Terms of Service

Paradigm REACH Terms of Service

BY CLICKING ON THE “ACCEPT" BUTTON, YOU AND ANY ENTITY THAT YOU REPRESENT (“CUSTOMER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE REACH TERMS OF SERVICE (“AGREEMENT”). CUSTOMER’S CONTINUED USE OF ANY SERVICES (AS DEFINED BELOW) PROVIDED BY PARADIGM STRATEGY INC. (“PARADIGM”) SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" BUTTON, AND THE SALES PROCESS AND CUSTOMER’S ACCESS TO THE SERVICES WILL NOT CONTINUE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO DO SO.

1. SERVICES AND SUPPORT

1.1 Subject to the terms and conditions of this Agreement, Paradigm will provide Customer with access to its REACH web application and REACH online training content regarding diversity, equity and inclusion, in each case, as selected and paid for by Customer (collectively, “Services”). All Services will be provided through the Internet, solely for Customer’s internal use (and the internal use of Customer’s end-users). Customer’s access to the Services is expressly limited to the number of end-users for whom Customer has paid (as further described on Paradigm’s website or via the Services), and Customer agrees not to exceed such access and/or end-user account limits. The software underlying the Services will be hosted on a server under the control or direction of Paradigm. The Services are subject to modification from time to time at Paradigm’s sole discretion, for any purpose deemed appropriate by Paradigm.

1.2 Subject to the terms and conditions hereof, Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Paradigm.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software provided by Paradigm, documentation or data output from the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); copy, record, modify, translate, or create derivative works based on the Services, software provided by Paradigm, or any data output from the Services; except as expressly permitted herein, use the Services or software for timesharing or service bureau purposes; use the Services or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); except as expressly permitted by the functionalities of the Services, run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Services; or use the Services or software in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of Paradigm, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, malware, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).

2.2 Customer will reasonably cooperate with Paradigm in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Paradigm may reasonably request, to assist in its provision of the Services. Customer will also cooperate with Paradigm in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. Each end-user account and login credential provided by Paradigm with respect to the Services may only be used by one individual end-user of Customer, and may not be shared or transferred without Paradigm’s prior written consent in each instance. Each Customer end-user of the Services must (a) be a current employee, consultant, contractor or agent of Customer using the Services only on Customer’s behalf and for Customer’s direct benefit, and (b) be bound by obligations that are no less protective of the Services than the terms set forth in this Agreement. Customer will be directly responsible to Paradigm with respect to all actions and/or inactions of its end-users of the Services.

2.3 Customer hereby agrees to defend, indemnify and hold Paradigm harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees), in each case, that are paid or payable to un-Affiliated third parties in connection with any claim or action that alleges any (i) infringement, violation or misappropriation of any intellectual property or proprietary right(s) by any Content (as defined below), including, without limitation, in connection with distribution and/or analysis thereof through the Services, and/or (ii) violation of applicable law(s) and/or regulations) by Customer (including, without limitation, employment, labor, and/or discrimination law(s) and/or regulation(s)); provided Customer is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and sole control over defense and settlement thereof. “Affiliate” means any entity controlling, controlled by, or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity.

2.4 Paradigm hereby agrees to defend, indemnify and hold Customer harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees), in each case, that are paid or payable to un-Affiliated third parties as a result of any claim or action that alleges the infringement, violation or misappropriation of any intellectual property or proprietary right(s) of any third party by the Services (excluding all Content); provided that Paradigm is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and sole control over defense and settlement thereof. The foregoing obligations do not apply with respect to portions or components of the Services provided by Paradigm (i) not created by or on behalf of Paradigm, (ii) resulting in whole or in part in accordance from Customer specifications, (iii) that are modified after delivery by Paradigm, (iv) combined with other products, processes or materials where the alleged infringement arises out of such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement and all related documentation.

3. CONFIDENTIALITY

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Notwithstanding the foregoing, the Services are Paradigm’s Proprietary Information, and the Content provided by Customer is Customer’s Proprietary Information.

3.2 The Receiving Party agrees: (i) except as expressly provided herein, not to divulge to any third party any such Proprietary Information, (ii) not to use any such Proprietary Information for any purpose other than as expressly set forth pursuant to this Agreement, (iii) to give access to such Proprietary Information solely to those employees and contractors with a need to have access thereto for purposes of this Agreement (and who are bound by written confidentiality obligations as protective of the Disclosing Party’s Proprietary Information as this Agreement), and (iv) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was rightfully in its possession or known by it without restriction, prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party (to the extent legally permissible) gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Notwithstanding anything to the contrary, Paradigm may collect data with respect to, use such data to develop, implement, execute and/or improve the Services, and report on the aggregate response rate and other aggregate measures of the Services’ performance and Customer’s usage of the Services (including without limitation, the Content); provided that Paradigm will not identify (or disclose any data that could reasonably be used to identify) Customer or any individual without the prior written consent of the Customer and/or the individual.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Except as expressly set forth herein, Paradigm alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services and related software and any suggestions, enhancement requests, feedback, and/or recommendations provided by Customer or any of its end-users relating to the Services and/or the software provided by Paradigm, which are hereby assigned to Paradigm. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Except as expressly set forth herein, this Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or related software, or any intellectual property rights.

4.2 Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all content and data provided by or on behalf of Customer and/or its end-users (“Content”) and the intellectual property rights with respect to that Content. If Paradigm receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party or any applicable law or regulation (a “Claim”), Paradigm may (but is not required to) suspend activity hereunder with respect to that Content. Customer, on behalf of itself and its suppliers and licensors (as applicable) hereby grants Paradigm a worldwide, non-transferable, non-sublicensable, nonexclusive license to view, copy, reformat, distribute, display and analyze the Content solely in connection with Paradigm’s performance of the Services. Paradigm is permitted to disclose that Customer is one of its customers in the ordinary course of its sales cycle. Subject to Customer’s prior written consent, Paradigm is permitted to place Customer’s name and logo on its website and marketing materials for this purpose.

5. PAYMENT OF FEES

5.1 Customer shall pay all applicable fees, as described by Paradigm via its website or the Services, in connection with the specific Services selected by Customer (collectively, “Fees”) without any right of set-off or deduction. All payments will be made in accordance with the payment schedule and the method of payment set forth on Paradigm’s website or via the Services. All Fees paid hereunder (including any prepaid amounts) are non-refundable, including without limitation if this Agreement is terminated in accordance with Section 6 below.

5.2 Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding taxes based on Paradigm's net income) unless Customer has provided Paradigm with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Paradigm on account thereof.

6. TERMINATION

6.1 Unless earlier terminated in accordance with this Section 6 or Section 7, this Agreement, including Customer’s subscription to the Services, shall continue for one (1) calendar year from the date of Customer’s acceptance of this Agreement (the “Initial Term”). After the Initial Term, this Agreement, including Customer’s subscription to the Services, will automatically renew for successive one-year periods (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless and until either party provides the other with at least thirty (30) days’ written notice of its intention not to renew prior to the end of the then-current Term.

6.2 Either party hereto may terminate this Agreement upon thirty (30) calendar days’ prior written notice in the event of any material breach of this Agreement by the other party hereto (including, without limitation, by Paradigm in the event of any breach by Customer of Section 2.2 and/or failure to pay any amounts when due hereunder) that is not cured during such notice period.

6.3 Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business without a successor.

6.4 Customer’s access to the Services, and any licenses granted hereunder to Customer, shall terminate upon any termination of this Agreement. Subject to the foregoing, the following Sections will survive any termination of this Agreement: 2.1, 2.3, 2.4, 3 through 6, 9 through 12, and any accrued rights to payment.

7. STATUTORY RIGHT OF WITHDRAWAL (EEA AND UK CONSUMERS ONLY)

7.1 If you are a consumer in the European Economic Area or the United Kingdom you have the right to withdraw from the contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day you entered into the subscription contract.

7.2 To exercise the right of withdrawal, you must inform us (Paradigm Strategy Inc., 300 Brannan St, Ste 610, San Francisco, CA 94107, cancellations@paradigmiq.com) of your decision to withdraw from the contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the model withdrawal form attached to this Agreement as Annex, but it is not obligatory.

7.3 To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

7.4 Effects of Withdrawal: If you withdrawal from the contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from the contract, in comparison with the full coverage of the contract.

8. GENERAL WARRANTIES

Each party represents and warrants to the other party that (a) it has the legal right and power to enter into this Agreement, (b) the performance of its obligations hereunder will not violate or conflict with any agreements, contracts or other arrangements to which it is a party, and (c) the execution of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and any other consents required to be obtained by it have been obtained.

9. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, DOCUMENTATION, AND ANYTHING ELSE PROVIDED BY PARADIGM IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITIES FOR SELECTION OF THE SERVICES TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE USE OF, AND RESULTS OBTAINED FROM, THE SERVICES. PARADIGM HEREBY DISCLAIMS ANY AND ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. PARADIGM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. PARADIGM DOES NOT WARRANT THAT THE SERVICES, DATA PROVIDED, AND/OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE ERROR-FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO BREACH BY CUSTOMER OF SECTION 3, IN NO EVENT WILL EITHER PARTY HERETO OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ANY DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

EXCEPT WITH RESPECT TO BREACH BY CUSTOMER OF SECTION 3, THE TOTAL LIABILITY OF EACH PARTY AND ITS LICENSORS, WITH RESPECT TO THIS AGREEMENT, AND/OR ANY SERVICES PROVIDED, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) FEES PAID TO PARADIGM HEREUNDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED, OR (B) $10,000. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. U.S. GOVERNMENT MATTERS

Notwithstanding anything to the contrary, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Services is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Paradigm are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

12. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Paradigm’s prior written consent. Paradigm may transfer and/or assign this Agreement to a successor in connection with a sale of all or substantially all of its business or assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties hereto, and supersedes and cancels all previous written and oral agreements, communications and other understandings between the parties hereto relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Paradigm will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.

REACH DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) supplements and is part of the REACH Terms of Service (“Terms”), when the GDPR and/or the CCPA applies to your use of Paradigm’s REACH Services. If there is a conflict between the terms of this DPA and the provisions of the Terms, the terms of this DPA prevail with regard to the specific subject matter of this DPA. Unless otherwise defined in this DPA or in the Terms, all capitalized terms used in this DPA will have the meanings given to them in Section 1 of this DPA. In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Terms. This DPA was last updated October 4, 2021. Paradigm reserves the right to periodically modify this DPA upon written notice to Company, and such modification will automatically become effective in the next service term.

  • DEFINITIONS
    • “CCPA” means the California Consumer Privacy Act of 2018, as amended.
    • “Company” means the entity that agreed to the Terms and that determines the purposes and means of Processing of Personal Data.
    • “Company Data” means all Personal Data which Company has Paradigm Process as part of its provision of the Services to Company.
    • “Controller” means the party that determines the purposes and means of the Processing of Personal Data; this definition includes a “Business” as defined in the CCPA.
    • “Covered Services” or “Services” means the services that are ordered by the Company from Paradigm under the Terms involving the Processing of Personal Data on behalf of the Company.
    • “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Company Data transmitted, stored or otherwise Processed.
    • “Data Protection Laws” means (a) all data protection laws and regulations applicable to the European Economic Area and Switzerland, including (i) the General Data Protection Regulation 2016/679 (“GDPR”), and EU Member State laws supplementing the GDPR; the EU Directive 2002/58/EC (“e-Privacy Directive”), as amended or replaced from time to time; (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; (iii) applicable national implementations of (i) and (ii); (b) the UK Data Protection Act of 2018, and the UK GDPR (collectively “UK Data Protection Laws”); and (c) the CCPA. “EU Data Protection Law” shall mean sections (a) and (b) of the Data Protection Laws definition noted above.
    • “EEA Data” means Personal Data collected from data subjects when they were located in the European Economic Area (EEA).
    • “Permitted Purpose” means Paradigm’s use of the Company Data to the extent necessary for provision of the Services to the Company.
    • “Personal Data” or “Personal Information” means any information relating to an identified or identifiable natural person (“Data Subject”), directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
    • “Processor” means the party which Processes Personal Data on behalf of the Controller; this definition includes a “Service Provider” as defined in the CCPA.
    • “Process, Processed or Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal 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.
    • “Subprocessor” means any Processor engaged by Paradigm to Process Personal Data to provide the Services to the Company.
    • “Terms” means the REACH Terms of Service entered into between Paradigm and Company under which Covered Services are provided by Paradigm to Company.
    • Terms such as “Sell”, and “Deidentified Information”, shall have the meaning ascribed to them in the Data Protection Laws applicable.
    • “UK Data” means Personal Data collected from data subjects when they were located in the United Kingdom.
  • DETAILS OF PROCESSING ACTIVITIES
    • The details of Processing are as follows:

a) Subject Matter. Paradigm’s provision of Services to the Company.

b) Purpose. Paradigm will Process Company Data for the purpose of providing the Services as described in the Terms.

c) Duration. The date upon which Processing is no longer necessary for the purposes of either Party performing its obligations under the Terms.

d) Type of Company Data. Company Data may include name, email address, and company name.

e) Categories of Data Subjects. The Data Subjects may include Company’s employees.

    • Roles of the Parties. To the extent Company is a Business under the CCPA, Paradigm will act as a “service provider” in its performance of its obligations under the Terms. Paradigm will not retain, use, or disclose any “personal information” included in the Company Data for any purpose other than providing the Services under the Terms, or as otherwise permitted by the CCPA.
    • Company Instructions. The parties agree this DPA and the Terms constitute Company’s documented instructions regarding Paradigm’s processing of Company Data. Paradigm will process Company Data only in accordance with these documented instructions.
    • Compliance with Laws. Each party agrees to comply with all applicable laws, rules and regulations in its performance under this DPA, including the GDPR.
  • COMPANY’S OBLIGATIONS
    • Instructions. Company warrants that (i) the instructions it provides to Paradigm pursuant to this DPA and the Terms comply with the Data Protection Laws, and (ii) it has provided, and will continue to provide, all notice and has obtained, and will continue to obtain, all consents and rights necessary under Data Protection Laws for Paradigm to process Company Data for the purposes described in the Terms. Company shall have sole responsibility for the accuracy, quality, and legality of Company Data and the means by which Company acquired the Company Data. Company specifically acknowledges that its use of the Services will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under the CCPA.
  • PARADIGM’S OBLIGATIONS
    • Scope of Processing. Paradigm will Process the Company Data on documented instructions from Company in such manner as is necessary for the provision of Services under the Terms, except as may be required to comply with any legal obligation to which Paradigm is subject.
    • Restrictions on Retention, Use, or Disclosure of Company Data. Paradigm agrees that it will not Sell, share or transfer Company Data to any third party in exchange for money or other valuable consideration. Paradigm agrees not to use, or disclose Company Data for any purpose other than for the specific purpose of performing the Services described in the Terms. For the avoidance of doubt, this prohibition includes Paradigm retaining, using, or disclosing Personal Data for any commercial purpose other than providing the Services specified in the Terms. The parties agrees that Paradigm may convert Company Data into Deidentified Information, which it may use only for statistical analysis, business reporting, and marketing purposes.
    • Security. Paradigm will keep Company Data confidential and implement and maintain administrative, physical, technical and organizational safeguards for the security (including protection against accidental or unlawful loss, destruction, alteration, damage, unauthorized disclosure of, or access to, Company Data transmitted, stored or otherwise Processed), confidentiality and integrity of Company Data.
  • Access Control of Processing Areas. Processes to prevent unauthorized persons from gaining access to the Paradigm data processing equipment (namely telephones, database and application servers and related hardware) where the Company Data are processed or used, to include: establishing security areas and clear protocols; protection and restriction of access paths; securing the data processing equipment and personal computers; establishing access authorization for employees and third parties, including respective authorization; all access to the data centers where Company Data are hosted is logged, monitored, and tracked; and the data centers where Company Data are hosted is secured by a security alarm system, and other appropriate security measures.
  • Access Control to Data Processing Systems. Processes to prevent Paradigm data processing systems from being used by unauthorized persons, to include: identification of the terminal and/or the terminal user to the data processor systems; two-step authentication & SSO for secure access to data processor systems; automatic time-out of user terminal if left idle, identification and password required to reopen; regular examination of security risks by internal personnel and qualified third-parties; issuing and safeguarding of identification codes; password complexity requirements (minimum length, expiry of passwords, etc.); and protection against external access by means of firewall and network access controls.
  • Access Control to Use Specific Areas of Data Processing Systems. Measures to ensure that persons entitled to use Paradigm data processing systems are only able to access the data within the scope and to the extent covered by their respective access permission (authorization) and that Company Data cannot be read, copied or modified or removed without authorization, to include by: implementing binding employee policies and providing training in respect of each employee’s access rights to the Company Data; assignment of unique user identifiers with permissions appropriate to the role; effective and measured disciplinary action against individuals who access Personal Data without authorization; release of data to only authorized persons; and policies controlling the retention of back-up copies.
  • Transmission Control. Procedures to prevent Company Data from being read, copied, altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data media and to ensure that it is possible to check and establish to which bodies the transfer of Company Data by means of data transmission facilities is envisaged, to include: use of firewall and encryption technologies to protect the gateways and pipelines through which the data travels; implementation of encrypted connections to safeguard the connection to Paradigm systems; constant monitoring of infrastructure (e.g. ICMP-Ping at network level, disk space examination at system level, successful delivery of specified test pages at application level); and monitoring of the completeness and correctness of the transfer of data.
  • Input Control. Measures to ensure that it is possible to check and establish whether and by whom Company Data has been input into data processing systems or removed, to include: of the authorized personnel; protective measures for the data input into memory, as well as for the reading, alteration and deletion of stored data; segregation and protection of stored data via database schemas and logical access controls; utilization of user codes (passwords); proof established within data importer’s organization of the input authorization; and providing that entries to data processing facilities (the rooms housing the computer hardware and related equipment) are capable of being locked.
  • Availability Control. Measures to ensure that Company Data are protected from accidental destruction or loss, to include: automatic failover between sites; infrastructure redundancy; and regular backups performed on database servers.
  • Segregation of Processing. Procedures to ensure that data collected for different purposes can be processed separately, to include: separating data through application security for the appropriate users; storing data, at the database level, in different tables, separated by the module or function they support; and designing interfaces, batch processes and reports for only specific purposes and functions, so data collected for specific purposes is processed separately.
  • CONTRACTING WITH SUBPROCESSORS
    • Authorized Subprocessors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees Paradigm may engage new Sub-processors as described in Section 5.
    • New Subprocessors. Before Paradigm engages any new Subprocessor to carry out processing activities on Company Data on behalf of Company, Paradigm will provide notice of the new Subprocessor. If the Company has a reasonable objection to any new or replacement Subprocessor, it shall notify Paradigm of such objections in writing within seven (7) days of the notification and the parties will seek to resolve the matter in good faith. Paradigm will use reasonable efforts to make a change in the Service or recommend a commercially reasonable change to avoid processing by such Subprocessor.
    • Subprocessor Obligations. Paradigm will enter into a written agreement with each Subprocessor and, to the extent that the Subprocessor is performing the same Processing services that are being provided by Paradigm under this DPA, Paradigm will impose on the Subprocessor contractual obligations no less protective than those in this DPA with respect to the protection of Company Data to the extent applicable to the nature of the Services provided by such Subprocessor.
    • Responsibility. Paradigm will remain liable for any acts and omissions of its Subprocessors that cause Paradigm to breach any of Paradigm’s obligations under this DPA.
  • INTERNATIONAL TRANSFERS
    • Company acknowledges that Paradigm may, without Company prior written consent, transfer the Company Data to a foreign jurisdiction as necessary to provide the Services as set forth in the Terms provided such transfer is either (i) to a country or territory which has been formally recognized as affording the Company Data an adequate level of protection or (ii) the transfer is otherwise safeguarded by mechanisms, making it a legal transfer.
    • Transfers of EEA Data. The parties agree, as evidence by their signature on this DPA, that the information contained in the EU Standard Contractual Clause (attached as Schedule 1) is true and complete and will apply to EEA Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing as adequate level of protection for Personal Data (as described by the GDPR).
      • Pursuant to Clause 9(a) of the Standard Contractual Clauses, Company acknowledges and expressly agrees Paradigm may engage new Subprocessors as described in Section 5 of this DPA.
      • The Parties agree the audits described in Clause 8.9(c), (d), (e) and Clause 13(b) of the Standard Contractual Clauses shall be carried out as described in Section 8 of this DPA.
      • The Parties agree that the certification of deletion of EU Data that is described in Clause 8.5 of the Standard Contractual Clauses shall be provided by Paradigm to Company only upon Company’s request.
      • The liability described in Clause 12 of the EU SCC shall in no event exceed the limitations set forth in the Terms, and that under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this DPA, or their affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to the other party or any third party for any lost profits, lost sales of business, lost data (being data lost in the course of transmission via Controller’s systems or over the Internet through no fault of Paradigm), business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, regardless of whether such party has been advised of the possibility of or could have foreseen such damages. For the avoidance of doubt, this section shall not be construed as limiting the liability of either Party with respect to claims brought by data subjects.
      • In the event of any conflict or inconsistency between this DPA and the SCC, the SCC shall prevail.
    • UK Transfers. In case of any transfers of UK Data under this DPA, the parties agree, as evidenced by their signatures on this DPA, that the information contained in the UK Standard Contractual Clauses (“UK SCC”), attached to this DPA as Schedule 2, is true and complete, and that Schedule 2 will apply to UK Data transferred to Paradigm, either directly from the United Kingdom or via onward transfer. In the event of any conflict or inconsistency between the provisions of this DPA and the UK SCC, the provisions of the UK SCC shall prevail. In the event that any provision of the UK SCC is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of the UK SCC and the terms of this DPA shall remain operative and binding on the parties. The parties agree on the following clarifications in relation to the SCCs:
      • Pursuant to Clause 11 of the UK SCC, Controller acknowledges and expressly agrees that Paradigm will appoint and engage new Sub-Processors in accordance with Section 5 of this DPA.
      • The audits described in Clauses 5(f) and 12(2) of the UK SCC shall be carried out in accordance with Section 8 of this DPA.
      • The certification of deletion of UK Data that is described in Clause 12(1) of the UK SCC shall be provided by Paradigm only upon Controller's request.
      • The liability described in Clause 6 of the UK SCC shall in no event exceed the limitations set forth in the Terms, and that under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this DPA, or their affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to the other party or any third party for any lost profits, lost sales of business, lost data (being data lost in the course of transmission via Controller's systems or over the Internet through no fault of Processor), business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, regardless of whether such party has been advised of the possibility of or could have foreseen such damages. For the avoidance of doubt, this section shall not be construed as limiting the liability of either party with respect to claims brought by data subjects.

If after the effective date of this DPA, the United Kingdom issues a UK Addendum to the EU SCC for Controller to Processor contracts (“UK Addendum”), the parties agree, as evidenced by their signatures on this DPA, that the new UK Addendum will automatically apply to any UK Data, and replace Schedule 2. Such action will not invalidate or render this DPA unenforceable.

    • Swiss Transfers. In case of any transfers of Company Data under this DPA from Switzerland, the parties agree that the EU SCC attached at Schedule 1 will apply to such Company Data transferred to Paradigm, either directly from Switzerland or via onward transfer, subject to the following clarification noted above in Section 6.2. The parties agree that the following additional clarifications apply to Schedule 1 as to the processing of such Company Data: (i) for purposes of Annex I.C under EU SCC Clause 13, insofar as the data transfer is governed by the Switzerland Federal Act on Data Protection of 19 June 1992 (SR 235.1; FADP) or the FADP’s revised 25 September 2020 version, the Supervisory Authority shall be Switzerland’s Federal Data Protection and Information Commissioner (FDPIC); (ii) for transfers of Swiss Personal Data the applicable law for contractual claims pursuant to EU SCC Clause 17 and the applicable place of jurisdiction pursuant to EU SCC Clause 18(b) shall be Ireland and the applicable place of jurisdiction shall be Ireland; and (iii) the term “member state” must not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in Switzerland in accordance with EU SCC Clause 18(c). The EU SCC shall also protect the data of Switzerland legal entities until the entry into force of the 25 September 2020 revised version of the Federal Act on Data Protection (revised FADP).
  • CCPA - CALIFORNIA RESIDENTS' PERSONAL INFORMATION. The parties agree that the following provisions apply to the processing of California residents' Personal Information under the CCPA.
    • Paradigm will act as a "service provider" in its performance of its obligations under the Agreement. Paradigm (i) will only use Company Data to provide the Services under the Terms; (ii) will not collect, retain, use, sell, disclose or otherwise process any Personal Data for any purpose other than providing the Services under the Agreement, or as otherwise permitted by the CCPA. Paradigm understands the restrictions in this Section 7 and hereby certifies that it understands its obligation under the CCPA and will comply with them.
    • Paradigm shall process Company Data only in accordance with Controller's documented lawful instructions as set forth in the Terms and this DPA, for Permitted Purposes, as necessary to comply with applicable law, or as otherwise agreed in writing.
    • Paradigm shall, to the extent legally permitted, promptly notify Controller in writing of any complaints, questions or requests received from data subjects or Regulators regarding the Company Data. Controller shall be responsible for communications and leading any efforts to comply with all requests made by data subjects and all communications from Regulators that relate to the Company Data.
    • Paradigm will implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access (a "Data Security Breach"), provided that such measures shall take into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, so as to ensure a level of security appropriate to the risks represented by the processing and the nature of the Personal Data to be protected. Notwithstanding the above, Controller agrees that except as provided by this DPA, Controller is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Company Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Company Data uploaded to the Services.
    • Paradigm shall, to the extent permitted by law, notify Controller of any Data Breach of which it becomes aware without undue delay, after becoming aware of any Data Breach involving Company Data processed by Paradigm. Paradigm will use reasonable efforts to investigate the Data Breach and take any actions that are reasonably necessary to mitigate damage, as required by law and as appropriate under the circumstances. Paradigm will reasonably assist Controller in fulfilling its obligations to notify data subjects and the relevant authorities in relation to a Data Breach, provided that nothing in this section shall prevent either party from complying with its obligations under the applicable laws. The Parties agree to coordinate in good faith on developing the content of any related public statements. The obligations in this section shall not apply to Data Breaches that are caused by Controller.
  • AUDITS. Company may audit Paradigm’s compliance with this DPA up to once per year, unless requested by a Supervisory Authority or in the event of a Data Breach. Such audit will be conducted by an independent third party (“Auditor”) reasonably acceptable to Paradigm. Before the commencement of any such on-site audit, Company must submit a detailed proposed audit plan to Paradigm at least two weeks in advance of the proposed audit date. The proposed audit plan must describe the proposed scope, duration and state date of the audit. Paradigm will review the proposed audit plan and provide Company with any concerns or questions. Paradigm will work cooperatively with Company to agree on a final audit plan. Prior to the start of an audit, the parties will agree to reasonable time, duration, place and manner conditions for the audit, and a reasonable reimbursement rate payable by Controller to Paradigm for Paradigm’s audit expenses. The results of the inspection and all information reviewed during such inspection will be deemed Paradigm’s confidential information and shall be protected by Auditor in accordance with the confidentiality provisions noted above. Notwithstanding any other terms, the Auditor may only disclose to the Company specific violations of the DPA, if any, and the basis for such findings, and shall not disclose to Company any of the records or information reviewed during the inspection.
  • OBLIGATIONS POST- TERMINATION. Termination or expiration of this DPA shall not discharge the parties from their obligations that by their nature may reasonably be deemed to survive the termination or expiration of this DPA.
  • LIMITATION OF LIABILITY. Each party’s liability in the aggregate arising out of or related to this DPA (including the SCCs) shall be subject to the limitations of liability set forth in the Terms.
  • SEVERABILITY. Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invaliding the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute and shall incorporate such substitute provision into this Terms.

List of Schedules:

Schedule 1: EU Standard Contractual Clauses – Module Two Controller to Processor

Schedule 2: UK Standard Contractual Clauses – Controller to Processor

The parties are signing this Addendum on the dates stated below their signatures.

[COMPANY Name]

By: _______________________________________

Name: _____________________________________

Title: ______________________________________

Company Address: __________________________

Email: _____________________________________

Date Signed: ________________________________

Paradigm Strategy Inc.

By: _______________________________________

Name: _____________________________________

Title: ______________________________________

Date Signed: ________________________________

SCHEDULE 1 - STANDARD CONTRACTUAL CLAUSES

EU STANDARD CONTRACTUAL CLAUSES – MODULE TWO CONTROLLER TO PROCESSOR

SECTION I

Clause 1

Purpose and scope

  • The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for thetransfer of personal data to a third country.
  • The Parties:
    • 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
    • the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

  • These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  • The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

  • These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  • These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU)2016/679.

Clause 3

Third-party beneficiaries

  • Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    • Clause 8.1(b), 8.9(a), (c), (d) and (e);
    • Clause 9(a), (c), (d) and (e);
    • Clause 12(a), (d) and (f);
    • Clause 13;
    • Clause 15.1(c), (d) and (e);
    • Clause 16(e);
    • Clause 18(a) and (b); Module Four: Clause 18.
  • Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

  • Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the samemeaning as in that Regulation.
  • These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  • These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7

Docking clause

  • An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
  • Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses andhave the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
  • The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

  • Instructions
  • The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
  • The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
  • Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B,unless on further instructions from the data exporter.

  • Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

  • Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to eraseor rectify the data.

  • Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal dataprocessed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will onlyprocess it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause14(a).

  • Security of processing
  • The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additionalinformation for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  • The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary forthe implementation, management and monitoring of the contract. It shall ensure that persons authorised to process thepersonal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  • In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects.The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  • The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligationsunder Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
  • Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described inAnnex I.B.

  • Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by theseClauses, under the appropriate Module, or if:

    • the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
    • the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
    • the onward transfer is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
    • the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

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

  • Documentation and compliance
  • The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processingunder these Clauses.
  • The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
  • The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
  • The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out withreasonable notice.
  • The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

  • The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub- processors at least [Specify time period] in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
  • Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those bindingthe data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  • The data importer shall provide, at the data exporter’s request, a copy of such a sub- processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidentialinformation, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  • The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligationsunder its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub- processorto fulfil its obligations under that contract.
  • The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importerhas factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

  • The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
  • The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technicaland organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  • In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the dataexporter.

Clause 11

Redress

  • The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
  • In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  • Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept thedecision of the data subject to:
    • lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
    • refer the dispute to the competent courts within the meaning of Clause 18.
  • The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
  • The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  • The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and proceduralrights to seek remedies in accordance with applicable laws.

Clause 12

Liability

  • Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of theseClauses.
  • The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
  • Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is withoutprejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  • The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
  • Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
  • The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the otherParty/ies that part of the compensation corresponding to its / their responsibility for the damage.
  • The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

  • The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
  • The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond toenquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial andcompensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions havebeen taken.

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

Clause 14

Local laws and practices affecting compliance with the Clauses

  • The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
  • The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
    • the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; thecategories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
    • the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and theapplicable limitations and safeguards;
    • any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country ofdestination.
  • The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter inensuring compliance with these Clauses.
  • The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisoryauthority on request.
  • The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
  • Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the dataexporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personaldata under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right totermination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

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

    • Notification
  • The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary, withthe help of the data exporter) if it:
    • receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the responseprovided; or
    • becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses inaccordance with the laws of the country of destination; such notification shall include all information available to theimporter.
  • If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the countryof destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
  • Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, atregular intervals for the duration of the contract, with as much relevant information as possible on the requests received (inparticular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
  • The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
  • Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
    • Review of legality and data minimisation
  • The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the countryof destination, applicable obligations under international law and principles of international comity. The dataimporter shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the dataimporter shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the dataimporter under Clause 14(e).
  • The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
  • The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

  • The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  • In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
  • The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    • the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
    • the data importer is in substantial or persistent breach of these Clauses; or
    • the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

  • Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to anycopies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as requiredunder that local law.
  • Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts adecision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personaldata is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

  • Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  • The Parties agree that those shall be the courts of Ireland.
  • A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
  • The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

To

EU Standard Contractual Clauses - Module Two Controller to Processor

Section A LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representativein the European Union]

Name: See DPA, signature Line

Address: See DPA, signature line.

Contact person’s name, position and contact details: See DPA, signature line.

Role (controller/processor): CONTROLLER

Activities relevant to the data transferred under these Clauses: Controller will transfer the personal data for Processor to provide the Services.

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

Name: Paradigm Strategy Inc..

Address: 300 Brannan St Suite 610, San Francisco, CA 94107

Contact person’s name, position and contact details: Aimy Ngo, Head of Strategy & Operations, aimy@paradigmiq.com.

Role (controller/processor): PROCESSOR

Activities relevant to the data transferred under these Clauses: Paradigm will process the personal data to provide the Services.

Section B DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Paradigm will only Process the Personal Data that is strictly necessary for it to provide its Services in accordance with the Agreement. All categories of Data Subjects whose Personal Data is Processed by Paradigm in providing the Services under the Agreement may include: customers employees.

Categories of personal data transferred

Company will only transfer categories of Personal Data to Paradigm which are strictly necessary for Paradigm to provide its Services in accordance with the Agreement. This may entail Processing one or more of the following categories of categories of Personal Data: Personal details, which may include information that identifies the data subject and their personal characteristics, including: name, address, contact details such as email address, and company name.

Sensitive data transferred (if applicable)

The types of sensitive data processed includes: None.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)

One-off.

Nature of the processing

The personal data transferred will be subject to the following basic processing activities (please specify): receiving data, including collection, accessing, retrieval, recording, and data entry; and using data, including analysing for purposes of provided the Services.

Purpose(s) of the data transfer and further processing

Paradigm will Process the Personal Data on Company’s instructions, for the purposes of providing the Service that are described in the Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The personal data will be retained for the period required under the Service Agreement, and as required under the applicable law.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

See Subprocessors list.

Section C COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13: Ireland.

ANNEX II

To

EU Standard Contractual Clauses - Module Two Controller to Processor

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Paradigm shall comply with the following requirements in relation to Company Data Processed on behalf of or received from Company under the Agreement.

  • See DPA, Section 4.3.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter.

Per DPA, Section 5, any sub-processors engaged by the Paradigm shall enact the security measures providing the same or greater security as those described in the DPA, Section 4.3.

ANNEX III

To

EU Standard Contractual Clauses - Module Two Controller to Processor

LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

Sub-processor Name / Address

Contact Person

Description of Processing

(including a clear delimitation ofresponsibilities in case several sub-processors are authorised)

Beep Digital Ltd

Name :

Position:

Contact Details:

Server hosting and customer support services



SCHEDULE 2 OF THE ADDENDUM

UK STANDARD CONTRACTUAL CLAUSES – CONTROLLER TO PROCESSOR

Parties

See Schedule 1 EU SCC, Section A of Annex I.

Clause 1. Definitions

For the purposes of the Clauses:

(a)‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘Commissioner’ shall have the same meaning as in the UK GDPR;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system covered by UK adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 of the Data Protection Act 2018;

(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the UK;

(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2. Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3. Third-party beneficiary clause

3(1)

The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

3(2)

The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3(3)

The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

3(4)

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4. Obligations of the data exporter

The data exporter agrees and warrants:

4(a)

that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the Commissioner) and does not violate the applicable data protection law;

4(b)

that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

4(c)

that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

4(d)

that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

4(e)

that it will ensure compliance with the security measures;

4(f)

that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not covered by adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 Data Protection Act 2018;

4(g)

to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the Commissioner if the data exporter decides to continue the transfer or to lift the suspension;

4(h)

to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

4(i)

that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses;

4(j)

that it will ensure compliance with Clause 4(a) to (i).

Clause 5. Obligations of the data importer

The data importer agrees and warrants:

5(a)

to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

5(b)

that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

5(c)

that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

5(d)

that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

5(e)

to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the Commissioner with regard to the processing of the data transferred;

5(f)

at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the Commissioner;

5(g)

to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

5(h)

that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

5(i)

that the processing services by the sub-processor will be carried out in accordance with Clause 11;

5(j)

to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6. Liability

6(1)

The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

6(2)

If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

6(3)

If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7. Mediation and jurisdiction

7(1)

The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the Commissioner;

(b) to refer the dispute to the UK courts.

7(2)

The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8. Cooperation with supervisory authorities

The data exporter agrees to deposit a copy of this contract with the Commissioner if it so requests or if such deposit is required under the applicable data protection law.

8(2)

The parties agree that the Commissioner has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

8(3)

The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9. Governing law

The Clauses shall be governed by the law of the country of the United Kingdom in which the data exporter is established, namely

England.

Clause 10. Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from (i) making changes permitted by Paragraph 7(3) & (4) of Schedule 21 Data Protection Act 2018; or (ii) adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11. Sub-processing

11(1)

The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.

11(2)

The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

11(3)

The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the laws of the country of the UK where the exporter is established.

11(4)

The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the Commissioner.

Clause 12. Obligation after termination

12(1)

The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

12(2)

The data importer and the sub-processor warrant that upon request of the data exporter and/or of the Commissioner, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Additional commercial clauses

The parties are able to add additional commercial clauses.

When including additional commercial clauses, the parties should ensure that these clauses do not in any way:

  • overlap with or contradict the standard contractual clauses;
  • reduce the level of protection which the data importer is required to provide for the personal data; or
  • reduce the rights of data subjects, or make it any more difficult for them to exercise their rights.

Indemnification

Please click in the box if you wish to include the following optional clause:

Include

Liability

The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.

Indemnification is contingent upon:

(a) the data exporter promptly notifying the data importer of a claim; and

(b) the data importer being given the possibility to cooperate with the data exporter in the defense and settlement of the claim.

Priority of standard contractual clauses

Please click in the box if you wish to include the following optional clause:

Include

The Standard Contractual Clauses take priority over any other agreement between the parties, whether entered into before or after the date these Clauses are entered into.

Unless the Clauses are expressly referred to and expressly amended, the parties do not intend that any other agreement entered into by the parties, before or after the date the Clauses are entered into, will amend the terms or the effects of the Clauses, or limit any liability under the Clauses, and no term of any such other agreement should be read or interpreted as having that effect.

Appendix 1 to Schedule 2

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Data exporter: See Schedule 1 EU SCC, Annex I.B

Data importer: See Schedule 1 EU SCC, Annex I.B

Data subjects: See Schedule 1 EU SCC, I.B

Categories of data: See Schedule 1 EU SCC, Annex I.B

Special categories of data (if appropriate): See Schedule 1 EU SCC, Annex I.B

Processing operations: See Schedule 1 EU SCC, Annex I.B

Appendix 2 to Schedule 2

This Appendix forms part of the Clauses and must be completed and signed by the parties.

See Schedule 1 EU SCC, Annex II