Data Processing Addendum

THIS DATA PROCESSING ADDENDUM (“ADDENDUM”) SUPPLEMENTS THE NOVA MASTER SERVICES AGREEMENT, AS APPLICABLE (THE “AGREEMENT”), ENTERED INTO BY AND BETWEEN THE CUSTOMER ENTITY THAT IS A PARTY TO THE AGREEMENT (“CUSTOMER”) AND NOVA ORBIS, INC. (“NOVA”), (COLLECTIVELY, THE “PARTIES”). BY ENTERING INTO THE AGREEMENT, CUSTOMER ENTERS INTO THIS ADDENDUM ON BEHALF OF ITSELF AND, TO THE EXTENT REQUIRED UNDER APPLICABLE DATA PROTECTION LAWS (DEFINED BELOW), IN THE NAME AND ON BEHALF OF ITS AFFILIATES (DEFINED BELOW), IF ANY. ANY TERMS NOT DEFINED IN THIS ADDENDUM SHALL HAVE THE MEANING SET FORTH IN THE AGREEMENT.

THIS ADDENDUM IS EFFECTIVE AS OF THE LATER OF (I) THE EFFECTIVE DATE SPECIFIED IN THE AGREEMENT OR (II) THE EFFECTIVE DATE STATED IN THE NOTICE POSTED OR PROVIDED TO YOU IN CONNECTION WITH THIS ADDENDUM. WE MAY AMEND THIS ADDENDUM FROM TIME TO TIME. THE REVISED VERSION WILL BE EFFECTIVE AT THE TIME WE POST IT ON OUR WEBSITE, UNLESS OTHERWISE NOTED. IF YOU DO NOT AGREE WITH ANY CHANGE TO THIS ADDENDUM, YOU MAY DISCONTINUE YOUR USE OF THE SERVICES.

1. Subject Matter and Duration.

a) Subject Matter. This Addendum reflects the Parties’ commitment to abide by Applicable Data Protection Laws (as defined below) concerning the Processing of Customer Personal Data in connection with Nova’s provision of services under the Agreement. All capitalized terms that are not expressly defined in this Data Processing Addendum will have the meanings given to them in the Agreement. If and to the extent language in this Addendum or any of its Exhibits conflicts with the Agreement, this Addendum shall control.

b) Duration and Survival. This Addendum will become legally binding upon the Effective Date of the Agreement or upon the date upon which both Parties have entered into this Addendum, if it is completed after the Effective Date of the Agreement. Nova will Process Customer Personal Data until the relationship terminates as specified in the Agreement. Nova’s obligations and Customer’s rights under this Addendum will continue in effect so long as Nova Processes Customer Personal Data.

2. Definitions.

For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply.

a) “Applicable Data Protection Law(s)” means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Customer Personal Data are subject. “Applicable Data Protection Laws” shall include, but not be limited to: a) applicable laws of the European Economic Area and Switzerland, including the EU General Data Protection Regulation 2016/679 (“GDPR”), EU Member State laws supplementing the GDPR, and the Swiss Federal Act on Data Protection; (b) the UK Data Protection Act of 2018, and the UK General Data Protection Regulation (collectively, “UK GDPR”); (c) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 and its implementing regulations (collectively, the “CCPA”); (d) the Virginia Consumer Data Protection Act (“VCDPA”); (e) the Colorado Privacy Rights Act (“CPA”); (f) the Connecticut Data Privacy Act (“CTDPA”); and (g) the Utah Consumer Privacy Act (“UCPA”).

b) “Authorized Persons” means (i) personnel of Nova and (ii) Third Parties engaged by Nova in accordance with Sections 3(c)-(e) of this Addendum.

c) “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data, and includes, where applicable, a “business” as that term is defined by the CCPA.

d) “Customer Personal Data” means Personal Data included in the Customer Data. The Customer Personal Data and the specific uses of the Customer Personal Data are detailed in Exhibit A attached hereto, as required by the GDPR. For clarity, Customer Personal Data shall not include any End User Data.

e) “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of Customer Personal Data to countries not otherwise recognized as offering an adequate level of protection for Customer Personal Data by the European Commission (as amended and updated from time to time), as modified by Section 4(c) of this Addendum.

f) “ex-EEA transfer” means the transfer of Customer Personal Data, which is Processed in accordance with the GDPR, from Customer to Nova (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

g) “ex-UK Transfer” means the transfer of Customer Personal Data covered by Chapter V of the UK GDPR, which is Processed in accordance with the UK GDPR and the Data Protection Act 2018, from Customer to Nova (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

h) “Personal Data” shall have the meaning assigned to the terms “personal data” or “personal information” under Applicable Data Protection Law(s).

i) “Process,” “Processes,” “Processing,” “Processed” means any operation or set of operations which is performed on data or sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

j) “Processor” means a natural or legal person, public authority, agency or other body which Processes Customer Personal Data on behalf of Customer subject to this Addendum, including where applicable, any “service provider” as that term is defined by the CCPA.

k) “Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data Processed by Nova.

l) Services” means the Services and Professional Services, as defined in the Agreement.

m) “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.

n) “Third Party(ies)” means Nova’s authorized contractors, agents, vendors and third party service providers that Process Customer Personal Data.

o) “UK Addendum” means the addendum attached hereto as Exhibit D.

p) “UK SCCs” means the EU SCCs, as amended by the UK Addendum.


3. Data Use and Processing.

a) Compliance with Laws.  Customer Personal Data shall be Processed in compliance with the terms of this Addendum and all Applicable Data Protection Law(s).

b) Documented Instructions. Nova and its Third Parties shall Process Customer Personal Data only in accordance with the documented instructions of Customer or as specifically authorized by this Addendum, the Agreement, or any applicable Service Order. Nova will, unless legally prohibited from doing so, inform Customer in writing if it reasonably believes that there is a conflict between Customer’s instructions and applicable law or otherwise seeks to Process Customer Personal Data in a manner that is inconsistent with Customer’s instructions.

c) Authorization to Use Third Parties. To the extent necessary to fulfill Nova’s contractual obligations under the Agreement or any Service Order, Customer hereby authorizes (i) Nova to engage Third Parties and (ii) Third Parties to engage subprocessors. Any Third Party Processing of Customer Personal Data shall be consistent with Customer’s reasonable documented instructions and comply with all Applicable Data Protection Law(s).

d) Nova and Third Party Compliance. Nova agrees to (i) enter into a written agreement with Third Parties regarding such Third Parties’ Processing of Customer Personal Data that imposes on such Third Parties (and their subprocessors) data protection and security requirements for Customer Personal Data that are compliant with Applicable Data Protection Law(s); and (ii) remain responsible to Customer for Nova’s Third Parties’ (and their subprocessors if applicable) failure to perform their obligations  with respect to the Processing of Customer Personal Data.

e) Right to Object to Third Parties. The list of Nova’s Third Parties that Process Customer Personal Data is set forth on Exhibit A. Prior to engaging any new Third Parties to Process Customer Personal Data, Nova will notify Customer via email and allow Customer thirty (30) days to object. If Customer has legitimate objections to the appointment of any new Third Party, the Parties will work together in good faith to resolve the grounds for the objection for no less than thirty (30) days, and failing any such resolution, Customer may terminate the part of the service performed under the Agreement that cannot be performed by Nova without use of the objectionable Third Party.

f) Confidentiality. Any person or Third Party authorized to Process Customer Personal Data must agree to maintain the confidentiality of such information or be under an appropriate statutory or contractual obligation of confidentiality.

g) Personal Data Inquiries and Requests. Nova agrees to comply with all reasonable instructions from Customer related to any requests from individuals exercising their rights in Personal Data granted to them under Applicable Data Protection Law(s) (“Privacy Request”). At Customer’s request and without undue delay, Nova agrees to assist Customer in answering or complying with any Privacy Request in so far as it is possible.

h) Data Protection Impact Assessment and Prior Consultation. Nova agrees to provide reasonable assistance at Customer’s expense to Customer where, in Customer’s judgment, the type of Processing performed by Nova is likely to result in a high risk to the rights and freedoms of natural persons (e.g., systematic and extensive profiling, Processing sensitive Personal Data on a large scale and systematic monitoring on a large scale, or where the Processing uses new technologies) and thus requires a data protection impact assessment and/or prior consultation with the relevant data protection authorities.

i) Demonstrable Compliance. Nova agrees to keep records of its Processing in compliance with Applicable Data Protection Law(s) and provide any necessary records to Customer to demonstrate compliance upon reasonable request.

j) Sale of Information. Nova (i) will only use Customer Personal Data to provide the Services under the Agreement; (ii) will not collect, retain, use, sell, share, disclose or otherwise Process any Customer Personal Data, for any purpose other than providing the Services under the Agreement, or as otherwise permitted under applicable law. Notwithstanding anything to the contrary in the Agreement (including this Addendum), Customer acknowledges that Nova shall have a right to Process Personal Data in relation to the support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support and product development.  Nova understands the restrictions in this Section 3(j) and certifies that it understands its obligations under the Applicable Data Protection Laws and will comply with them.

4. Cross-Border Transfers of Personal Data.

a) If Nova transfers Customer Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision (each, a “Restricted Transfer”), Nova represents, warrants, and covenants that  (i) Restricted Transfers by Nova may only be made to Authorized Persons; (ii) any Restricted Transfer conducted by Nova or any Authorized Person shall be undertaken in accordance with the appropriate Standard Contractual Clauses entered into in accordance with Applicable Data Protection Laws; and (iii) that each Restricted Transfer will be made after appropriate safeguards have been implemented for the Restricted Transfer of Customer Personal Data in accordance with Applicable Data Protection Laws.

b) Ex-EEA Transfers. The Parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed under Module Two (Controller to Processor) of the EU SCCs.

c) For each module, where applicable the following applies:

i) The optional docking clause in Clause 7 does not apply;

ii) In Clause 9, Option 2 (general prior authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in 3(e) of this Addendum;

iii) In Clause 11, the optional language does not apply;

iv) All square brackets in Clause 13 are hereby removed;

v) In Clause 17 (Option 1), the EU SCCs will be governed by Irish law;

vi) In Clause 18(b), disputes will be resolved before the courts of Ireland;

vii) Exhibit B to this Addendum contains the information required in Annex I of the EU SCCs;

viii) Exhibit C to this Addendum contains the information required in Annex II of the EU SCCs; and

ix) By entering into this Addendum, the Parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.

d) Ex-UK Transfers. The Parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this Addendum.

e) Transfers from Switzerland. The Parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:

i) The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.

ii) The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.

iii) Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Clause 13 shall be observed.

iv) The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude data subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.

f) Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:

i) As of the date of this Addendum, Nova has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Customer Personal Data is being exported, for access to (or for copies of) Personal Data (“Government Agency Requests”);

ii) If, after the date of this Addendum, Nova receives any Government Agency Requests, Nova shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Nova may provide Customer’s basic contact information to the government agency. If compelled to disclose Nova’s Personal Data to a law enforcement or government agency, Nova shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Nova is legally prohibited from doing so.  Nova shall not voluntarily disclose Customer Personal Data to any law enforcement or government agency. Customer and Nova shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Customer Personal Data pursuant to this Addendum should be suspended in the light of such Government Agency Requests; and

iii) The Customer and Nova will meet regularly to consider whether:

(1) the protection afforded by the laws of the country of Nova to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;

(2) additional measures are reasonably necessary to enable the transfer to be compliant with the Applicable Data Protection Laws; and

(3) it is still appropriate for Customer Personal Data to be transferred to Nova, taking into account all relevant information available to the Parties, together with guidance provided by the supervisory authorities.

iv) If Data Protection Laws require the Customer to execute the Standard Contractual Clauses applicable to a particular transfer of Customer Personal Data to Nova as a separate agreement, Nova shall, on request of the Customer, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Customer to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Applicable Data Protection Laws.

v) If either (i) any of the means of legitimizing transfers of Customer Personal Data outside of the EEA or UK set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers of Customer Personal Data pursuant to those means to be suspended, Nova agrees to amend the means of legitimizing transfers or alternative arrangements with Customer, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Applicable Data Protection Laws.

5. Information Security Program.

a) Nova agrees to implement appropriate technical and organizational measures designed to protect Customer Personal Data as required by Applicable Data Protection Law(s) (the “Information Security Program”). Such measures shall be designed to include:

i) Pseudonymisation of Customer Personal Data where appropriate, and encryption of Customer Personal Data in transit and at rest;

ii) The ability to ensure the ongoing confidentiality, integrity, availability of Nova’s Processing and Customer Personal Data;

iii) The ability to restore the availability and access to Customer Personal Data in the event of a physical or technical incident;

iv) A process for regularly testing, assessing and evaluating the effectiveness of Nova’s Information Security Program to ensure the security of Customer Personal Data from reasonably suspected or actual accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. 

6. Security Incidents.

a) Security Incident Procedure. Nova will deploy and follow policies and procedures to detect, respond to, and otherwise address Security Incidents including procedures to (i) identify and respond to reasonably suspected or known Security Incidents, mitigate harmful effects of Security Incidents, document Security Incidents and their outcomes, and (ii) restore the availability or access to Customer Personal Data in a timely manner.

b) Notice. Nova agrees to provide prompt written notice without undue delay and within the time frame required under Applicable Data Protection Law(s) to Customer’s Designated POC upon becoming aware that a Security Incident has taken place. Such notice will include all available details required under Applicable Data Protection Law(s) for Customer to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident.

7. Audits.

a) Right to Audit; Permitted Audits. Nova shall make available to Customer and its regulators all information necessary to demonstrate compliance with Applicable Data Protection Laws and this Addendum:

i) Following any notice from Nova to Customer of an actual or reasonably suspected Security Incident involving Customer Personal Data;

ii) As required by governmental regulators;

iii) For any reason, or no reason at all, once annually.

b) Audit Terms. Any audits described in this Section shall be:

i) Conducted by Customer or its regulator, or through a third party independent contractor selected by one of these parties, and to whom Nova does not reasonably object.

ii) Conducted during reasonable times.

iii) Conducted upon reasonable advance notice to Nova.

iv) Of reasonable duration and scope and shall not unreasonably interfere with Nova’s day-to-day operations.

v) Conducted in such a manner that does not violate any agreement between Nova and its service providers, including cloud providers, or violate or cause Nova to violate its reasonable policies related to security and confidentiality.

c) Third Parties. In the event that Customer conducts an audit through a third party independent auditor or a third party accompanies Customer or participates in such audit, such third party shall be required to enter into a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement to protect Nova’s and Nova’s customers’ confidential and proprietary information. For the avoidance of doubt, regulators shall not be required to enter into a non-disclosure agreement.

d) Audit Results. Upon Nova’s request, after conducting an audit, Customer shall notify Nova of the manner in which Nova does not comply with any of the applicable security, confidentiality or privacy obligations or Applicable Data Protection Laws herein. Upon such notice, Nova shall make any necessary changes to ensure compliance with such obligations at its own expense and without unreasonable delay and shall notify Customer when such changes are complete. Notwithstanding anything to the contrary in the Agreement, Customer may conduct a follow-up audit within six (6) months of Nova’s notice of completion of any necessary changes. To the extent that a Customer audit identifies any material security vulnerabilities, Nova shall promptly remediate those vulnerabilities.

8. Data Storage and Deletion.

a) Data Storage. Nova will abide by the following with respect to storage of Customer Personal Data:

i) Nova will not store or retain any Customer Personal Data except as necessary to perform the Services under the Agreement.

ii) Nova will (i) inform Customer in writing of all countries where Customer Personal Data is Processed or stored and (ii) obtain consent from Customer for Processing or storage in the identified countries. As of the Effective Date, Nova stores Customer Personal Data in the following countries to which Customer hereby consents: United States.

b) Data Deletion. Nova will abide by the following with respect to deletion of Customer Personal Data:

i) Within ninety (90) calendar days of the Agreement’s expiration or termination, Nova will securely destroy (per subsection (iii) below) all copies of Customer Personal Data (including automatically created archival copies).

ii) Upon Customer’s request, Nova will promptly return to Customer a copy of all Customer Personal Data within thirty (30) calendar days and, if Customer also requests deletion of the Customer Personal Data, will carry that out as set forth above.

iii) All deletion of Customer Personal Data will be conducted in accordance with standard industry practices for deletion of sensitive data. 

iv) Tapes, printed output, optical disks, and other physical media will be physically destroyed by a secure method, such as shredding performed by a bonded provider.

v) Upon Customer’s request, Nova will provide evidence that Nova has deleted all Customer Personal Data. Nova will provide the “Certificate of Deletion” within thirty (30) calendar days of Customer’s request.

9. Limitation of Liability. The Limitation of Liability provision set forth in the Agreement will apply to this Addendum.

Exhibit A

Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.

1. The Parties


Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
Name: Customer name within the Service Order or Agreement
Address: Customer address within the Service Order or Agreement
Contact person’s name, position and contact details:  As stated within the Service Order or Agreement or as otherwise provided in writing to Nova.
Activities relevant to the data transferred under these Clauses:
Signature and date: By entering into the DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
Role (controller/processor): Controller


Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: Nova Orbis Inc.
Trading Name (if different): N/A
Address: 750 N Saint Paul St Ste 250 PMB 78796 Dallas, Texas 75201
Official Registration Number (if any) (company number or similar identifier): N/A
Contact person’s name, position and contact details: Pradyman Vig - CEO - [email protected]
Activities relevant to the data transferred under these Clauses: The provision of the Services under the Agreement.
Signature and date: By entering into the DPA, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
Role (controller/processor):  Processor


2. Description of the Transfer

3. Competent Supervisory Authority

The supervisory authority shall be the supervisory authority of the Customer, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.

4. List of Authorized Subprocessors

Exhibit C

Description of the Technical and Organizational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Appendix II of the UK Addendum.

1. Adopting and implementing reasonable policies and standards related to security;

2. Assigning responsibility for information security management;

3. Devoting adequate personnel resources to information security;

4. Conducting appropriate background checks and requiring employees, vendors and others with access to the Personal Data to enter into written confidentiality agreements;

5. Conducting training to make employees and others with access to Personal Data aware of information security risks and to enhance compliance with its policies related to data protection;

6. Preventing unauthorized access to Personal Data through the use, as appropriate, of physical and logical entry controls, secure areas for data processing, procedures for monitoring the use of data processing, audit trails, use of secure passwords, network intrusion detection technology, authentication technology, secure log-on procedures, and virus protection, on-going monitoring of compliance with its policies related to data protection, including:

6.1 Appropriate physical access control measures (e.g., access ID cards, card readers, desk officers, alarm systems, motion detectors, burglar alarms, video surveillance and exterior security);

6.2 Denial-of-use control measures to prevent unauthorized use of data protection systems (e.g., automatically enforced password complexity and change requirements, firewalls, etc.);

6.3 Requirements-driven authorization scheme and access rights, and monitoring and logging of system access to identify unauthorized Processing of Personal Data by Authorized Personnel;

6.4 Data transmission control measures to ensure that Personal Data cannot be read, copied, modified or removed without authorization during electronic transmission, transport or storage on data media, and transfer and receipt records. 

6.5 Encryption of any Personal Data transmitted electronically to a person outside Vendor’s IT system, transmitted over a wireless network, or stored on any movable or portable media.

6.6 Data entry control measures to ensure that it is possible to check and establish whether and by whom Personal Data has been input into data processing systems, modified, or removed;

6.7 Subcontractor supervision measures to ensure compliance with the Addendum;

6.8 Measures to ensure that Personal Data is protected from accidental destruction or loss including, as appropriate and without limitation, data backup, retention and secure destruction policies; secure offsite storage of data sufficient for disaster recovery; and disaster recovery programs;

6.9 Measures to ensure that data collected for different purposes can be processed separately including, as appropriate, physical or adequate logical separation of client data. 

Exhibit D

UK Addendum

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Part 1: Tables
Table 1: Parties

Table 2: Selected SCCs, Modules and Selected Clauses

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:

Table 4: Ending this UK Addendum when the Approved UK Addendum Changes

Entering into this UK Addendum:

1. Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.

2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this UK Addendum

3. Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

4. The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfills the Parties’ obligation to provide the Appropriate Safeguards.

5. If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6. If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws applies.

7. If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been entered into.

Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.

10. Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.

11. Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.

Incorporation and Changes to the EU SCCs:

12. This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:

a) together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

b) Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and

c) the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.

13. Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.

14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.

15. The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:

a) References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;

b) In Clause 2, delete the words: “and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”,

c) Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

d) Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

e) Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

f) References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

g) References to Regulation (EU) 2018/1725 are removed;

h) References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

i) The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

j) Clause 13(a) and Part C of Annex I are not used;

k) The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

l) In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

m) Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales.”;

n) Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The parties agree to submit themselves to the jurisdiction of such courts.”; and

o) The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to the UK Addendum

16. The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland and Northern Ireland.

17. If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

18. From time to time, the ICO may issue a revised Approved UK Addendum which:

a) makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum; and/or

b) reflects changes to UK Data Protection Laws;

The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK Addendum are effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from the start date specified.

19. If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in:

c) its direct costs of performing its obligations under the UK Addendum; and/or

d) its risk under the UK Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by providing written notice for that period to the other party before the start date of the revised Approved UK Addendum.

20. The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms.