CELEX: 
Language: en
Date: 2020-11-12
Title: COMMISSION IMPLEMENTING DECISION (EU) …/… on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council

COMMISSION IMPLEMENTING DECISION (EU) …/…
            
            
               of XXX
            
            
               on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council
            
            
               (Text with EEA relevance)
            
            
               THE EUROPEAN COMMISSION,
            
            
               Having regard to the Treaty on the Functioning of the European Union,
            
            
               Having regard to 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, and repealing Directive 95/46/EC (General Data Protection Regulation)
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               , and in particular Article 28(7) and Article 46(2)(c) thereof,
            
            
               Whereas:
            
            
               (1)Technological developments are facilitating cross-border data flows necessary for the expansion of international cooperation and international trade. At the same time, where personal data is transferred to third countries, it has to be ensured that the level of protection of natural persons guaranteed by Regulation (EU) 2016/679 is not undermined, including in cases of onward transfers.
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                In this respect, the provisions on data transfers in Chapter V of Regulation (EU) 2016/679 are intended to ensure the continuity of that high level of protection where personal data is transferred to a third country.
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               (2)Pursuant to Article 46(1) of Regulation (EU) 2016/679, in the absence of an adequacy decision of the Commission pursuant to Article 45(3) of that Regulation, a controller or processor may transfer personal data to a third country  only if it has provided appropriate safeguards, and on the condition that enforceable rights and effective legal remedies for data subjects are available. Such safeguards may be provided for by standard data protection clauses adopted by the Commission pursuant to Article 46(2)(c) of Regulation (EU) 2016/679. 
            
            
               (3)The role of standard contractual clauses is limited to ensuring appropriate data protection safeguards for international data transfers. Therefore, the controller or processor transferring the personal data to a third country or (‘data exporter’) and the controller or processor receiving the personal data (‘data importer’) are free to include those standard contractual clauses in a wider contract, and to add other clauses or additional safeguards provided that they do not contradict, directly or indirectly, the standard contractual clauses  or prejudice the fundamental rights or freedoms of data subjects. Controllers and processors are encouraged to provide additional safeguards via contractual commitments that supplement the standard contractual clauses.
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                Reliance on the standard contractual clauses is notwithstanding any contractual obligations of the data exporter and/or importer to ensure respect for applicable privileges and immunities.
            
            
               (4)Beyond relying on standard contractual clauses to provide appropriate safeguards for transfers pursuant to Article 46(1) of Regulation (EU) 2016/679, the data exporter has to fulfil its general responsibilities as controller or processor in accordance with Regulation (EU) 2016/679. Those responsibilities include among other responsibilities, the obligation of the controller to provide data subjects with information about the fact that it intends to transfer personal data to a third country or in accordance with Article 13(1)(f) and Article 14(1)(f) of Regulation (EU) 2016/679. In the case of transfers referred to in Article 46 of Regulation (EU) 2016/679, it includes a reference to the appropriate safeguards as well as the means by which to obtain a copy of them or information where they have been made available.
            
            
               (5)Commission Decision 2001/497/EC
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                , as well as Commission Decision 2010/87/EU
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                , adopted standard contractual clauses in order to facilitate the transfer of personal data from a data controller established in the Union to other controllers or processors established in a third country which does not offer an adequate level of protection. Those decisions were based on Directive 95/46/EC of the European Parliament and of the Council.
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               (6)Pursuant to Article 46(5) of Regulation (EU) 2016/679, Decision 2001/497/EC and Implementing Decision 2010/87/EU, as amended, remain in force until amended, replaced or repealed, if necessary, by a Commission decision adopted pursuant to Article 46(2) of that Regulation. At the same time, the standard contractual clauses needed to be updated in light of new requirements in Regulation (EU) 2016/679. Moreover, since the adoption of these decisions, important developments have taken place in the digital economy, with the widespread use of new and more complex processing operations often involving multiple data importers and exporters, long and complex processing chains as well as evolving business relationships. This calls for a modernisation of the standard contractual clauses to better reflect those realities, by covering additional processing and transfer situations and to use a more flexible approach, for example with respect to the number of parties able to join the contract. 
            
            
               (7)The standard contractual clauses  set out in the Annex to this Decision may be used by a controller or a processor in order to provide appropriate safeguards within the meaning of Article 46(1) of Regulation (EU) 2016/679 for the transfer of personal data to a processor or a controller established in a third country. This also includes the transfer of personal data by a controller or processor not established in the Union, to the extent that the processing is subject to Regulation (EU) 2016/679 pursuant to Article 3(2) thereof, because it relates to the offering of goods or services to data subjects in the Union or the monitoring of their behaviour as far as their behaviour takes place within the Union. 
            
            
               (8)The standard contractual clauses may also be used for the transfer of personal data to a sub-processor in a third country by a processor that is not a Union  institution or body, processing personal data on behalf of such an Union  institution or body in accordance with Article 29 of Regulation (EU) 2018/1725 of the European Parliament and of the Council
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               . Doing so will also ensure compliance with Article 29(4) of Regulation (EU) 2018/1725, 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) 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 [….]. 
            
            
               (9)Where the processing involves data transfers from controllers subject to Regulation (EU) 2016/679 to processors outside the territorial scope of application of that Regulation or from processors subject to Regulation (EU) 2016/679 to sub-processors outside the territorial scope of that Regulation, the standard contractual clauses set out in the Annex to this Decision should also allow to fulfil the requirements of Article 28(3) and (4) of Regulation (EU) 2016/679. 
            
            
               (10)The standard contractual clauses set out in the Annex to this Decision combine general clauses with a modular approach to cater for various transfer scenarios and the complexity of modern processing chains. In addition to the general clauses, controllers and processors should select the module applicable to their situation, which makes it possible to tailor their obligations under the standard contractual clauses to their corresponding role and responsibilities in relation to the data processing at issue. It should be possible for more than two parties to adhere to the standard contractual clauses. Moreover, additional controllers and processors should be allowed to accede to the standard contractual clauses as data exporters or importers throughout the life cycle of the contract of which those clauses form a part.
            
            
               (11)In order to provide appropriate safeguards, the standard contractual clauses should ensure that the personal data transferred on that basis are afforded a level of protection essentially equivalent to that which is guaranteed within the Union.
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                With a view to ensuring transparency of processing, data subjects should be provided with a copy of the standard contractual clauses and should be informed, in particular, of any change of purpose and of the identity of any third party to which the personal data is disclosed. Onward transfers by the data importer to a recipient in another third country should be allowed only if such recipient accedes to the standard contractual clauses, if the continuity of protection is ensured otherwise or on the basis of the explicit, informed consent of the data subject.
            
         
         
            
               (12)With certain exceptions, in particular as regards certain obligations that exclusively concern the relationship between the data exporter and data importer, data subjects should be able to invoke, and where necessary enforce, the standard contractual clauses as third-party beneficiaries. Therefore, while the parties should be allowed to choose the law of one of the Member States as governing the standard contractual clauses, such law must allow for third party beneficiary rights. In order to facilitate individual redress, the standard contractual clauses should require the data importer to inform data subjects of a contact point and to promptly deal with any complaints or requests. In the event of a dispute between the data importer and a data subject who invokes his or her rights as a third-party beneficiary, which is not amicably resolved, the data subject should be able to lodge a complaint with the competent supervisory authority or refer the dispute to the competent courts in the EU. 
            
            
               (13)In order to ensure effective enforcement, the data importer should be required to submit to the jurisdiction of such authority and courts and to commit to abide by any binding decision under the applicable Member State law. In particular, the data importer should agree to respond to inquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. In addition, the data importer should have the option to offer data subjects the possibility to seek redress before an independent dispute resolution body, at no cost. In line with Article 80(1) of Regulation (EU) 2016/679, data subjects should be allowed to be represented by associations or other bodies in disputes against the data importer if they so wish and if authorised by national law.
            
            
               (14)The standard contractual clauses should provide for rules on liability between the parties and with respect to data subjects, as well as rules on indemnification between the parties. Where the data subject suffers material or non-material damage as a consequence of any breach of the third party beneficiary rights under the standard contractual clauses, he or she should be entitled to compensation. This should be without prejudice to any liability under Regulation (EU) 2016/679.
            
            
               (15)In the case of a transfer to a data importer acting as a processor or sub-processor, specific requirements should apply in accordance with Article 28(3) of Regulation (EU) 2016/679. The standard contractual clauses should require the data importer to make available all information necessary to demonstrate compliance with the obligations set out in the clauses and to allow for and contribute to audits of its processing activities by the data exporter. With respect to the engagement of any sub-processor by the data importer, in line with Article 28(2) and  (4) of Regulation (EU) 2016/679, the standard contractual clauses should in particular set out the procedure for general or specific authorisation from the data exporter as well as the requirement for a written contract with the sub-processor ensuring the same level of protection as under those clauses.
            
            
               (16)It is appropriate to provide different safeguards in the standard contractual clauses for the specific situation of a transfer of personal data by a processor in the Union to its controller in a third country, which reflect the limited self-standing obligations for processors under Regulation (EU) 2016/679. In particular, the standard contractual clauses should stipulate the obligation of the Union processor to inform the controller in the third country if it is unable to follow instructions that would infringe Union data protection law, and of the controller to refrain from any actions that would prevent the processor from fulfilling its obligations under Regulation (EU) 2016/679. They should also require the parties to assist each other in responding to inquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing in the Union, under Regulation (EU) 2016/679. Additional requirements to address any effects of the laws of the third country of destination on the controller’s compliance with the standard contractual clauses, and in particular how to deal with binding requests from public authorities in the third country for disclosure of the personal data transferred should apply where the Union processor combines the personal data received from the controller in the third country with personal data collected by the processor in the Union. Conversely, no such requirements are justified where the outsourcing merely involves the processing and transfer back of personal data received from the controller and which in any event has been and will remain subject to the jurisdiction of the third country at issue.
            
            
               (17)The parties should be able to demonstrate compliance with the standard contractual clauses. In particular, the data importer should be required to keep appropriate documentation for the processing activities under its responsibility, and to promptly inform the data exporter if it is unable to comply with the clauses, for whatever reason. In turn, the data exporter should suspend the transfer and, in particularly serious cases, have the right to terminate the contract where the data importer is in breach of, or unable to comply with, the standard contractual clauses. Specific rules should apply in case of local laws affecting compliance with the clauses. Personal data that had already been transferred prior to the termination of the contract and any copies thereof, should at the choice of the data exporter be returned to the data exporter or destroyed in their entirety. 
            
            
               (18)The standard contractual clauses should provide for specific safeguards, in particular in light of the case law of the Court of Justice,
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                to address any effects of the laws of the third country of destination on the data importer’s compliance with the clauses, and in particular how to deal with binding requests from public authorities in the third country for disclosure of the personal data transferred.
            
            
               (19)The transfer and processing of personal data under standard contractual clauses should only take place if the laws of the third country of destination do not prevent the data importer from complying with those clauses. In this respect, laws 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 should not be considered as being in contradiction with the standard contractual clauses. The parties should warrant that, at the time of agreeing to the standard contractual clauses, they have no reason to believe that the laws applicable to the data importer are not in line with these requirements.
            
            
               (20)To that end, they should in particular take into account the specific circumstances of the transfer (such as the content and duration of the contract, the nature of the data transferred, the type of recipient, the purpose of the processing and any relevant practical experience indicating the existence or absence of prior instances of requests for disclosure from public authorities received by the data importer for the type of data transferred), the laws of the third country of destination relevant in light of the circumstances of the transfer and any additional safeguards (including technical and organisational measures applied during transmission and to the processing of the personal data in the country of destination).
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               (21)The data importer should notify the data exporter if, after having agreed to the clauses, it has reason to believe that it is not able to comply with the standard contractual clauses. If the data exporter receives such a notification or otherwise becomes aware that the data importer is no longer able to comply with the standard contractual clauses, it should identify appropriate measures to address the situation, if necessary in consultation with the competent supervisory authority. Such measures may include supplementary measures adopted by the data exporter and/or data importer, such as technical or organisational measures to ensure security and confidentiality. The standard contractual clauses should require the data exporter to notify the competent supervisory authority if, based on its assessment that these additional measures will allow the data importer to fulfil its obligations under the Clauses, it intends to continue the transfer, including of the reasons for continuing the transfer and the supplementary measures taken. The data exporter should be required to suspend the transfer if it considers that no appropriate safeguards can be ensured, or if instructed by the competent supervisory authority to do so.
            
            
               (22)The data importer should, to the extent possible, notify the data exporter and the data subject if it receives a legally binding request by a public authority under the law of the country of destination for disclosure of personal data or becomes aware of any direct access by public authorities to personal data transferred pursuant to the standard contractual clauses in accordance with the law of the third country of destination. If, despite having made its best efforts, the data importer is not in a position to notify the data exporter and/or the data subject of specific disclosure requests, it should provide the data exporter with the greatest possible amount of relevant information on the requests received. In addition, the data importer should provide the data exporter with aggregate information in regular intervals. The data importer should also be required to document any request for disclosure received and the response provided, and make that information available to the data exporter or the competent supervisory authority, or both, upon request. Moreover, if, following a review of the legality of such request under the law of the country of destination, the data importer concludes that there are grounds to challenge the request, it should pursue such a challenge. In any event, if the data importer is no longer able to comply with the standard contractual clauses, it should inform the data exporter of such inability, including where it is the consequence of a request for disclosure. 
            
            
               (23)As stakeholder needs, technology and processing operations may change, the Commission should evaluate the operation of the standard contractual clauses in the light of experience, as part of the periodic evaluation of Regulation (EU) 2016/679 referred to in Article 97 of that Regulation. 
            
            
               (24)Decision 2001/497/EC, as amended, and Decision 2010/87/EU should be repealed. During a transitional period of one year from the date of entry into force of this Decision, controllers or processors may, for the purpose of Article 46(1) of Regulation (EU) 2016)679, continue to rely on standard contractual clauses set out in Decisions 2001/497/EC and 2010/87/EU for the performance of a contract concluded between them before that date, provided the contract remains unchanged, with the exception of necessary supplementary measures in order to ensure that the transfer of personal data is subject to appropriate safeguards within the meaning of Article 46(1) of Regulation (EU) 2016/679. In the case of relevant changes to the contract, the data exporter should be required to rely on a new ground for data transfers under the contract, in particular by replacing the existing standard contractual clause with the standard contractual clauses set out in the Annex of this Decision. The same should apply to any sub-contracting of processing operations covered by the contract to a (sub-) processor. 
            
            
               (25)[PLACEHOLDER: The European Data Protection Supervisor and the European Data Protection Board were consulted in accordance with Article 42(1) and (2) of Regulation (EU) 2018/1725 and delivered a [joint opinion] on […]
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               , which has been taken into consideration in the preparation of this Decision.]
            
            
               (26)[PLACEHOLDER: The measures provided for in this Decision are in accordance with the opinion of the Committee established under Article 93 of Regulation (EU) 2016/679.]
            
            
               HAS ADOPTED THIS DECISION: 
            
            
               Article 1
            
            
               1.The standard contractual clauses set out in the Annex are considered to provide appropriate safeguards within the meaning of Article 46(1) and  (2)(c) of Regulation (EU) 2016/679 for the transfer of personal data from a controller or processor subject to Regulation (EU) 2016/679 (data exporter) to a controller or (sub-) processor not subject to Regulation (EU) 2016/679 (data importer).
            
            
               2.The standard contractual clauses also set out the rights and obligations of controllers and processors with respect to the matters referred to in Article 28(3) and (4) of Regulation (EU) 2016/679 in so far as the transfer of personal data from a controller to a processor, or from a processor to a sub-processor is concerned. 
            
            
               Article 2
            
         
         
            
               This Decision does not affect the obligations of the data exporter or the rights of data subjects under Regulation (EU) 2016/679. 
            
            
               Article 3
            
            
               Whenever the competent authorities in the Member States exercise their corrective powers pursuant to Article 58 of Regulation (EU) 2016/679 where the data importer is or has become subject to laws in the third country of destination that prevent it from complying with the standard contractual clauses set out in the Annex, leading to the suspension or ban of data transfers to third countries based on the standard contractual clauses set out in the Annex, the Member State concerned shall, without delay, inform the Commission, which will forward the information to the other Member States.  
            
            
               Article 4
            
            
               The Commission shall evaluate the practical application of the standard contractual clauses set out in the Annex on the basis of all available information as part of the periodic evaluation required by Article 97 of Regulation (EU) 2016/679. 
            
            
               Article 5
            
            
               This Decision shall enter into force on the […] day following that of its publication in the Official Journal of the European Union.
            
            
               Article 6
            
            
               1.Decision 2001/497/EC is repealed.
            
            
               2.Decision 2010/87/EU is repealed.
            
            
               3.For a period of one year from the date of entry into force of this Decision, data exporters and data importers may, for the purpose of Article 46(1) of Regulation (EU) 2016)679, continue to rely on standard contractual clauses set out in Decisions 2001/497/EC and 2010/87/EU for the performance of a contract concluded between them before that date, provided the contract remains unchanged, with the exception of necessary supplementary measures in order to ensure that the transfer of personal data is subject to appropriate safeguards within the meaning of Article 46(1) of Regulation (EU) 2016/679.
            
            
            
               Done at Brussels,
            
            
               
                     For the Commission
               
               
                     Ursula VON DER LEYEN
                     The President 
                     
                  
            
         
         
      
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               ANNEX 
            
            
            
               STANDARD CONTRACTUAL CLAUSES
            
            
            
               SECTION I
            
            
               Clause 1
            
            
               Purpose and scope 
            
            
               (a)The purpose of these standard contractual clauses (the 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)
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                [for the transfer of personal data to a third country].
            
            
               (b)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 an intermediary entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”).
            
            
               have agreed to these standard data protection clauses (hereinafter: “Clauses”). 
            
            
               (c)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 add or update information in the Annexes. This does not prevent the Parties from including the standard contractual clauses laid down in this Clauses in a wider contract, and to add other clauses or additional safeguards provided that they do not contradict, directly or indirectly, the standard contractual clauses or prejudice the fundamental rights or freedoms of data subjects. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of the Regulation (EU) 2016/679
            
            
               (d)These Clauses apply with respect to the transfer of personal data as specified in Clause 5 of Section I [Description of the Transfer(s)]. 
            
            
               (e)Annexes I, II and III form an integral part of these Clauses.
            
            
               Clause 2
            
            
               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)Section I;
            
         
         
            
               (II)Section II - Module One: Clause 1.5 (d) and Clause 1.9(b); Module Two: Clause 1.9(a), (c), (d) and (e); Module Three: Clause 1.1 and Clause 1.9(a), (c), (d) and (e); Module Four: Clause 1.1, Clause 1.2 and Clause 1.3;
            
            
               (III)Section II, Clause 3.1 (c), (d) and (e);
            
            
               (IV)Section II, Clause 4; 
            
            
               (V)Section II - Module One: Clause 7(a), (b); Modules Two and Three: Clause 7(a), (b);
            
            
               (VI)Section II, Clause 8;
            
            
               (VII)Section II, Clause 9;
            
            
               (VIII)Section III, Clause 1 and Clause 3(a), (b).
            
            
               (b)Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
            
            
               Clause 3
            
            
               Interpretation
            
            
               (a)Where these Clauses use the terms 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 4
            
            
               Hierarchy
            
            
               In the event of a conflict between these Clauses and the provisions of any other agreement between the Parties existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
            
            
               Clause 5
            
            
               Description of the transfer(s)
            
            
               The details of the transfer(s), and in particular the categories of personal data that are transferred and the purposes for which they are transferred, are specified in Annex I.B [Description of the transfer(s)].
            
            
         
         
            
               Clause 6 - Optional
            
            
               Docking clause
            
            
               (a)An entity that is not a Party to the 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 Annex I.A [List of Parties], Annex I.B [Description of the transfer(s)] and Annex II [Technical and organisational measures].  
            
            
               (b)Once Annex I.A. is completed and signed, the acceding entity shall be treated as a Party to these Clauses and shall have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
            
            
               (c)The acceding Party shall have no rights or obligations arising from the period prior to the date of signing Annex I.A.
            
            
            
               SECTION II – OBLIGATIONS OF THE PARTIES
            
            
               Clause 1
            
            
               Data protection safeguards
            
            
               The data exporter warrants that it has used reasonable efforts to determine that the data importer is able to satisfy its obligations under these Clauses. 
            
            
            
               MODULE ONE: Transfer controller to controller
            
            
               1.1Purpose
            
            
               The data importer shall not process the personal data for any purposes that are incompatible with the specific purpose(s) of the transfer, as set out in Annex I.B. [Description of the transfer(s)], unless it has obtained the data subject’s prior consent.
            
            
               1.2Transparency 
            
            
               (a)In order to enable data subjects to effectively exercise their rights pursuant to Clause 5 of Section II, the data importer shall inform them, either directly or through the data exporter:
            
            
               (I)of its identity and contact details;
            
            
               (II)where it intends to process the personal data received from the data exporter for a different purpose than the purpose(s) of the transfer pursuant to Annex I.B. [Description of the transfer(s)], of that different purpose;
            
            
               (III)where it intends to disclose the personal data to any third party, of the identity of that third party and the purpose of such disclosure.
            
            
               (b)Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing such information proves impossible or would involve a disproportionate effort. In the latter case, the data importer shall, to the extent possible, make the information publicly available.
            
         
         
            
               (c)The Parties shall provide the data subject with a copy of the Clauses upon request. To the extent necessary to protect business secrets or other confidential information, the Parties may redact the text of the Annexes to these Clauses prior to sharing a copy, but shall provide a meaningful summary where otherwise the data subject would not be able to understand the content of the Annexes.
            
            
               (d)Subparagraphs (a) to (c) are notwithstanding the obligations of the data exporter under Articles 13 and 14 Regulation (EU) 2016/679, in particular to inform the data subject about the transfer of special categories of data.  
            
            
               1.3Accuracy and data minimisation
            
            
               (a)The Parties shall ensure that the personal data is accurate and kept up to date, to the extent necessary having regard to the purpose(s) of processing. 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 is necessary in relation to the purpose(s) of processing. 
            
            
               1.4Storage limitation
            
            
               The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation
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                of the data and all of its back-ups at the end of the retention period.
            
            
               1.5Security of processing
            
            
               (a)The data importer and, during the transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including  protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter “data breach”). In assessing the appropriate level of security, they shall take due account of the risks involved in the processing, the nature of the personal data and the nature, scope, context and purposes of processing, and in particular consider encryption during transmission and anonymisation or pseudonymisation where this does not prevent fulfilling the purpose of processing. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
            
            
               (b)The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
            
            
               (c)In the event of a data breach concerning personal data processed by the data importer, the data importer shall take appropriate measures to address the data breach, including measures to mitigate its possible adverse effects.
            
            
               (d)If a data breach is likely to result in significant adverse effects, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority within the meaning of Clause 9 of Section II [Supervision]. 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 data 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 the information at the same time, it may do so in phases without undue further delay.
            
            
               (e)In addition, in such cases, the data importer shall also, if necessary in cooperation with the data exporter, notify without undue delay the data subjects concerned of the data breach, together with the information referred to in subparagraph c), ii) to iv), unless this would involve disproportionate efforts. 
            
            
               (f)The data importer shall document all relevant facts relating to the data breach, including its effects and any remedial action taken, and keep a record thereof.
            
            
               1.6Special categories of personal data
            
            
               To the extent the transfer includes personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic 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 (hereinafter “special categories of data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may for instance include restricting personnel permitted to access the personal data, additional security measures (such as pseudonymisation) or additional restrictions with respect to further disclosure.
            
            
               1.7Onward transfers
            
            
               The data importer shall not disclose the personal data to a third party located outside the European Union
                  3
                (hereinafter “onward transfer”) unless the third party is or agrees to be bound by these Clauses. Alternatively, an onward transfer by the data importer may only take place if: 
            
            
               (I)the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation (EU) 2016/679 with respect to the processing in question;
            
         
         
            
               (II)the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 Regulation (EU) 2016/679 that covers the onward transfer; 
            
            
               (III)the third party enters into an agreement with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter; or
            
            
               (IV)the data importer has obtained the explicit consent of the data subject, after having informed him / her of the purpose(s) of the onward transfer, the identity of recipient(s) or categories of recipients and of the possible risks of such transfer to the data subject due to the lack of appropriate data protection safeguards for the onward transfer. In this case, the data importer shall inform the data exporter and, at the request of the data exporter, shall provide a copy of the information provided to the data subject.
            
            
               Any disclosure may only take place subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
            
            
               1.8Processing under the authority of the data importer
            
            
               The data importer shall ensure that any person acting under its authority, including a processor, does not process the data except on instructions from the data importer. 
            
            
               1.9Documentation and compliance
            
            
               (a)The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities under its responsibility.
            
            
               (b)The data importer shall make such documentation available to the competent supervisory authority on request.
            
            
            
               MODULE TWO: Transfer controller to processor
            
            
               1.1Instructions
            
            
               (a)The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give further instructions regarding the data processing, within the framework the contract agreed with the data importer, throughout the duration of the contract, but such instructions shall always be documented.
            
            
               (b)The data importer shall immediately inform the data exporter if it is unable to follow those instructions. 
            
            
               1.2Purpose limitation
            
            
               The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B [Description of the transfer(s)].
            
            
               1.3Transparency 
            
            
               The Parties shall provide the data subject with a copy of the Clauses upon request. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II, the Parties may redact the text of the Annexes to these Clauses prior to sharing a copy, but shall provide a meaningful summary where otherwise the data subject would not be able to understand the content of the Annexes. This is notwithstanding the obligations of the data exporter under Articles 13 and 14 Regulation (EU) 2016/679, in particular to inform the data subject about the transfer of special categories of data.  
            
            
               1.4Accuracy
            
            
               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. In this case the data importer shall cooperate with the data exporter to erase or rectify the data.
            
         
         
            
               1.5Storage limitation and erasure or return of data
            
            
               Processing by the data importer shall only take place for the duration specified in Annex I.B. Upon termination of the provision of the processing services, the data importer shall [[OPTION 1] delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so / [OPTION 2] return to the data exporter all personal data processed on its behalf and delete existing copies]. This is notwithstanding any requirements under local law applicable to the data importer prohibiting return or destruction of the personal data. In that case, the data importer [warrants] that it will guarantee, to the extent possible, the level of protection required by these Clauses and will only process it to the extent and for as long as required under that local law.
            
            
               1.6Security of processing
            
            
               (a)The data importer and, during the transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the risks involved in the processing, the nature of the personal data and the nature, scope, context and purposes of processing, and in particular consider encryption during transmission and anonymisation or pseudonymisation where this does not prevent fulfilling the purpose of processing. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall where possible remain under the exclusive control of the data exporter. In complying with this obligation, the data importer shall implement the technical and organisational measures specified in Annex II [Technical and organisational measures].
            
            
               (b)The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. 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. 
            
            
               (c)In the event of a personal data breach concerning personal data processed by the data importer, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to be taken to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall be provided subsequently as it becomes available without undue delay. 
            
            
               (d)The data importer shall cooperate in good faith with and assist the data exporter in any way necessary to enable the data exporter to comply with its obligations under the Regulation (EU) 2016/679, notably to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
            
            
               1.7Special categories of personal data
            
            
               To the extent the transfer includes personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “special categories of data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B [Description of the transfer(s)].
            
            
               1.8Onward transfers
            
            
               The data importer shall only disclose the personal data to a third party on the basis of documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union
                  4
                (hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses or, alternatively, an onward transfer by the data importer may only take place if: 
            
            
               (I)the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation (EU) 2016/679 with respect to the processing in question;
            
            
               (II)the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 Regulation (EU) 2016/679 that covers the onward transfer. 
            
            
               Any disclosure may only take place subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
            
            
               1.9Documentation and compliance
            
            
               (a)The data importer shall promptly and properly deal with inquiries from the data exporter that relate to the processing under these Clauses. 
            
            
               (b)The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities on behalf of the data exporter under its responsibility.
            
            
               (c)The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and allow for and contribute to reviews of data files and documentation, or of audits of the processing activities covered by these Clauses, in particular if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.   
            
            
               (d)The data exporter may choose to conduct the audit by itself, to mandate, at its own cost, an independent auditor or to rely on an independent audit mandated by the data importer. Where the data importer mandates an audit, it has to bear the costs of the independent auditor. Audits may also include inspections at the premises of the data importer and shall be carried out with reasonable notice. 
            
            
               (e)The data importer shall make the information referred to in paragraphs b) and c), including the results of any audits, available to the competent supervisory authority on request.
            
         
         
            
               MODULE THREE: Transfer processor to processor
            
            
               1.1Instructions
            
            
               (a)The data exporter has informed the data importer that it acts as processor under the instructions of the controller(s) as specified in Annex I.A. [List of parties], which the data exporter shall make available to the data importer prior to processing. 
            
            
               (b)The data importer shall process the personal data only on documented instructions from the controller and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further instructions regarding the data processing within the framework of the contract agreed with the data importer throughout the duration of the contract, but such instructions shall always be documented.
            
            
               (c)The data importer shall immediately inform the data exporter if it is unable to follow those instructions. To the extent the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller thereof.
            
            
               1.2Purpose limitation
            
            
               The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. [Description of the transfer(s)].
            
            
               1.3Transparency 
            
            
               The Parties shall provide the data subject with a copy of the Clauses upon request. To the extent necessary to protect business secrets or other confidential information, the Parties may redact the text of the Annexes to these Clauses prior to sharing a copy, but shall provide a meaningful summary where otherwise the data subject would not be able to understand the content of the Annexes. 
            
            
               1.4Accuracy
            
            
               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 and the controller without undue delay. In this case the data importer shall cooperate with the data exporter and the controller to rectify or erase the data.
            
            
               1.5Storage limitation and erasure or return of data
            
            
               Processing by the data importer shall only take place for the duration specified in Annex I.B. Upon termination of the provision of the processing services, the data importer shall [[OPTION 1] delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so/ [OPTION 2] return to the data exporter all personal data processed on its behalf and delete existing copies].  This is notwithstanding any requirements under local law applicable to the data importer prohibiting return or destruction of the personal data. In that case, the data importer [warrants] that it will guarantee, to the extent possible, the level of protection required by these Clauses and will only process it to the extent and for as long as required under that local law.
            
            
               1.6Security of processing
            
            
               (a)The data importer and, during the transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the risks involved in the processing, the nature of the personal data and the nature, scope, context and purposes of processing, and in particular consider encryption during transmission and anonymisation or pseudonymisation where this does not prevent fulfilling the purpose of processing. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall where possible remain under the exclusive control of the data exporter. In complying with this obligation, the data importer shall implement the technical and organisational measures specified in Annex II [Technical and organisational measures]. 
            
            
               (b)The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. 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.
            
            
               (c)In the event of a personal data breach concerning personal data processed by the data importer, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate, the controller after having become aware of it. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall be provided subsequently as it becomes available without undue delay. 
            
            
               (d)The data importer shall cooperate in good faith with and assist the data exporter in any way necessary to enable the data exporter to comply with its obligations under the GDPR, notably to notify its controller so that the latter may notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
            
            
               1.7Special categories of personal data
            
            
               To the extent the transfer includes personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “special categories of data”), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B [Description of the transfer(s)].
            
         
         
            
               1.8Onward transfers
            
            
               The data importer shall only disclose the personal data to a third party on the basis of documented instructions from the controller. In addition, the data may only be disclosed to a third party located outside the European Union
                  5
                (hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses or, alternatively, an onward transfer by the data importer may only take place if: 
            
            
               (I)the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 GDPR;
            
            
               (II)the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 GDPR that covers the onward transfer. 
            
            
               Any disclosure may only take place subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
            
            
               1.9Documentation and compliance
            
            
               (a)The data importer shall promptly and properly deal with inquiries from the data exporter or the controller that relate to the processing under these Clauses. 
            
            
               (b)The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities on behalf of the controller under its responsibility.
            
            
               (c)The data importer shall make available to the data exporter and the controller all information necessary to demonstrate compliance with the obligations set out in these Clauses and allow for and contribute to reviews of data files and documentation, or to audits of the processing activities covered by these Clauses, in particular if there are indications of non-compliance. In deciding on a review or audit, the controller or data exporter may take into account relevant certifications held by the data importer.   
            
            
               (d)The controller or data exporter may choose to conduct the audit by itself, to mandate, at its own cost, an independent auditor or to rely on an independent audit mandated by the data importer. Where the data importer mandates an audit, it has to bear the costs of the independent auditor. Audits may also include inspections at the premises of the data importer and shall be carried out with reasonable notice. 
            
            
               (e)The data importer shall make the information referred to in paragraphs b) and c), including the results of any audits, available to the competent supervisory authority on request.
            
            
            
               MODULE FOUR: Transfer processor to controller
            
            
               1.1Instructions
            
            
               (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 the GDPR 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 the GDPR, including as regards cooperation with competent supervisory authorities.
            
            
               1.2Security of processing
            
            
               The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during the transmission, and the protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. In assessing the appropriate level of security, they shall take due account of the risks involved in the processing, the nature of the personal data
                  6
                and the nature, scope, context and purposes of processing, and in particular consider encryption during transmission and anonymisation or pseudonymisation where this does not prevent fulfilling the purpose of processing.  
            
            
               1.3Documentation and compliance
            
         
         
            
               The Parties shall be able to demonstrate compliance with these Clauses.
            
            
               Clause 2
            
            
               Local laws affecting compliance with the Clauses
            
            
            
               MODULE ONE: Transfer controller to controller
            
            
               MODULE TWO: Transfer controller to processor
            
            
               MODULE THREE: Transfer processor to processor
            
            
               MODULE FOUR: Transfer processor to controller (only if 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 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 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) GDPR, are not in contradiction with the 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 content and duration of the contract; the scale and regularity of transfers; the length of the processing chain, the number of actors involved and the transmission channels used; the type of recipient; the purpose of processing; the nature of the personal data transferred; any relevant practical experience with prior instances, or the absence of requests for disclosure from public authorities received by the data importer for the type of data transferred;
            
            
               (II)the laws of the third country of destination relevant in light of the circumstances of the transfer, including those requiring to disclose data to public authorities or authorising access by such authorities, as well as the applicable limitations and safeguards; 
            
            
               (III)any safeguards in addition to those under these Clauses, including the technical and organisational 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 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 upon request.
            
            
               (e)The data importer agrees to promptly notify the data exporter 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 not in line with the requirements under paragraph a), including following a change of the laws in 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 under 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 the Clauses, the data exporter shall promptly identify appropriate measures (such as, for instance, technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and / or data importer to address the situation, if appropriate in consultation with the [for Module Three: controller and] competent supervisory authority. If the data exporter decides to continue the transfer, based on its assessment that these additional measures will allow the data importer to fulfil its obligations under the Clauses, the data exporter shall forward the notification to the competent supervisory authority together with an explanation, including a description of the measures taken. 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 [for Module Three: the controller or] the competent supervisory authority to do so. In this case, the data exporter shall inform the competent supervisory authority and shall be entitled to terminate the contract. In case the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the responsible Party, unless the Parties have agreed otherwise. When the contract is terminated pursuant to this Clause, Section III, Clause 1 (d) and (e) shall apply.
            
            
               Clause 3
            
            
               Obligations of the data importer in case of government access requests
            
            
         
         
            
               MODULE ONE: Transfer controller to controller
            
            
               MODULE TWO: Transfer controller to processor
            
            
               MODULE THREE: Transfer processor to processor
            
            
               MODULE FOUR: Transfer processor to controller (only if the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)
            
            
               3.1Notification
            
            
               (a)The data importer agrees to promptly notify the data exporter and, where possible, the data subject (if necessary with the help of the data exporter) if it: 
            
            
               (I)receives a legally binding request by a public authority under the laws of the country of destination for 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;
            
            
               (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.
            
            
               [For Module Three: The data exporter shall forward the notification to the controller.]
            
            
               (b)If the data importer is prohibited from notifying the data exporter and / or the data subject, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicate as much information and as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them upon request of the data exporter. 
            
            
               (c)To the extent permissible under the laws of the country of destination, the data importer agrees to provide to the data exporter, in regular intervals for the duration of the contract, the greatest possible amount of relevant information on the requests received (in particular, number of requests, type of data requested, requesting authority or authorities, whether requests have been challenged and the outcome of such challenges, etc.). [For Module Three: The data exporter shall forward the information to the controller.]
            
            
               (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 upon request. 
            
            
               (e)Paragraphs a) to c) are notwithstanding the obligation of the data importer pursuant to Clause 1 of Section III [Termination] to promptly inform the data exporter where it is unable to comply with these Clauses.
            
            
               3.2Review of legality and data minimisation
            
            
               (a)The data importer agrees to review, under the laws of the country of destination, the legality of the request for disclosure, notably whether it remains within the powers granted to the requesting public authority, and to exhaust all available remedies to challenge the request if, after a careful assessment, it concludes that there are grounds under the laws of the country of destination to do so. When challenging a request, the data importer shall seek interim measures with a view to suspend the effects of the request until the court has decided on the merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are notwithstanding the obligations of the data importer pursuant to Clause 2(e) of this Section.
            
            
               (b)The data importer agrees to document its legal assessment as well as any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make it available to the data exporter. It shall also make it available to the competent supervisory authority upon 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.
            
            
               Clause 4
            
            
               Use of sub-processors
            
            
         
         
            
               MODULE TWO: Transfer controller to processor
            
            
               (a)OPTION 1 SPECIFIC PRIOR AUTHORISATION: The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without its prior specific written authorisation. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the concerned sub-processor. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.
            
            
               OPTION 2 GENERAL WRITTEN AUTHORISATION: The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s). The list of sub-processors the data importer intends to engage can be found in Annex III. The data importer shall inform the data exporter in writing of any intended changes of that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the data exporter the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). The Parties shall keep Annex III up to date.
            
            
               (b)Where the data importer engages a sub-processor for carrying out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract which provides for the same data protection obligations as the ones binding the data importer under these Clauses, including in terms of third party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Section II, Clause 1.8 [Onward transfers]. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
            
            
               (c)The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and subsequent amendments to the data exporter. 
            
            
               (d)The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract. 
            
            
               (e)The data importer shall agree a third party beneficiary clause with the sub-processor whereby, in the event of bankruptcy of the data importer, the data exporter shall be a third party beneficiary to the sub-processor contract and shall have the right to enforce the contract against the sub-processor, including where applicable by instructing the sub-processor to erase or return the personal data.
            
            
            
               MODULE THREE: Transfer processor to processor
            
            
               (a)OPTION 1 SPECIFIC PRIOR AUTHORISATION: The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without prior specific written authorisation of the controller. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the concerned sub-processor. It shall inform the data exporter of such engagement. The list of sub-processors already authorised by the controller can be found in Annex III. The Parties shall keep Annex III up to date.
            
            
               OPTION 2 GENERAL WRITTEN AUTHORISATION: The data importer has the controller’s general authorisation for the engagement of sub-processor(s). The list of sub-processors the data importer intends to engage can be found in Annex III. The data importer shall inform the controller in writing of any intended changes of that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). It shall inform the data exporter of such engagement. The Parties shall keep Annex III up to date.
            
            
               (b)Where the data importer engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a written contract which provides for the same data protection obligations as the ones binding the data importer under these Clauses, including in terms of third party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Section II, Clause 1.8 [Onward transfers]. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
            
            
               (c)The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and subsequent amendments. 
            
            
               (d)The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract. 
            
            
               (e)The data importer shall agree a third party beneficiary clause with the sub-processor whereby, in the event of bankruptcy of the data importer, the data exporter shall be a third party beneficiary to the sub-processor contract and shall have the right to enforce the contract against the sub-processor, including where applicable by instructing the sub-processor to erase or return the personal data.
            
            
               Clause 5
            
            
               Data subject rights
            
            
            
               MODULE ONE: Transfer controller to controller
            
            
               (a)The data importer shall deal with any inquiries 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. The data importer shall take appropriate measures to facilitate such inquiries, 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, without undue delay and at the latest within one month
                  7
                of the receipt of the request:
            
            
               (I)provide confirmation to the data subject as to whether personal data concerning him / her is being processed and, where this is the case, provide a copy of the data relating to him / her as well as the information contained in Annex I, information on onward transfers and information on the right to lodge a complaint with the competent supervisory authority; 
            
            
               (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 in violation of any of these Clauses ensuring third party beneficiary rights. 
            
            
               (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)Where the data importer intends to make decisions based solely on the automated processing of the personal data transferred without human involvement (hereinafter “automated decisions”), which would produce legal effects concerning the data subject or similarly significantly affect him / her, it shall, when necessary in cooperation with the data exporter:
            
            
               (I)inform the data subject about the envisaged automated decision and the logic involved; 
            
            
               (II)implement suitable safeguards, at least by enabling the data subject to contest the automated decision, express his / her point of view and obtain review by a human being. 
            
            
               (e)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 of granting the request or refuse to act on the request.
            
            
               (f)The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) GDPR.
            
            
               (g)If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and about the possibility of lodging a complaint with the competent supervisory authority and / or seeking judicial review.
            
            
            
               MODULE TWO: Transfer controller to processor
            
            
               (a)The data importer shall promptly notify the data exporter about any inquiry or request received directly from a data subject. It shall not respond to that inquiry or request itself unless and until it has been authorised to do so by the data exporter.
            
            
               (b)Taking into account the nature of the processing, the data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ inquiries and requests for the exercise of their rights under the GDPR. 
            
            
            
               MODULE THREE: Transfer processor to processor
            
            
               (a)The data importer shall promptly notify the data exporter and, where appropriate, the controller about any inquiry or request received directly from a data subject, without responding to that inquiry or request unless and until it has been otherwise authorised to do so by the controller.
            
            
               (b)Taking into account the nature of the processing, the data importer shall assist the controller in fulfilling its obligations to respond to data subjects’ inquiries and requests for the exercise of their rights. 
            
            
         
         
            
               MODULE FOUR: Transfer processor to controller 
            
            
               The Parties shall assist each other in responding to inquiries 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 the GDPR.
            
            
               Clause 6
            
            
               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 or requests. It shall promptly deal with any complaints or requests by a data subject. 
            
            
               [OPTION: The data importer agrees that the data subject may also lodge a complaint with [Insert name of an independent dispute resolution body]
                  8
                at no cost to the data subject. It shall inform the data subject, in the manner set out in paragraph a), of this additional redress mechanism and that (s)he is not required to make use of such additional redress mechanism, or follow a particular sequence in seeking redress.]
            
            
            
               MODULE ONE: Transfer controller to controller
            
            
               MODULE TWO: Transfer controller to processor
            
            
               MODULE THREE: Transfer processor to processor
            
            
               (a)The Parties agree that if there is a dispute between a data subject and one of the Parties as regards compliance with these Clauses, they shall keep each other informed about such proceedings and, where appropriate, cooperate in resolving the issue in a timely fashion.   
            
            
               (b)Where the dispute is not amicably resolved and the data subject invokes a third-party beneficiary right pursuant to Clause 2 of Section I, the data importer accepts the decision of the data subject to: 
            
            
               (I)lodge a complaint with the competent supervisory authority within the meaning of Clause 9 of Section II [Supervision];
            
            
               (II)refer the dispute to the competent courts within the meaning of Clause 3 of Section III [Choice of forum and jurisdiction].
            
            
               (c)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) GDPR. 
            
            
               (d)The data importer accepts to abide by a decision binding under the applicable EU / Member State law.
            
            
               (e)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 7
            
            
               Liability
            
            
         
         
            
               MODULE ONE: Transfer controller to controller
            
            
               MODULE FOUR: Transfer processor to controller 
            
            
               (a)Each Party shall be liable to the other Party/ies for any material or non-material damages it causes the other Party/ies by any breach of these Clauses. 
            
            
               (b)Liability as between the Parties is limited to actual damage suffered. Punitive damages are excluded.
            
            
               (c)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 Party causes the data subject for any breach of the third party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under the GDPR.
            
            
               (d)Where more than one Party is responsible for any damage caused to the data subject resulting from a breach of these Clauses, both Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against either of these Parties.
            
            
               (e)The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
            
            
            
               MODULE TWO: Transfer controller to processor
            
            
               MODULE THREE: Transfer processor to processor
            
            
               (a)Each Party shall be liable to the other Party/ies for any material or non-material damages it causes the other Party/ies by any breach of these Clauses. 
            
            
               (b)Liability as between the Parties is limited to actual damage suffered. Punitive damages are excluded.
            
            
               (c)The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer causes the data subject for any breach of the third party beneficiary rights under these Clauses. 
            
            
               (d)The data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer causes the data subject for any breach of the third party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, the controller under the GDPR.
            
            
               (e)Where more than one Party is responsible for any damage caused to the data subject resulting from a breach of these Clauses, both Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against either of these Parties.
            
            
               (f)The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
            
            
               Clause 8
            
            
               Indemnification
            
            
               (a)The Parties agree that if one Party is held jointly and severally liable for a breach of these Clauses together with another Party, it is entitled to claim back as indemnification that part of the liability that corresponds to the other Party’s part of responsibility. 
            
            
               (b)Indemnification is contingent upon the Party to be indemnified:
            
         
         
            
               (I)promptly notifying the other Party of a claim, and
            
            
               (II)providing reasonable cooperation and assistance to the other Party in defence of such claim.
            
            
               Clause 9
            
            
               Supervision
            
            
               (a)The supervisory authority with responsibility for ensuring compliance by the data exporter with the GDPR as regards the data transfer, namely [Specify Supervisory Authority and Member State], shall act as competent supervisory authority. [Where the data exporter is not established in a Member State, but falls within the territorial scope of application of the GDPR according to its Article 3(2): The supervisory authority of the Member State where the data subjects whose personal data are transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, namely [Specify Member State], shall act as competent supervisory authority.] 
            
            
               (b)The data importer agrees to submit itself to the jurisdiction of the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to inquiries, submit itself to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
            
            
            
            
               SECTION III – FINAL PROVISIONS
            
            
               Clause 1
            
            
               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 notwithstanding Clause 2(f) of Section II.
            
            
               (c)The data exporter shall be entitled to terminate the contract 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, 
            
            
               (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 the competent supervisory authority regarding its obligations under these Clauses,
            
            
               In this case, 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 responsible Party, unless the Parties have agreed otherwise. 
            
            
               (d)Personal data that has already been transferred prior to the termination of the contract shall [for Modules One, Two and Three: at the choice of the data exporter immediately be returned to the data exporter or destroyed in their entirety. The same shall apply to any copies of the data] [for Module Four: be destroyed in their entirety, including any copy thereof]. The data importer shall certify the destruction of the data to the data exporter. These obligations are notwithstanding any requirements under local law applicable to the data importer that prohibits return or destruction of the personal data transferred. In that case, the data importer warrants that it will ensure, to the extent possible, the level of protection required by 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) GDPR that covers the transfer of personal data to which these Clauses apply; or (ii) the GDPR 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 the GDPR. 
            
         
         
            
               Clause 2
            
            
               Governing law
            
            
               [OPTION 1: These Clauses shall be governed by the law of one of the Member States of the European Union, provided such law allows for third party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).] 
            
            
               [OPTION 2 (for Module Two and Three): These Clauses shall be governed by the law of the Member State of the European Union where the data exporter is established. Where such law does not allow for third party beneficiary rights, they shall be governed by the law of another Member State of the European Union that allows for third party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).]  
            
            
               Clause 3
            
            
               Choice of forum and jurisdiction
            
            
               (a)Any dispute arising from these Clauses shall be resolved by the courts of a Member State of the European Union. The Parties agree to submit themselves to the jurisdiction of such courts.
            
            
               (b)The Parties agree that those shall be the courts of _____ (specify Member State).
            
            
               (c)Legal proceedings by a data subject against the data exporter and / or data importer may also be brought before the courts of the Member State where the data subject has his / her habitual residence.
            
            
               
            
               ANNEX I
            
            
            
               A. LIST OF PARTIES
            
            
            
               Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of the data exporter’s data protection officer and/or representative in the European Union] 
            
            
            
               1. Name: …
            
            
               Address: …
            
            
               Contact person’s name, position and contact details: …
            
            
               Activities relevant to the data transferred under the Clauses: …
            
         
         
            
               Signature and date: …
            
            
            
               2. …
            
            
            
               Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
            
            
               1. Name: …
            
            
               Address: …
            
            
               Contact person’s name, position and contact details: …
            
            
               Activities relevant to the data transferred under the Clauses: …
            
            
               Signature and date: …
            
            
            
               2. …
            
            
            
               [For processor to processor transfers: identity and contact details of the controller(s):
            
            
               1. Name: …
            
            
               Address: …
            
            
               Contact person’s name, position and contact details: …
            
            
               Activities relevant to the transfer: …
            
            
               Signature and date: …
            
            
         
         
            
               2. …]
            
            
               
            
               B. DESCRIPTION OF THE TRANSFER
            
            
            
               [For transfers to (sub-) processors, this annex reflects the corresponding instructions received from the controller(s):]
            
            
               Categories of data subjects whose personal data is transferred
            
            
               ………………………..
            
            
               Categories of personal data transferred
            
            
               ………………………..
            
            
               Special categories of personal data transferred (if applicable) and applied restrictions or safeguards that fully takes into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
            
            
               ………………………..
            
            
               Purpose(s) of the data transfer and further processing
            
            
               ………………………..
            
            
               Maximum data retention periods, if applicable
            
            
               ……………………..
            
            
               For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
            
            
               
            
               ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
            
            
               [For transfers to (sub-) processors, this annex reflects the corresponding instructions received from the controller(s):]
            
            
               Description of the technical and organisational measures implemented by the data importer(s), including any relevant certifications
            
         
         
            
               [TAKING INTO ACCOUNT THE NATURE, SCOPE, CONTEXT AND PURPOSES OF THE PROCESSING ACTIVITY AS WELL AS THE RISK FOR THE RIGHTS AND FREEDOMS OF NATURAL PERSONS, DESCRIBE ELEMENTS THAT ARE ESSENTIAL TO THE LEVEL OF SECURITY]
            
            
               For example:
            
            
            
               [DESCRIBE REQUIREMENTS FOR PSEUDONYMISATION AND ENCRYPTION OF PERSONAL DATA]
            
            
            
               [DESCRIBE REQUIREMENTS FOR ENSURING ONGOING CONFIDENTIALITY, INTEGRITY, AVAILABILITY AND RESILIENCE OF PROCESSING SYSTEMS AND SERVICES]
            
            
            
               [DESCRIBE REQUIREMENTS FOR THE ABILITY TO RESTORE THE AVAILABILITY AND ACCESS TO PERSONAL DATA IN A TIMELY MANNER IN THE EVENT OF A PHYSICAL OR TECHNICAL INCIDENT]
            
            
            
               [DESCRIBE REQUIREMENTS FOR PROCESSES FOR REGULARLY TESTING, ASSESSING AND EVALUATING THE EFFECTIVENESS OF TECHNICAL AND ORGANISATIONAL MEASURES FOR ENSURING THE SECURITY OF THE PROCESSING]
            
            
            
               [DESCRIBE REQUIREMENTS FOR USERS INDENTIFICATION AND AUTHORISATION] 
            
            
            
               [DESCRIBE REQUIREMENTS FOR THE PROTECTION OF DATA DURING TRANSMISSION]
            
            
            
               [DESCRIBE REQUIREMENTS FOR THE PROTECTION OF DATA DURING STORAGE]
            
            
            
               [DESCRIBE REQUIREMENTS FOR PHYSICAL SECURITY OF LOCATIONS AT WHICH PERSONAL DATA ARE PROCESSED]
            
            
            
               [DESCRIBE REQUIREMENTS FOR EVENTS LOGGING]
            
         
         
            
            
               [DESCRIBE REQUIREMENTS FOR SYSTEM CONFIGURATION, INCLUDING DEFAULT CONFIGURATION]
            
            
            
               [DESCRIBE REQUIREMENTS FOR INTERNAL IT AND IT SECURITY GOVERNANCE AND MANAGEMENTS]
            
            
            
               [DESCRIBE REQUIREMENTS FOR CERTIFICATION / ASSURANCE OF PROCESSES AND PRODUCTS]
            
            
            
               [DESCRIBE REQUIREMENTS FOR DATA AVOIDANCE AND MINIMISATION]
            
            
            
               [DESCRIBE REQUIREMENTS FOR DATA QUALITY]
            
            
            
               [DESCRIBE REQUIREMENTS FOR DATA RETENTION]
            
            
            
               [DESCRIBE REQUIREMENTS FOR ACCOUNTABILITY]
            
            
            
               [DESCRIBE REQUIREMENTS FOR DATA PORTABILITY AND DATA DISPOSAL]
            
            
            
               For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the data processor to be able to provide assistance to the controller
            
            
               
            
               ANNEX III – List of Sub-Processors
            
         
         
            
            
            
         
         
            
                  
                     (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 the 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) 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 […].
               
               
                  
                     (2)
                   In line with recital 26 of the Regulation (EU) 2016/679, this requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone, and that this process is irreversible.
               
               
                  
                     (3)
                   The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereof. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purposes of these Clauses.
               
               
                  
                     (4)
                   The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereof. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purposes of these Clauses.
               
               
                  
                     (5)
                   The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereof. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purposes of these Clauses.
               
               
                  
                     (6)
                   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 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.
               
               
                  
                     (7)
                   That period may be extended by a maximum of two more months, to the extent necessary taking into account the complexity and number of requests. The data importer shall duly and promptly inform the data subject of any such extension. 
               
               
                  
                     (8)
                   The data importer may only offer independent dispute resolution through an arbitration body, if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.