International Data Transfers
Part 1EU STANDARD CONTRACTUAL CLAUSES – MODULE ONE
SECTION I
Clause 1
Purpose and scope(a)

The purpose of these standard contractual clauses is to ensure compliance with the requirements ofRegulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on theprotection of natural persons with regard to the processing of personal data and on the freemovement of such data (General Data Protection Regulation)1 for the transfer of personal data to athird 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 “dataexporter”), 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 ofthese Clauses.
Clause 2
Effect and invariability of the Clauses(a)1

These Clauses set out appropriate safeguards, including enforceable data subject rights and effective
legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, withrespect 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 notmodified, 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 thefundamental rights or freedoms of data subjects.

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 of 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 thecontroller and processor rely on the standard contractual clauses included in Decision […].

1

(b)

These Clauses are without prejudice to obligations to which the data exporter is subject by virtue ofRegulation (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:

(b)

(i)

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;(ii)

Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a),(c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and(g); Module Four: Clause 8.1 (b) and Clause 8.3(b);(iii)

Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);(iv)

Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and
(f);

(v)

Clause 13;(vi)

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

Clause 16(e);(viii)

Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

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 havethe 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 forin Regulation (EU) 2016/679.
Clause 5
Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between theParties, 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 andsigning Annex I.A.

2

(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 inaccordance with its designation in Annex I.A.

(c)

The acceding entity shall have no rights or obligations arising under these Clauses from the periodprior 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

Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out inAnnex I.B. It may only process the personal data for another purpose:(i)where it has obtained the data subject’s prior consent;(ii)

where necessary for the establishment, exercise or defence of legal claims in the context ofspecific administrative, regulatory or judicial proceedings; or(iii)

where necessary in order to protect the vital interests of the data subject or of anothernatural person.

8.2

Transparency(a)

In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data
importer shall inform them, either directly or through the data exporter:(i)of its identity and contact details;(ii)of the categories of personal data processed;(iii)

of the right to obtain a copy of these Clauses;(iv)

where it intends to onward transfer the personal data to any third party/ies, of the recipientor categories of recipients (as appropriate with a view to providing meaningful information),the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

(b)Paragraph (a) shall not apply where the data subject already has the information, including whensuch information has already been provided by the data exporter, or providing the information
proves impossible or would involve a disproportionate effort for the data importer. In the latter case,the data importer shall, to the extent possible, make the information publicly available.

(c)

On request, the Parties shall make a copy of these Clauses, including the Appendix as completed bythem, available to the data subject free of charge. To the extent necessary to protect business secrets
or other confidential information, including personal data, the Parties may redact part of the text of
the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject
would otherwise not be able to understand its content or exercise his/her rights. On request, theParties shall provide the data subject with the reasons for the redactions, to the extent possible
without revealing the redacted information.

(d)Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13
and 14 of Regulation (EU) 2016/679.

8.3

Accuracy and data minimisation

3

(a)

Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The
data importer shall take every reasonable step to ensure that personal data that is inaccurate, having
regard to the purpose(s) of processing, is erased or rectified without delay.

(b)

If one of the Parties becomes aware that the personal data it has transferred or received is
inaccurate, or has become outdated, it shall inform the other Party without undue delay.

(c)

The data importer shall ensure that the personal data is adequate, relevant and limited to what isnecessary in relation to the purpose(s) of processing.

8.4
Storage limitation
The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it isprocessed. It shall put in place appropriate technical or organisational measures to ensure compliance with thisobligation, including erasure or anonymisation2 of the data and all back-ups at the end of the retention period.
8.5

Security of processing(a)The data importer and, during transmission, also the data exporter shall implement appropriatetechnical and organisational measures to ensure the security of the personal data, including
protection against a breach of security leading to accidental or unlawful destruction, loss, alteration,
unauthorised disclosure or access (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, thenature, scope, context and purpose(s) of processing and the risks involved in the processing for thedata subject. The Parties shall in particular consider having recourse to encryption or
pseudonymisation, including during transmission, where the purpose of processing can be fulfilled inthat manner.

(b)

The Parties have agreed on the technical and organisational measures set out in Annex II. The data
importer shall carry out regular checks to ensure that these measures continue to provide anappropriate level of security.

(c)

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

(d)

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 personal data
breach, including measures to mitigate its possible adverse effects.

(e)

In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural
persons, the data importer shall without undue delay notify both the data exporter and thecompetent supervisory authority pursuant to Clause 13. Such notification shall contain i) a
description of the nature of the breach (including, where possible, categories and approximate
number of data subjects and personal data records concerned), ii) its likely consequences, iii) the
measures taken or proposed to address the breach, and iv) the details of a contact point from whom
more information can be obtained. To the extent it is not possible for the data importer to provide all
the information at the same time, it may do so in phases without undue further delay.

(f)

In case of a personal data breach that is likely to result in a high risk to the rights and freedoms ofnatural persons, the data importer shall also notify without undue delay the data subjects concernedof the personal data breach and its nature, if necessary in cooperation with the data exporter,
together with the information referred to in paragraph (e), points ii) to iv), unless the data importer
has implemented measures to significantly reduce the risk to the rights or freedoms of natural
persons, or notification would involve disproportionate efforts. In the latter case, the data importer
shall instead issue a public communication or take a similar measure to inform the public of thepersonal data breach.

(g)

The data importer shall document all relevant facts relating to the personal data breach, including its
effects and any remedial action taken, and keep a record thereof.

2This requires rendering the data anonymous in such a way that the individual is no longer identifiable byanyone, in line with recital 26 of Regulation (EU) 2016/679, and that this process is irreversible.

4

8.6

Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious orphilosophical 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 relatingto criminal convictions or offences (hereinafter “sensitive data”), the data importer shall apply specificrestrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This
may include restricting the personnel permitted to access the personal data, additional security measures (suchas pseudonymisation) and/or additional restrictions with respect to further disclosure.
8.7

Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union3 (inthe same country as the data importer or in another third country, hereinafter “onward transfer”) unless thethird party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward
transfer by the data importer may only take place if:(i)

it 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 ofRegulation (EU) 2016/679 with respect to the processing in question;(iii)

the third party enters into a binding instrument with the data importer ensuring the samelevel of data protection as under these Clauses, and the data importer provides a copy ofthese safeguards to the data exporter;(iv)

it is necessary for the establishment, exercise or defence of legal claims in the context ofspecific administrative, regulatory or judicial proceedings;(v)

it is necessary in order to protect the vital interests of the data subject or of another natural
person; or(vi)where none of the other conditions apply, the data importer has obtained the explicit consent
of the data subject for an onward transfer in a specific situation, after having informed
him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer tohim/her due to the lack of appropriate data protection safeguards. In this case, the data
importer shall inform the data exporter and, at the request of the latter, shall transmit to it acopy of the information provided to the data subject.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these
Clauses, in particular purpose limitation.
8.8

Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes thedata only on its instructions.
8.9

Documentation and compliance(a)Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In
particular, the data importer shall keep appropriate documentation of the processing activities
carried out under its responsibility.

3

The Agreement on the European Economic Area (EEA Agreement) provides for the extension of theEuropean 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.

5

(b)

The data importer shall make such documentation available to the competent supervisory authority
on request.
Clause 9
Use of sub-processors – clause not used
Clause 10
Data subject rights(a)

The data importer, where relevant with the assistance of the data exporter, shall deal with any
enquiries and requests it receives from a data subject relating to the processing of his/her personal
data and the exercise of his/her rights under these Clauses without undue delay and at the latest
within one month of the receipt of the enquiry or request.4 The data importer shall take appropriate
measures to facilitate such enquiries, requests and the exercise of data subject rights. Any
information provided to the data subject shall be in an intelligible and easily accessible form, using
clear and plain language.

(b)

In particular, upon request by the data subject the data importer shall, free of charge :(i)provide confirmation to the data subject as to whether personal data concerning him/her isbeing processed and, where this is the case, a copy of the data relating to him/her and theinformation in Annex I; if personal data has been or will be onward transferred, provide
information on recipients or categories of recipients (as appropriate with a view to providing
meaningful information) to which the personal data has been or will be onward transferred,
the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide
information on the right to lodge a complaint with a supervisory authority in accordance with
Clause 12(c)(i);(ii)

rectify inaccurate or incomplete data concerning the data subject;(iii)

erase personal data concerning the data subject if such data is being or has been processed inviolation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject
withdraws the consent on which the processing is based.

(c)

Where the data importer processes the personal data for direct marketing purposes, it shall cease
processing for such purposes if the data subject objects to it.

(d)

The data importer shall not make a decision based solely on the automated processing of thepersonal data transferred (hereinafter “automated decision”), which would produce legal effects
concerning the data subject or similarly significantly affect him / her, unless with the explicit consent
of the data subject or if authorised to do so under the laws of the country of destination, provided
that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate
interests. In this case, the data importer shall, where necessary in cooperation with the data
exporter:

(e)

4

(i)

inform the data subject about the envisaged automated decision, the envisaged consequences
and the logic involved; and(ii)

implement suitable safeguards, at least by enabling the data subject to contest the decision,
express his/her point of view and obtain review by a human being.

Where requests from a data subject are excessive, in particular because of their repetitive character,the data importer may either charge a reasonable fee taking into account the administrative costs ofgranting the request or refuse to act on the request.

That period may be extended by a maximum of two more months, to the extent necessary taking into accountthe complexity and number of requests. The data importer shall duly and promptly inform the data subject ofany such extension.

6

(f)

The data importer may refuse a data subject’s request if such refusal is allowed under the laws of thecountry of destination and is necessary and proportionate in a democratic society to protect one ofthe objectives listed in Article 23(1) of Regulation (EU) 2016/679.

(g)

If the data importer intends to refuse a data subject’s request, it shall inform the data subject of thereasons for the refusal and the possibility of lodging a complaint with the competent supervisory
authority and/or seeking judicial redress.

Clause 11
Redress(a)

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

(b)

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

(c)Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data
importer shall accept the decision of the data subject to:(i)lodge a complaint with the supervisory authority in the Member State of his/her habitualresidence or place of work, or the competent supervisory authority pursuant to Clause 13;(ii)

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

(d)

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

(e)

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

(f)

The data importer agrees that the choice made by the data subject will not prejudice his/her
substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability(a)

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

(b)

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 bybreaching the third-party beneficiary rights under these Clauses. This is without prejudice to theliability 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 abreach 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 backfrom the other Party/ies that part of the compensation corresponding to its / their responsibility forthe damage.

(e)

The data importer may not invoke the conduct of a processor or sub-processor to avoid its own
liability.
Clause 13
Supervision

7

(f)

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 competentsupervisory authority.
The data importer agrees to submit itself to the jurisdiction of and cooperate with the competentsupervisory 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 themeasures adopted by the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the necessary actions havebeen taken.

(g)

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIESClause 14
Local laws and practices affecting compliance with the Clauses(a)

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

(b)

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

(c)

5

(i)

the specific circumstances of the transfer, including the length of the processing chain, thenumber 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 transferredpersonal data; the economic sector in which the transfer occurs; the storage location of thedata transferred;(ii)

the laws and practices of the third country of destination– including those requiring thedisclosure of data to public authorities or authorising access by such authorities – relevant inlight of the specific circumstances of the transfer, and the applicable limitations andsafeguards5;(iii)

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

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 tocooperate with the data exporter in ensuring compliance with these Clauses.
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 practicalexperience 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 orother 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 thispractical 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 toconsider carefully whether these elements together carry sufficient weight, in terms of their reliability andrepresentativeness, 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.

8

(d)

The Parties agree to document the assessment under paragraph (b) and make it available to thecompetent 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 inthe laws of the third country or a measure (such as a disclosure request) indicating an application ofsuch 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 tobelieve 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 toensure security and confidentiality) to be adopted by the data exporter and/or data importer toaddress 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 competentsupervisory authority to do so. In this case, the data exporter shall be entitled to terminate thecontract, 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 withrespect to the relevant Party, unless the Parties have agreed otherwise. Where the contract isterminated 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

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 transferredpursuant 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 thelaws of the country of destination, the data importer agrees to use its best efforts to obtain a waiverof 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 demonstratethem 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 ofsuch challenges, etc.).

(d)

The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for theduration 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 Clause14(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,

9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 internationallaw 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 sounder the applicable procedural rules. These requirements are without prejudice to the obligationsof the data importer under Clause 14(e).
(b)

The data importer agrees to document its legal assessment and any challenge to the request fordisclosure and, to the extent permissible under the laws of the country of destination, make thedocumentation available to the data exporter. It shall also make it available to the competentsupervisory 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 timeand 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 toparagraph (c) shall at the choice of the data exporter immediately be returned to the data exporteror deleted in its entirety. The same shall apply to any copies of the data. The data importer shallcertify 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 tothe 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 thetransfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes partof 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.

10Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows forthird-party beneficiary rights. The Parties agree that this shall be the law of Spain.
Clause 18
Choice of forum and jurisdiction(a)Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(f)

The Parties agree that those shall be the courts of Spain.

(g)

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.

(h)

The Parties agree to submit themselves to the jurisdiction of such courts.

11

APPENDIX
EXPLANATORY NOTE:
It must be possible to clearly distinguish the information applicable to each transfer or category of transfers
and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data
importer(s). This does not necessarily require completing and signing separate appendices for eachtransfer/category of transfers and/or contractual relationship, where this transparency can achieved throughone appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.
ANNEX I
A. LIST OF PARTIES
See paragraph 5 of Schedule 2 of the relevant Data and IQ Agreement that incorporates these Clauses (“MainAgreement”).
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Applicable football players comprising the StatsBomb Data that the Customer shall have access to by accessing
the Service (the “Service Personal Data”).
For the purposes of these EU Standard Contractual Clauses and the accompanying UK International Data
Transfer Addendum, StatsBomb Data, Customer, and Service shall be defined as in the Main Agreement.
Categories of personal data transferred
Players names, characteristics and attributes.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into
consideration the nature of the data and the risks involved, such as for instance strict purpose limitation,access restrictions (including access only for staff having followed specialised training), keeping a record ofaccess to the data, restrictions for onward transfers or additional security measures.
Not applicable.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continuous throughout the term of the Main Agreement.
Nature of the processing
The provision of Service Personal Data comprised within the StatsBomb Data.
Purpose(s) of the data transfer and further processing
In order for the Customer to access the Service and associated data for its internal business purposes relating toprofessional football.
The period for which the personal data will be retained, or, if that is not possible, the criteria used todetermine that period
The term of the Main Agreement.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Not applicable.

C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
Agencia Española de Protección de Datos.

12

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL
MEASURES TO ENSURE THE SECURITY OF THE DATA
See paragraph 5 of Schedule 2 of the Main Agreement.

13Part 2
International Data Transfer Addendum to the EU SCCs
STANDARD DATA PROTECTION CLAUSES TO BE ISSUED BY THE COMMISSIONER UNDER S119A(1)DATA PROTECTION ACT 2018
VERSION B1.0, in force 21 March 2022

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The
Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it isentered into as a legally binding contract.
Part 1: Tables
Table 1: Parties​Start dateSee Section 5 of Schedule 2 of the relevant Data and IQ Agreement that incorporates
this Addendum (“Main Agreement”).
E​ xporter (who sends the RestrictedTransfer)I​mporter (who receives the RestrictedTransfer)​Parties’ details

See Section 5 of Schedule 2 of the Main
Agreement.

See Section 5 of Schedule 2 of the Main
Agreement.

​Key Contact

See Section 5 of Schedule 2 of the Main
Agreement.

See Section 5 of Schedule 2 of the Main
Agreement.

S​ ignature (if required
for the purposes ofSection ‎2)

​N/A

​N/A

​The Parties

Table 2: Selected SCCs, Modules and Selected Clauses​Addendum EU SCCs

☐ The version of the Approved EU SCCs which this Addendum is appended to,detailed below, including the Appendix Information:​Date: See Table 1: Parties, Start date.
​Reference (if any):​Other identifier (if any):​Or☐ the Approved EU SCCs, including the Appendix Information and with only thefollowing modules, clauses or optional provisions of the Approved EU SCCs
brought into effect for the purposes of this Addendum:14​ odule inM
operation​1​ lause 7
C(Docking
Clause)​ lause 11
C(Option)

​🗹

​🗷

​🗹

​ lause 9aC​Clause 9a​Is personal data
(Prior(Time period) received from the
Authorisation
Importer combinedor Generalwith personal data
Authorisationcollected by the)
Exporter?
​

​

​

​2

​

​

​

​

​

​

​3

​

​

​

​

​

​

​4

​

​

​

​

​

​

Table 3: Appendix Information“Appendix Information” means the information which must be provided for the selected modules as set out in
the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:​Annex 1A: List of Parties: See Table 1​ nnex 1B: Description of Transfer: See Annex 1 B of the Appendix to the accompanying EU Standard
A
Contractual Clauses.
​ nnex II: Technical and organisational measures including technical and organisational measures to ensureA
the security of the data: See Section 5 of Schedule 2 of the Main Agreement.
​Annex III: List of Sub processors (Modules 2 and 3 only): N/A
Table 4: Ending this Addendum when the Approved Addendum Changes
E​ nding thisAddendum whenthe Approved
Addendumchanges​Which Parties may end this Addendum as set out in Section 19:​☐ Importer​☐ Exporter​☐ neither Party

Part 2: Mandatory Clauses
Entering into this Addendum
1.

Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for theother 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 purposeof making Restricted Transfers, the Parties may enter into this Addendum in any way that makes themlegally 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 theApproved EU SCCs.

15

Interpretation of this Addendum
3.

Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have thesame meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:​AddendumT​ his International Data Transfer Addendum which is made up of thisAddendum incorporating the Addendum EU SCCs.

​Addendum EU SCCs

T​ he version(s) of the Approved EU SCCs which this Addendum is appended to,as set out in Table 2, including the Appendix Information.

​Appendix Information​As set out in Table ‎3.

​Appropriate Safeguards

T​ he standard of protection over the personal data and of data subjects’ rights,
which is required by UK Data Protection Laws when you are making a
Restricted Transfer relying on standard data protection clauses under Article
46(2)(d) UK GDPR.

​Approved AddendumT​ he template Addendum issued by the ICO and laid before Parliament inaccordance with s119A of the Data Protection Act 2018 on 2 February 2022, as
it is revised under Section 18.

​Approved EU SCCs

T​ he Standard Contractual Clauses set out in the Annex of Commission
Implementing Decision (EU) 2021/914 of 4 June 2021.

​ICO​The Information Commissioner.

​Restricted Transfer​A transfer which is covered by Chapter V of the UK GDPR.

​UK​The United Kingdom of Great Britain and Northern Ireland.

​UK Data Protection Laws

​ ll laws relating to data protection, the processing of personal data, privacyA
and/or electronic communications in force from time to time in the UK,
including the UK GDPR and the Data Protection Act 2018.

​UK GDPR​As defined in section 3 of the Data Protection Act 2018.

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 mostclosely aligns with UK Data Protection Laws applies.

16

8.

Any references to legislation (or specific provisions of legislation) means that legislation (or specificprovision) as it may change over time. This includes where that legislation (or specific provision) has been
consolidated, re-enacted 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 relatedagreements 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 theextent that UK Data Protection Laws apply to the data exporter’s processing when making thatdata transfer, and they provide Appropriate Safeguards for those data transfers;b.

Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; andc.

this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the lawsof England and Wales and (2) any dispute arising from it is resolved by the courts of England andWales, 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, theprovisions 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 toprocessors, 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 aretransferred and the purpose(s) for which they are transferred) are those specified in Annex I.B

17

where UK Data Protection Laws apply to the data exporter’s processing when making thattransfer.”;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”;

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 Parliamentand of the Council of 27 April 2016 on the protection of natural persons with regard to the processingof 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 themselvesto the jurisdiction of such courts.”; ando.

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.

18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.
b.

makes reasonable and proportionate changes to the Approved Addendum, including correcting
errors in the Approved Addendum; and/orreflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved
Addendum are effective and whether the Parties need to review this Addendum including the Appendix
Information. This Addendum is automatically amended as set out in the revised Approved Addendum
from the start date specified.
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:aits direct costs of performing its obligations under the Addendum; and/orb

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:​Mandatory Clauses

19​ art 2: Mandatory Clauses of the Approved Addendum, being the templateP
Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with
s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under
Section ‎18 of those Mandatory Clauses.