROL. Data importer’s practice is to track and manage key information and physical, software and logical assets. Examples of the assets that data importer might track include:

1. information assets, such as identified databases, disaster recovery plans, business continuity plans, data classification, archived information
2. software assets, such as identified applications and system software
3. physical assets, such as identified servers, desktops/laptops, backup/archival tapes, printers and communications equipment.

The assets are classified based on business criticality to determine confidentiality requirements. Industry guidance for handling personal data provides the framework for technical, organizational and physical safeguards. These safeguards may include controls such as access management, encryption, logging and monitoring, and data destruction.

EMPLOYEE SCREENING, TRAINING AND SECURITY

1. Screening/background checks: Where reasonably practicable and appropriate, as part of the employment/recruitment process, data importer shall perform screening/background checks on employees (which shall vary from country to country based on local laws and regulations), where such employees will have access to data importer’s networks, systems or
2. Identification: Data importer shall require all employees to provide proof of identification and any additional documentation that may be required based on the country of hire or if required by other data importer entities or customers for whom the employee is providing
3. Training: Data importer’s annual compliance training program includes a requirement for employees to complete a data protection and information security awareness course and pass an assessment at the end of the course. The security awareness course may also provide materials specific to certain job functions.
4. Confidentiality: Data importer shall ensure its employees are legally bound to protect and maintain the confidentiality of any personal data they handle pursuant to standard

PHYSICAL ACCESS CONTROLS AND ENVIRONMENTAL SECURITY

1. Physical Security Program: Data importer shall use a number of technological and operational approaches in its physical security program to mitigate security risks to the extent reasonably practicable. Data importer’s security team works closely with each site to determine appropriate measures are in place to prevent unauthorized persons from gaining access to systems within which personal data is processed and continually monitor any changes to the physical infrastructure, business and known threats. They also monitor best practice measures used by others in the industry and carefully select approaches that meet both uniqueness in business practice and expectations of data importer. Data importer balances its approach towards security by considering elements of control that include architecture, operations and
2. Physical Access controls: Physical access controls/security measures at data importer’s facilities/premises are designed to meet the following requirements:
   • access to data importer’s buildings, facilities and other physical premises shall be controlled and based upon business necessity, sensitivity of assets and the individual’s role and relationship to the data importer. Only personnel associated with data importer are provided access to data importer’s facilities and physical resources in a manner consistent with their role and responsibilities in the organization;
   • relevant data importer facilities are secured by an access control system. Access to such facilities is granted with an activated card only;
   • all persons requiring access to facilities and/or resources are issued with appropriate and unique physical access credentials (e.g. a badge or keycard assigned to one individual) by the IS function. Individuals issued with unique physical access credentials are instructed not to allow or enable other individuals to access the data importer’s facilities or resources using their unique credentials (e.g. no “tailgating”). Temporary (up to 14 days) credentials may be issued to individuals who do not have active identities where this is necessary (i) for access to a specific facility and (ii) for valid business needs. Unique credentials are non-transferable and if an individual cannot produce their credentials upon request they may be denied entry to data importer’s facilities or escorted off the At staffed entrances, individuals are required to present a valid photo identification or valid credentials to the security representative upon entering. Individuals who have lost or misplaced their credentials or other identification are required to enter through a staffed entrance and be issued a temporary badge by a security representative;
   • employees are regularly trained and reminded to always carry their credentials, store their laptops, portable devices and documents in a secure location (especially while traveling) and log out or shut down their computers when away from their desk;
   • visitors who require access to data importer’s facilities must enter through a staffed and/or main facility entrance. Visitors must register their date and time of arrival, time of leaving the building and the name of the person they are Visitors must produce a current, government issued form of identification to validate their identity. To prevent access to, or disclosure of, company proprietary information visitors are not allowed un-escorted access to restricted or controlled areas;
   • select data importer facilities use CCTV monitoring, security guards and other physical measures where appropriate and legally permitted;
   • locked shred bins are provided on most sites to enable secure destruction of confidential information/personal data;
   • for data importer’s major data centres, security guards, UPS and generators, and change control standards are available;
   • for software development and infrastructure deployment projects, the IS function uses a risk evaluation process and a data classification program to manage risk arising from such

CHANGE MANAGEMENT. The IT organization manages changes to the corporate infrastructure, systems and applications through a centralized change management program, which may include testing, business impact analysis and management approval where appropriate. All relevant application and systems developments adhere to an approved change management process.

SECURITY INCIDENTS AND RESPONSE PLAN

1. Security incident response plan: Data importer maintains a security incident response policy and related plan and procedures which address the measures that data importer will take in the event of loss of control, theft, unauthorized disclosure, unauthorized access, or unauthorized acquisition of personal data. These measures may include incident analysis, containment, response, remediation, reporting and the return to normal
2. Response controls: Controls are in place to protect against, and support the detection of, malicious use of assets and malicious software and to report potential incidents to the data importer’s IS function or Service Desk for appropriate action. Controls may include, but are not limited to: information security policies and standards; restricted access; designated development and test environments; virus detection on servers, desktop and notebooks; virus email attachment scanning; system compliance scans; intrusion prevention monitoring and response; firewall rules; logging and alerting on key events; information handling procedures based on data type; e-commerce application and network security; and system and application vulnerability scanning. Additional controls may be implemented based on risk.

DATA TRANSMISSION CONTROL AND ENCRYPTION. Data importer shall, to the extent it has control over any electronic transmission or transfer of personal data, take all reasonable steps to ensure that such transmission or transfer cannot be read, copied, altered or removed without proper authority during its transmission or transfer. In particular, data importer shall:

1. implement industry-standard encryption practices in its transmission of personal data. Industry-standard encryption methods used by data importer includes Secure Sockets Layer (SSL), Transport Layer Security (TLS), a secure shell program such as SSH, and/or Internet Protocol Security (IPSec);
2. if technically feasible, encrypt all personal data, including, in particular any sensitive personal data or confidential information, when transmitting or transferring that data over any public network, or over any network not owned and maintained by data importer. The data importer’s policy recognizes that encryption is ineffective unless the encryption key is inaccessible to unauthorized individuals and instructs personnel never to provide an encryption key via the same channel as the encrypted document;
3. for Internet-facing applications that may handle sensitive personal data and/or provide real-time integration with systems on a network that contains such information (including data importer’s core network), a Web Application Firewall (WAF) may be used to provide an additional layer of input checking and attack mitigation. The WAF will be configured to mitigate potential vulnerabilities such as injection attacks, buffer overflows, cookie manipulation and other common attack methods.

SYSTEM ACCESS CONTROLS. Access to data importer’s systems is restricted to authorized users. Access is granted based on formal procedures designed to ensure appropriate approvals are granted so as to prevent access from unauthorised individuals. Such procedures include:

1. Admission Controls (i.e. measures to prevent unauthorized persons from using data processing systems):

• access is provided based on segregation of duties and least privileges in order to reduce the risk of misuse, intention or otherwise;
• access to IT systems will be granted only when a user is registered under a valid username and password;
• data importer has a password policy in place which requires strong passwords for user login to issued laptops, prohibits the sharing of passwords, prohibits the use of passwords that are also used for non-work functions, and advises users on what to do in the event their password or other login credentials are lost, stolen or compromised;
• mandatory password changes on a regular basis;
• automatic computer lock, renewed access to the PC only after new registration with a valid username and password;
• data and user classification determines the type of authentication that must be used by each system;
• remote access and wireless computing capabilities are restricted and require that both user and system safeguards are in place as well as user authentication.

2. Access Controls (i.e. measures to prevent unauthorised access to systems):

• access authorization is issued in respect of the specific area of work the individual is assigned to (i.e. work role);
• adjustment of access authorizations in case of changes to the working area, or in case an employee’s employment is terminated for any reason;
• granting, removing and reviewing administrator privileges with the appropriate additional controls and only as needed to support the system(s) in question;
• event logs from key devices and systems are centrally collected and reported on an exceptions basis to enable incident response and forensic investigations.

DATA ACCESS CONTROL. Data importer applies the controls set out below regarding the access and use of personal data:

1. personnel are instructed to only use the minimum amount of personal data necessary in order to achieve the data importer’s relevant business purposes
2. personnel are instructed not to read, copy, modify or remove personal data unless necessary in order to carry out their work duties;
3. third party use of personal data is governed through contractual terms and conditions between the third party and data importer which impose limits on the third party’s use of personal data and restricts such use to what is necessary for the third party to provide services;

SEPARATION CONTROL. Where legally required, data importer will ensure that personal data collected for different purposes can be processed separately.  Data importer shall also ensure there is separation between test and production systems.

AVAILABILITY CONTROL.  Data importer protects personal data against accidental destruction or loss by following these controls:

1. personal data is retained in accordance with customer contract or, in its absence, data importer’s record management policy and practices, as well as legal retention requirements;
2. hardcopy personal data is disposed of in a secure disposal bin or a crosscut shredder such that the information is no longer decipherable;
3. electronic personal data is given to data importer’s IT Asset Management team for proper disposal;
4. appropriate technical measures are in place, including (without limitation): anti-virus software is installed on all systems; network protection is provided via firewall; network segmentation; user of content filter/proxies; interruption-free power supply; regular generation of back-ups; hard disk mirroring where required; fire safety system; water protection systems where appropriate; emergency plans; and air-conditioned server

DATA INPUT CONTROL. Data importer has, where appropriate, measures designed to check whether and by whom personal data have been input into data processing systems, or whether such data has been modified or removed. Access to relevant applications is recorded.

SYSTEM DEVELOPMENT AND MAINTENANCE. Publicly released third party vulnerabilities are reviewed for applicability in the data importer environment. Based on risk to data importer’s business and customers, there are pre-determined timeframes for remediation. In addition, vulnerability scanning and assessments are performed on new and key applications and the infrastructure based on risk. Code reviews and scanners are used in the development environment prior to production to proactively detect coding vulnerabilities based on risk. These processes enable proactive identification of vulnerabilities as well as compliance.

COMPLIANCE. The information security, legal, privacy and compliance departments work to identify regional laws and regulations that may be applicable to data importer. These requirements cover areas such as, intellectual property of the data importer and its customers, software licenses, protection of employee and customer personal information, data protection and data handling procedures, trans-border data transmission, financial and operational procedures, regulatory export controls around technology, and forensic requirements. Mechanisms such as the information security program, the executive privacy council, internal and external audits/assessments, internal and external legal counsel consultation, internal controls assessment, internal penetration testing and vulnerability assessments, contract management, security awareness, security consulting, policy exception reviews and risk management combine to drive compliance with these requirements.

 

 

[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.

 

[2] This includes whether the transfer and further processing 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 or offences.

 

[3] As 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.