Vanta Modern Slavery Act Statement

Instructions for Executing Vanta's Data Processing Addendum
‍Vanta has pre-signed this DPA in the signature block below and in each of the main body and Exhibit B (as the “data importer”). To execute this DPA, please follow the link here, which will redirect you to a secure launch form via Ironclad, complete the required fields, and select submit to route the completed DPA for execution by your Company Signer. Once executed, both parties will automatically receive a fully signed PDF copy via email. 

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This Data Processing Addendum (“DPA”) supplements the Vanta Master Subscription Agreement (the “Agreement”) entered into by and between the customer signing this DPA (“Customer”) and Vanta Inc. (“Vanta”). By executing the DPA, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement. 

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1. Definitions
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1.1 “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
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1.2 “Customer Account Data” means personal data that relates to Vanta’s relationship with Customer, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Vanta may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.
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1.3 “Customer Information” shall have the meaning set forth in the Agreement.
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1.4 “Data Exporter” means Customer.
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1.5 “Data Importer” means Vanta. 
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1.6 “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) US state privacy laws including the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection, and (iv) the UK Data Protection Act 2018, in each case as updated, amended or replaced from time to time. The terms “Data Subject”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR. 
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1.7 “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.3 of this DPA. 
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1.8 “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR. 
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1.9 “ex-Switzerland Transfer” means the transfer of Personal Data, which is processed in accordance with the Swiss Federal Act on Data Protection (“FADP”), from the Data Exporter to the Data Importer (or its premises) outside Switzerland, and such transfer is not governed by an adequacy decision made by the Federal Council in accordance with the relevant provisions of the FADP. 

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

1.11 “Personal Data” means information relating to an identified or identifiable natural person that is processed by Vanta, where such information is Customer Information.

1.12 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data.

1.13 “Services” shall have the meaning set forth in the Agreement.

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

1.15 “Sub-Processor” means any other processor engaged by Vanta to process Personal Data.

1.16 “UK SCCs” means the EU SCCs, as amended by Exhibit D (UK Addendum). 

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2. Relationship of the Parties; Processing of Data

2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Vanta is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Vanta to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Vanta by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Vanta regarding the processing of such Personal Data. Customer shall not provide or make available to Vanta any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Vanta from all claims and losses in connection therewith. 

2.2 Vanta shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with this DPA or any other documented instructions provided by Customer, or (iii) in violation of Data Protection Laws. Customer hereby instructs Vanta to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services. If Data Protection Laws require Vanta to process Personal Data in a manner that conflicts with the instructions provided by Customer, Vanta will inform Customer of that legal requirement before processing, unless prohibited from doing so by applicable law.

2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.

2.4 Following completion of the Services, at Customer’s choice, Vanta shall return or delete Personal Data, unless further storage of such Personal Data is required by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Vanta shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Vanta have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in  Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Vanta to Customer only upon Customer’s request. 

2.5 US State Privacy Laws. To the extent that the processing of Personal Data is subject to US state privacy laws, including but not limited to the CCPA, the terms set forth in Exhibit E shall apply.

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3. Confidentiality‍

3.1 Vanta shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Vanta’s confidentiality obligations in the Agreement. Customer agrees that Vanta may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Customer.

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4. Sub-Processors

4.1 Customer acknowledges and agrees that Vanta may (1) engage its Affiliates as Sub-Processors,and (2) may engage third parties as Sub-Processors subject to Section 4.2. By way of this DPA, Customer provides general written authorization to Vanta to engage Sub-processors to perform the Services.

4.2 A list of Vanta’s current Sub-Processors (the “List”) is available to Customer at https://trust.vanta.com/subprocessors. Customer hereby authorizes the Sub-Processors on the List. Vanta may engage new Sub-Processors from time to time. Vanta will provide a mechanism for Customer to subscribe to notifications (which may include but are not limited to email notifications) of new Sub-Processors. If Customer does not subscribe to such notifications, Customer waives any right to receive prior notice of new Sub-Processors. At least ten (10) days before enabling any third party other than existing Sub-Processors to process Personal Data, Vanta will add such third party to the List and notify subscribers, including Customer, via the aforementioned notifications. Customer may object to such an engagement by informing Vanta in writing within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is based on reasonable grounds relating to data protection. Customer acknowledges that certain Sub-processors are essential to providing the Services and that objecting to the use of a Sub-processor may prevent Vanta from offering some or all of the Services to Customer.

4.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Vanta cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Vanta. Discontinuation shall not relieve Customer of any fees owed to Vanta under the Agreement. 

4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Vanta, that third party will be deemed a Sub-Processor for the purposes of this DPA.

4.5 Vanta will enter into a written agreement with the Sub-Processor imposing on the Sub-Processor data protection obligations comparable to those imposed on Vanta under this DPA with respect to the protection of Personal Data. In case a Sub-Processor fails to fulfill its data protection obligations under such written agreement with Vanta, Vanta will remain liable to Customer for the performance of the Sub-Processor’s obligations under such agreement.

4.6 If Customer and Vanta have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Vanta of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Sub-Processors that must be provided by Vanta to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by Vanta beforehand, and that such copies will be provided by Vanta only upon request by Customer.

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5. Security of Personal Data

5.1 Taking 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, Vanta shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Vanta’s technical and organizational security measures.

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6. Transfers of Personal Data

6.1 The parties agree that Vanta may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Vanta’s primary processing operations take place in the United States, and that the transfer of Personal Data to the United States is necessary for the provision of the Services to Customer. If Vanta transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Vanta will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

6.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows:

6.2.1 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Vanta is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA.

6.2.2 Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Vanta is processing Personal Data on behalf of Customer as a sub-processor.

6.3 For each module, where applicable: 

6.3.1 The optional docking clause in Clause 7 does not apply; 

6.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this DPA; 

6.3.3 All square brackets in Clause 13 are hereby removed; 

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

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

6.3.6 Exhibit B to this DPA contains the information required in Annex I and Annex III of the EU SCCs; 

6.3.7 Exhibit C to this DPA contains the information required in Annex II of the EU SCCs; and 

6.3.8 By entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes. 

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

6.5 Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications: 

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

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

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

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

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

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

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

6.6.3 The Data Exporter and Data Importer will meet as needed to consider whether:

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

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

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

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

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

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7. Rights of Data Subjects

7.1 Vanta shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Vanta receives a Data Subject Request in relation to Personal Data, Vanta will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Vanta, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

7.2 Vanta shall, at the request of Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Vanta’s assistance and (ii) Vanta is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Vanta.

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8. Actions and Access Requests; Audits

8.1 Vanta shall, taking into account the nature of the processing and the information available to Vanta, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Vanta.

8.2 Vanta shall, taking into account the nature of the processing and the information available to Vanta, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Vanta.

8.3 Vanta shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to Vanta, have the right to review, audit and copy such records at Vanta’s offices during regular business hours.

8.4 Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Vanta shall make available for Customer’s review copies of certifications or reports demonstrating Vanta’s compliance with prevailing data security standards applicable to the processing of Personal Data via Vanta’s Trust Center available at https://trust.vanta.com/resources. If and to the extent the provision of these materials is not reasonably sufficient under Data Protection Laws to demonstrate such compliance, Customer may request an audit or inspection of Vanta’s data security infrastructure and procedures applicable to the processing of Personal Data provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Vanta’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Vanta for any time expended. If Customer and Vanta have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4. 

8.5 Vanta shall immediately notify Customer if an instruction, in Vanta’s opinion, infringes Data Protection Laws.

8.6 In the event of a Personal Data Breach, Vanta shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Vanta in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Vanta’s reasonable control).

8.7 In the event of a Personal Data Breach, Vanta shall, taking into account the nature of the processing and the information available to Vanta, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

8.8 The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Vanta’s obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Vanta of any fault or liability with respect to the Personal Data Breach.

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9. Customer Account Data. The parties acknowledge and agree that with respect to Customer Account Data, Vanta is an independent controller, not a joint controller with Customer. Vanta will process Customer Account Data  as a controller in accordance with the Agreement and Data Protection Laws. Any processing by Vanta as a controller shall be in accordance with Vanta’s privacy policy set forth at https://www.vanta.com/privacy. 

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10. Conflict. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) Vanta’s privacy policy. Any claims brought in connection with this DPA will be subject to the Agreement, including any applicable exclusions and limitations.

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11. EU-Specific Addenda. Solely to the extent applicable, the following Addenda are hereby incorporated by reference into this DPA: (a) Vanta’s EU Data Act Addendum (available here) and (b) Vanta’s Digital Operational Resilience Addendum (available here).

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Exhibit A

Details of Processing

Nature and Purpose of Processing: Vanta will process Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation: 

• Receiving data, including collection, accessing, retrieval, recording, and data entry
• Protecting data, including restricting, encrypting, and security testing
• Holding data, including storage, organization, and structuring
• Erasing data, including destruction and deletion
• Sharing data, including disclosure to subprocessors as permitted in this DPA

Duration of Processing: Vanta will process Personal Data as long as required to provide the Services to Customer and as set forth under the Agreement.

‍Categories of Data Subjects: Customer’s employees, consultants, contractors, and/or agents. 

‍Categories of Personal Data: Vanta processes Personal Data in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data may include name, email, job title, username, device identifiers (e.g. serial number), IP address for company device, installed applications for company device, background check verification records (at discretion of Controller), security training records. 

‍Sensitive Data or Special Categories of Data: Customers are prohibited from providing sensitive personal data or special categories of data to Vanta, including without limitation, any data which discloses criminal history

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Exhibit B

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

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1. The Parties

Data exporter(s): 

Name: As set out in the Agreement.

Trading Name (if different): As set out in the Agreement.

Address: As set out in the Agreement.

Official Registration Number (if any) (company number or similar identifier): As set out in the Agreement.

Contact person’s name, position and contact details: As set out in the Agreement.

Activities relevant to the data transferred under these Clauses: As described in Section 2 of the DPA.

Role (controller/processor): Controller 

‍Data importer(s): 

Name: Vanta, Inc. 

Trading Name (if different):  N/A

Address and contact information:  655 Montgomery Street, Suite 1600, San Francisco, CA 94111; privacy@vanta.com

Official Registration Number (if any) (company number or similar identifier): N/A

Activities relevant to the data transferred under these Clauses: As described in Section 2 of the DPA.

Role (controller/processor): Processor

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2. Description of the Transfer

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3. Competent Supervisory Authority 

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs; in the case of ex-Switzerland Transfers, the supervisory authority shall be the Federal Data Protection and Information Commissioner. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.

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Exhibit C

Description of the Technical and Organisational Security Measures implemented by the Data Importer

Vanta maintains administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Personal Data as described in the Information Security Addendum available at https://www.vanta.com/legal/information-security-addendum, which includes the information required by Annex II of the EU SCCs and Annex II of the UK Addendum. Vanta will not materially reduce the overall security of the Service during a subscription term.

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Exhibit D

UK Addendum 

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Part 1: Tables

Table 1: Parties

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Table 2: Selected SCCs, Modules and Selected Clauses

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Table 3: Appendix Information

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

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

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Part 2: Mandatory Clauses

Entering into this UK Addendum:

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

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

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Interpretation of this UK Addendum

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

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

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

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

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

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

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Hierarchy

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

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

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

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Incorporation and Changes to the EU SCCs:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Amendments to the UK Addendum

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

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

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

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

b) reflects changes to UK Data Protection Laws;

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

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

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

b) its risk under the UK Addendum, 

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

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

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