Prior Version as of December 18, 2024

1.1. Application of this C2PA. This C2PA applies to any Processing of Personal Data by Processor on behalf of Amazon or any Amazon Affiliate under or in connection with the Agreement.

1.2. Relationship with the Agreement. This C2PA is incorporated into and forms part of the Agreement. In the event and to the extent of any conflict between the terms of the Agreement and this C2PA, the terms of this C2PA shall prevail. Except as expressly amended herein, the terms of the Agreement remain in full force and effect.

1.3. Description of Processing. The description of the Parties and Processing under this C2PA is specified in the Personal Data Processing Details form separately completed by the Parties.

1.4. Definitions. In this C2PA:

"Affiliate” means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

“Amazon Security Standards” means Amazon’s information security requirements found at https://aws.amazon.com/legal/avsp/ or otherwise executed by the parties.

“C2PA” means this agreement, including its Schedules and any other document incorporated by reference.

“Controller” means a natural, legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of Processing. For purposes of this C2PA, Amazon is the Controller.

“Data Protection Law” means all applicable laws, rules, regulations, and guidance relating to privacy, data protection, data security, encryption and confidentiality.

“Data Subject” means an identified or identifiable natural person to whom Personal Data relates.

“International Data Transfer Approved Tools" means any standard clauses, terms, or other legal instrument recognized by Data Protection Laws as providing sufficient safeguards to enable the lawful transfer of Personal Data from one jurisdiction to another jurisdiction.

“Party” means a party to this C2PA.

“Personal Data” means any information in any form that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked (directly or indirectly) to an identified or identifiable natural person, and any other data or information that constitutes personal data, personal information, personally identifiable information, or similar terms under any Data Protection Law.

“Personal Data Breach” means the loss, misuse, destruction, alteration, unauthorised disclosure or acquisition of, or access to, Personal Data or as otherwise similarly defined under any applicable law.

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

“Processor” means any natural or legal person, including public authority, agency or other body which Processes Personal Data on behalf of a Controller.

“Services” means the Services provided under the Agreement.

2.1. Compliance with Applicable Law. Processor shall comply with applicable law, including Data Protection Laws, in connection with its obligations under the Agreement. Processor represents and warrants that it has no reason to believe that any applicable law prevents it from complying with this C2PA.

2.2. Use of Personal Data. Processor shall:

(a) Process Personal Data only in accordance with the written instructions of Amazon and as strictly necessary to perform the Services unless required otherwise by applicable law, provided that Processor shall inform Amazon of such legal requirement before Processing unless that law prohibits such information on the grounds of important public interest;

(b) immediately inform Amazon if Processor is of the opinion that any Amazon instructions relating to the Processing of Personal Data infringe applicable law (including Data Protection Laws); and

(c) Process Personal Data only for the limited and specific purpose(s) of the Processing set out in this C2PA (including the Personal Data Processing Details), and shall not retain, use, sell, share, combine, or disclose Personal Data for any other purpose.

Processor hereby certifies its understanding of and compliance with these Processing limitations.

2.3. Confidentiality. Processor shall ensure that its and its respective Affiliates’ employees, agents, contractors and other personnel who have access to Personal Data are bound by suitable binding confidentiality obligations that are no less protective than set out in the Agreement.

2.4. Security. Processor shall implement and maintain physical, technical and organizational measures to protect against any Personal Data Breach in accordance with good industry practice and which are commensurate with the nature of Personal Data Processed under the Agreement. Without limiting the foregoing, Processor shall comply with the Amazon Security Standards, which are incorporated herein by reference.

2.5. Personal Data Breach. Should a Personal Data Breach occur, Processor shall, in addition to complying with any applicable provisions in the Amazon Security Standards, at its sole cost and expense:

(a) provide notice to Amazon without undue delay of any Personal Data Breach with, at a minimum, the following details:

(i) the nature of the Personal Data Breach including the type of Amazon Personal Data; and

(ii) an estimation of the number of Data Subjects involved by location; and

(b) promptly investigate the Personal Data Breach and provide Amazon with reasonable assistance to satisfy any legal obligations (including obligations to notify government authorities, Data Subjects or others) of Amazon in relation to such Personal Data Breach.

2.6. Sub-Processors.

(a) Processor shall not engage any other sub-processor without Amazon’s prior written consent. If Processor wishes to request Amazon’s prior written consent to engage a sub-processor, it shall provide Amazon with no less than 90 days’ written notice with such notice including all information necessary to enable Amazon to assess Processor’s request.

(b) Processor shall be fully responsible for all acts and omissions of its sub-processors and shall ensure that each sub-processor is subject to binding contractual agreements no less onerous than those set out in this C2PA and the Agreement.

(c) Processor shall immediately notify Amazon if any sub-processor fails to fulfil its contractual obligations relating to the sub-processing of Personal Data.

(d) Processor shall ensure that each agreement with a sub-processor includes a third-party beneficiary clause for the benefit of Amazon and each of its Affiliates to terminate such agreement and require the sub-processor to, at Amazon’s election, promptly delete or return Personal Data if the Processor has factually disappeared, ceased to exist in law or has become (or is likely to become) insolvent.

(e) Upon Amazon’s request, Processor shall promptly provide copies of each sub-processor agreement (and any subsequent amendments) to Amazon. To the extent necessary to protect business secrets or confidential information, including Personal Data, Processor may redact the text of the agreement (and amendment(s)) prior to sharing the copy.

2.7. Third-Party Requests. Processor shall:

(a) promptly notify Amazon without undue delay of any request:

(i) for information from or complaint by a supervisory authority, regulator, law enforcement agency or credit reporting agency, in relation to Personal Data that Processor Processes in connection with the Agreement; and

(ii) to Processor by a Data Subject to exercise rights under Data Protection Laws such as to access, rectify, amend, correct, share, delete or cease Processing of their Personal Data;

(b) if requested by Amazon, discuss and cooperate in the preparation of any response to such request, and take any action(s) with respect to Personal Data as part of such response(s); and

(c) not respond to such request without Amazon’s prior written consent.

2.8. Assistance. Processor shall provide full and prompt assistance to Amazon as Amazon may request and otherwise as reasonably necessary for Amazon to meet its obligations under Data Protection Laws (including in responding to requests from Data Subjects exercising their rights under Data Protection Laws, conducting data protection impact assessments or other similar assessments, and consulting with competent authorities). Processor shall apply appropriate technical and organizational measures, to the extent possible and taking into account the nature of the Processing and information available to it, when providing such assistance to Amazon.

2.9. Deletion and Return of Personal Data. Processor shall promptly delete or return all Personal Data to Amazon upon request. Unless Amazon notifies Processor otherwise, on termination of the Agreement, Processor shall delete all Personal Data within 30 days and provide Amazon with a written confirmation acknowledging that all Personal Data has been deleted or returned. Notwithstanding the foregoing, Processor may retain Personal Data solely to the extent required otherwise by applicable law.

2.10. International Transfers. Processor shall not transfer Personal Data from one jurisdiction to another jurisdiction where any such transfer would be subject to restrictions under Data Protection Laws, unless the Processor has obtained Amazon’s prior written consent. Any such transfers shall be subject to the following conditions:

(a) where required by Data Protection Laws, Processor shall ensure such transfers are subject to a lawful transfer mechanism (including any International Data Transfer Approved Tools);

(b) for transfers originating in the EEA, the Standard Contractual Clauses set out in Schedule 1 shall apply, and where the Processing of the Personal Data is subject to Data Protection Laws in force in the United Kingdom of Great Britain and Northern Ireland, including the Data Protection Act 2018, the UK Addendum set out in Schedule 2 shall apply;

(c) for transfers where the Processing of the Personal Data is subject to the Japanese Act on the Protection of Personal Information and its implementing regulations, the JP Addendum set out in Schedule 3 shall apply;

(d) for transfers originating in the Kingdom of Saudi Arabia (the “KSA”) involving Personal Data subject to Data Protection Laws in force in the KSA, including the Personal Data Protection Law issued by Royal Decree No. (M/19) dated 9/2/1443 AH and amended by Royal Decree No. (M/148) dated 5/9/1444 AH., the Standard Contractual Clauses set out in Schedule 4 shall apply;

(e) where Personal Data is transferred from other jurisdictions that impose restrictions on international transfers, and the Data Protection Laws of such jurisdictions recognize the Standard Contractual Clauses set out in Schedule 1 as providing an adequate safeguard to enable such transfers, relevant provisions in the Standard Contractual Clauses set out in Schedule 1 shall apply;

(f) Processor shall enter into any further agreements as Amazon may require to ensure international transfers are in compliance with Data Protection Laws;

(g) Amazon may, at any time and without liability, suspend or prohibit such transfer; and

(h) Processor represents and warrants that in respect of such transfer it shall continue to comply with this C2PA and is not subject to any conflicting legal obligation that would prevent it from doing so.

2.11.

Demonstrating Compliance. Upon Amazon’s request, Processor shall promptly make available all information necessary to demonstrate compliance with this C2PA and Data Protection Laws, and allow for Amazon or another auditor mandated by Amazon to audit compliance with this C2PA. Without limiting the foregoing, Processor shall promptly:

(a) make available and provide access to such documents, records, systems and personnel, and Processor’s premises or physical facilities (on reasonable notice, where appropriate), as Amazon may require to exercise its rights under this clause;

(b) provide copies of any external independent audit reports on Processor’s privacy and security practices (such as a SOC 2 audit); and

(c) if any audit of Processor’s compliance with this C2PA identifies potential risks or non-compliance with this C2PA, within 10 days of being notified of such risk or non-compliance, provide Amazon with a plan for remediating such issues and implement such plan (taking into account any reasonable requirements of Amazon in respect of the same).

2.12. Non-Compliance and Termination.

(a) Processor shall promptly inform Amazon if it is unable to comply with the C2PA or its obligations under Data Protection Laws for any reason.

(b) If Processor is in breach of this C2PA, Amazon may suspend or discontinue the Processing of Personal Data until Processor remedies such breach or the Agreement is terminated.

(c) Amazon may, on written notice to Processor, terminate the Agreement without liability if:

(i) Processor has not remedied a breach of this C2PA within a reasonable period, and in any event within one month;

(ii) Processor is in substantial or persistent breaches of this C2PA or Data Protection Laws; or

(iii) Processor fails to comply with a binding decision of a competent court or competent supervisory authority.

3.1. Third Party Rights. This C2PA is for the benefit of Amazon and each of its Affiliates who may enforce any of its terms. Except as provided in the foregoing, no person may enforce any term of this C2PA other than Amazon or Processor.

3.2. Remedies. The rights and remedies provided under this C2PA are in addition to, and not exclusive of, any rights or remedies provided by law or in the Agreement.

3.3. Survival. Clauses 1.3, 1.4, 2.1, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.11, 2.12, 2.13(c), 3, 3.1, 3.2, 3.3, 3.4 and 3.5 of this C2PA shall survive termination or expiration of the Agreement.

3.4. Governing Law and Jurisdiction. Without prejudice to the mandatory provisions of the Data Protection Laws, the governing law and jurisdiction provisions of the Agreement shall apply to this C2PA.

3.5. Updates. To the extent required to comply with Data Protection Laws or the requirements of a competent supervisory authority, (i) Amazon may update this C2PA at this URL from time to time by posting an updated C2PA, and Processor’s continued provision of Services constitutes acceptance of such updated C2PA; and (ii) Amazon may require Processor or an Affiliate of Processor to execute a new data processing agreement or comparable terms to this C2PA with the relevant Amazon Affiliate

SECTION I

Clause 1

Purpose and Scope

(a)      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 the transfer of personal data to a third country.

(b)      The Parties:

(i)      the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii)     the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(c)      These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)      The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a)      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.

(b)      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

(a)      Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

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

(ii)     Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii)    Clause 9(a), (c), (d) and (e);

(iv)    Clause 12(a), (d) and (f);

(v)     Clause 13;

(vi)    Clause 15.1(c), (d) and (e);

(vii)   Clause 16(e);

(viii)  Clause 18(a) and (b).

(b)      Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a)      Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)      These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c)      These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 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 – Optional

Docking clause

(a)      An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b)      Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c)      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 the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1      Instructions

(a)      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.

(b)      The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2      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.

8.3      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.

8.4      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 erase or rectify the data.

8.5      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 data processed 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 only process 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 Clause 14(a).

8.6      Security of processing

(a)      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 additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with 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.

(b)      The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c)      In the event of a personal data breach concerning personal data processed by the data importer 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.

(d)      The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under 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.

8.7     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 in Annex I.B.

8.8     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 these Clauses, under the appropriate Module, or if:

(i)      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;

(ii)     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;

(iii)   the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv)   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.

8.9    Documentation and compliance

(a)      The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b)      The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c)      The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and 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.

(d)      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 with reasonable notice.

(e)      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

(a)      The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least 90 days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.

(b)      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 binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under 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.

(c)      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 confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d)      The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e)      The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has 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

(a)      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.

(b)      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 technical and 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.

(c)      In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

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

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

(c)      Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i)      lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

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

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

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

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

Clause 12

Liability

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

(b)      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.

(c)      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 without prejudice 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.

(d)      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.

(e)      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.

(f)      The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g)      The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a)      The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(b)      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 to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

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

Clause 14

Local laws and practices affecting compliance with the Clauses

(a)      The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by 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.

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

(i)      the specific circumstances of the transfer, including the 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; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii)     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 the applicable limitations and safeguards;

(iii)    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 of destination.

(c)      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 in ensuring compliance with these Clauses.

(d)      Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e)      The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change 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).

(f)      Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under 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 data exporter 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 personal data under these Clauses. If 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. 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

15.1    Notification

(a)      The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i)      receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii)      becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b)      If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of 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.

(c)      permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether  requests have been challenged and the outcome of such challenges, etc.).

(d)      The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e)      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.

15.2    Review of legality and data minimisation

(a)      The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of  the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b)      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.

(c)      The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a)      The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b)      In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c)      The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i)      the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii)     the data importer is in substantial or persistent breach of these Clauses; or  

(iii)    the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

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

(d)      Personal data that has been transferred prior to the termination of the contract pursuant 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 any copies 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 required under that local law.

(e)      Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers 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 personal data 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 Luxembourg.

Clause 18

Choice of forum and jurisdiction

(a)      Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)      The Parties agree that those shall be the courts of Luxembourg.

(c)      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.

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

APPENDIX

 

ANNEX I

A.   LIST OF PARTIES

Data exporter(s): Amazon (see Personal Data Processing Details form).

Data importer(s): Processor (see Personal Data Processing Details form).

B.   DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

See Personal Data Processing Details form.

Categories of personal data transferred

See Personal Data Processing Details form.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

See Personal Data Processing Details form.

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

See Personal Data Processing Details form.

Nature of the processing

See Personal Data Processing Details form.

Purpose(s) of the data transfer and further processing

See Personal Data Processing Details form.

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

See Personal Data Processing Details form.

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

See Personal Data Processing Details form.

C.   COMPETENT SUPERVISORY AUTHORITY

Competent supervisory authority/ies in accordance with Clause 13.

The National Commission for Data Protection (Commission Nationale pour la Protection des Données – CNPD).

 

ANNEX II

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

 

See Amazon Security Standards.

 

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors: See the Personal Data Processing Details form separately completed by the Parties.

The Parties agree upon the Controller to Processor (External) Agreement (C2PA), with the following terms:

1. Definitions. In this JP Addendum:

 

 

 

“Personal Information”

 

means information as defined in Paragraph 1 of Article 2 of the JP APPI.

 

 

“Pseudonymously Processed Information”

 

means information as defined in Paragraph 5 of Article 2 of the JP APPI.

 

 

“Anonymously Processed Information”

 

means information as defined in Paragraph 6 of Article 2 of the JP APPI.

 

 

“Personally Referable Information”

 

means information as defined in Paragraph 7 of Article 2 of the JP APPI.

2.      Processor Policy.  Processor will determine and make public on its homepage, etc. a policy for handling of Personal Information (which specifies the purposes of use of the Personal Information in a concrete manner). Processor will maintain and enforce an information and network security policy for its personnel that meets the requirements under C2PA and the applicable law (including any Data Protection Laws).

3.      Pseudonymously Processed Information. Processor will not prepare Pseudonymously Processed Information based on information provided by Amazon. Even if Processor receive Pseudonymously Processed Information in accordance with the JP APPI and regulations, Processor will not cross reference Pseudonymously Processed  i information with other information with the purpose of identifying the Data Subject in relation to the original Personal Information thereof.

4.      Anonymously Processed Information. Processor will not prepare Anonymously Processed Information based on information provided by Amazon. Processor will not cross reference Anonymously Processed Information it receives with other information with the purpose of identifying the Data Subject in relation to the original Personal Information thereof.

5.      No Identification. Processor will not cross reference any information related to an existing individual included in information provided by Amazon which cannot identify a specific individual with other information for the purpose of identifying the individual related to such information.

6.      Other reviews; audits. Upon Amazon’s written request, (at least once a year), to confirm Processor’s compliance with C2PA and the applicable law (including any Data Protection Laws), Processor grants Amazon or, at Amazon’s election, a third party on Amazon’s behalf, permission to perform an assessment, audit, examination, or review of the physical, administrative, and technical safeguards in place to protect Personal Information Processed by Processor under C2PA and the applicable law (including any Data Protection Laws). Processor shall fully cooperate with the assessment.

7.      Warranties. Processor represents and warrants and covenants to Amazon the following matters are true and correct as of the execution date hereof and during the effective term of this Agreement including this Exhibit.

7.1 Compliant with APEC or OECD guidelines. Processor will take measures based on the Asia-Pacific Economic Cooperation (APEC) Privacy Framework or the Organization for Economic Co-operation and Development (OECD)’s Privacy Guidelines for the handling of Personal Information and implement such measures at all times while performing C2PA. Provided, however, that, if Processor receives third party provision of Personal Data from Amazon, Processor will obtain and maintain APEC CBPR certification for the duration of this Agreement or take all measure corresponding to the eight principles of the OECD Guidelines.

7.2 Handling of Personally Referable Information. If information provided by Amazon constitutes Personally Referable Information, Processor will not obtain or use such information as Personal Data by cross-referencing it with other information after receipt without Amazon's prior written consent. Furthermore, if Processor receives Personally Referable Information and obtains and uses the Personally Referable Information as Personal Data with Amazon's prior written consent, Processor will obtain the prior consent of the Data Subject to obtain the Personally Referable Information to be used as Personal Data that identifies the Data Subject.

Section I

Definitions

In this document, unless explicitly stated otherwise, the following terms shall have the meanings assigned to each of them below:

The Kingdom: The Kingdom of Saudi Arabia (KSA)

The Law: The Personal Data Protection Law (PDPL) issued by Royal Decree No. (M/19) dated 9/2/1443 AH and amended by Royal Decree No. (M/148) dated 5/9/1444 AH.

Regulations: The Implementing Regulations of the Law “Includes both of the implementing Regulations and the implementing Regulation for Personal Data Transfer outside the Kingdom.”

The Competent Authority: Saudi Data & AI Authority (SDAIA)

Appropriate Safeguards: The requirements imposed by the competent authority on controllers, which include adherence to the Law and Regulations when transferring or disclosing personal data to entities outside the Kingdom.  This applies in cases where exemptions are granted from the conditions for providing an appropriate or minimum level  of personal data protection, to ensure appropriate level of protection when transferring personal data outside the Kingdom that meets at least the standards prescribed by the Law and Regulations.

Standard Contractual Clauses: Mandatory provisions governing the transfer of personal data outside the Kingdom that ensure appropriate level of protection for such data not less than the standard prescribed by the Law and Regulations. These provisions are in accordance with a standard form issued by the competent authority.

International Organization: A legal body comprising members from at least three countries, operating in multiple sovereign states, established through a formal legal document such as a treaty or agreement based on international law, and this legal document defines the aims and objectives of the international organization and its structures, decision-making powers and jurisdiction.  (e.g. the United Nations, the World Bank, the League of Arab States, the Arab Monetary Fund).  These organizations engage in international activities and must comply with various Personal Data protection laws across different jurisdictions.

Transfer of Personal Data: Transfer, disclosure (or granting of access) of Personal Data from the Kingdom of Saudi Arabia to Controllers, Processors, or other recipients in countries or international organizations other than the Kingdom of Saudi Arabia where neither the Personal Data Exporter nor the Importer of the Personal Data.

Third-Party Data Transfers/Subsequent Transfers: The transfer of Personal Data from an external country or international organization to Controllers or Processors within the same country/organization or in another country/organization.

Section II

Clause (1) Purpose and Scope

A.         The purpose of these Clauses is to ensure that an appropriate level of Personal Data protection equivalent to the level of protection applicable under the Personal Data Protection Law and its Implementing Regulations is applied in the absence of an appropriate level of Personal Data protection outside the Kingdom by specifying the obligations of the parties involved in the transfer of Personal Data to a country or international organization that does not have an appropriate level of Personal Data protection.  Appendix (1) shows the data for both Data Exporters and Data Importers.

B.         These Clauses apply to the transfer of Personal Data as specified in Appendix (2) (“Personal Data to be Transferred or Disclosed”).

Clause (2) Impact and Modification

A.         These Clauses set out appropriate safeguards, including rights of complaint by Personal Data Subjects, and cannot be amended except to select the appropriate template or to add or update information in the appendix.

B.         The parties may incorporate these Clauses into a comprehensive agreement or add other clauses or additional guarantees, provided they do not directly or indirectly conflict with these Clauses or infringe on the fundamental rights of Personal Data Subjects.

C.         These Clauses do not relieve any party from its obligations under the Law and Regulations, nor do they prejudice the provisions of the Laws and Regulations in force in the Kingdom or agreements to which the Kingdom is a party.

Clause (3) Rights of Personal Data Subjects

A.         These Standard Contractual Clauses are without prejudice to the rights of Personal Data Subjects under the Law and Regulations.

B.         Personal Data Subjects whose Personal Data is transferred from the parties based on these Standard Contractual Clauses may notify the Competent Authority (“Saudi Data & AI Authority”) if they become aware of any violation of these Standard Contractual Clauses.

Clause (4) Interpretation

A.         Unless the context requires otherwise, the words and phrases used in these Clauses shall have the meanings assigned to them in Article (1) of the Personal Data Protection Law issued by Royal Decree No. (M/19) dated 9/2/1443 AH and amended by Royal Decree No. (M/148) dated 5/9/1444 AH, Article (1) of the Implementing Regulation of the PDPL and Article (1) of the Regulation on the Transfer of Personal Data Outside the Kingdom.

B.         These Clauses must be read and interpreted in light of and in accordance with the provisions of the Law and Regulations referred to in paragraph (a) of this Article, and may not be interpreted in any other way that is inconsistent with the provisions of the Law and Regulations.

Conflict (5) Clause

In the event of a conflict between these Clauses and any provision in any other agreement between the parties, these Clauses shall prevail.

Clause (6) Details of Transfers

The transfer(s), as well as the categories of Personal Data and the purposes of the transfers, are described in the Appendix.

Clause (7) Addition of New Parties

A.         Any Personal Data Importer or Personal Data Exporter who is not a party to these Standard Clauses may join these Standard Contractual Clauses by completing and signing Appendix (1), with the consent of the existing parties.  The Joining Entity shall be either the Personal Data Importer or the Personal Data Exporter.

B.         Once Appendix (1) has been completed and signed, the Joining Entity shall be a party to these Clauses, and the newly Joined Entity shall, as of the date of joining, and assume the responsibilities depending on the nature of the Personal Data processing and transfer operations that occurred on or after the date of joining, and shall be entitled to exercise the rights and obligations corresponding to its role as defined in these Clauses.

Clause (8) Governing Law and Jurisdiction

These Standard Contractual Clauses shall be governed by the applicable laws of the Kingdom of Saudi Arabia.  Any dispute arising from the application of the provisions of these Clauses shall fall under the jurisdiction of the Kingdom and be vested in its courts.  The Personal Data Importer, under these Standard Contractual Clauses, agrees to submit to the jurisdiction of the Kingdom of Saudi Arabia.

Clause (9) Compliance with the Requests of the Competent Authority

A.         Each party agrees to comply with any requests from the Competent Authority in relation to these Standard Contractual Clauses or the processing of transferred Personal Data.

B.         The Personal Data Importer agrees and commits to cooperate with the Competent Authority and comply with all its requests and inquiries and provide the necessary documents and information to ensure compliance with the Standard Contractual Clauses.

C.         The Personal Data Importer agrees to abide by the measures adopted by the Competent Authority, including corrective measures and compensation.

Clause (10) Compensation

A.         If any dispute arises between the Personal Data Subject and a party regarding compliance with the Standard Contractual Clauses, that party shall use all necessary means to settle the dispute amicably with the Personal Data Subject, and all parties shall inform each other of the existence of such dispute to ensure that it is resolved in  cooperation with each other.

B.         The Personal Data Subject may submit to the Competent Authority any complaint arising from the application of the provisions of these Standard Contractual Clauses, in accordance with the procedures for submitting complaints specified by the Law and Regulations.

C.         The Personal Data Subject has the right to claim before the competent court for compensation for material or moral damage in proportion to the magnitude of the damage arising from the application of these Standard Contractual Clauses.

Clause (11) Personal Data Security

A.         All parties shall take the necessary organizational, administrative, and technical measures that ensure to maintain the privacy of personal Data against any breach at all stages of processing, including personal data security during the transfer process.  In assessing the appropriate level of security, the Parties shall take into account the  urrent state of technology, implementation costs, and the nature of the Personal Data transferred, as well as the nature, scope, context, purposes, the risks involved in the processing of the Personal Data, and specifically consider the application of encryption or de-identification, including during Personal Data transfer, where the purpose of the data processing can be achieved in this way.

B.         The Personal Data Exporter shall assist the Personal Data Importer in fulfilling the necessary data security requirements, and in the event of any Personal Data breach in relation to the transferred Personal Data processed by The Personal Data Exporter under these Standard Contractual Clauses, The Personal Data Exporter shall notify the Personal Data Importer without delay after becoming aware of such breach and shall assist the Personal Data Importer in containing such breach.

C.         The Data Exporter ensures that persons authorized to process the transferred Personal Data are bound by confidentiality and non- disclosure under an appropriate legal obligation of confidentiality and non-disclosure.

Clause (12) Duration and Termination

A.         If, for any reason, the personal Data Importer is unable to fulfill its obligations under these Standard Contractual Clauses, it must inform The Personal Data Exporter within (24) hours from the time it becomes aware of this.

B.         In the event that the personal Data Importer violates these Standard Contractual Clauses or is unable to comply with them, the personal Data Exporter shall immediately cease the transfer of Personal Data to the Personal Data Importer until the Personal Data Importer ensures its return to compliance again, provided that the Personal Data Importer shall be given a period of (30) days, extendable for a similar maximum period, to prove its ability to comply with these Clauses, and if the period expires without achieving this, the two parties shall agree to terminate the contract, without any liability for the Personal Data Exporter or Controller, as the case may be.

C.         The Personal Data Exporter or Controller, as the case may be, shall ensure that all Personal Data previously transferred to the Personal Data Importer is fully destroyed before terminating the Standard Contractual Clauses under paragraph (b) above.  It shall also ensure that any copies it has of such personal data are destroyed.

D.         The Personal Data Importer must document the destruction of the data, and this documentation must be provided to the Personal Data Exporter or controller upon request.

E.         The Personal Data Importer must continue to ensure - until the data is destroyed - that it complies with these Standard Contractual Clauses.

Clause (13) Protection of Transferred Personal Data

The Personal Data Exporter and the Personal Data Importer shall process the transferred Personal Data according to the nature and purposes of the transfer and the appropriate template, set out below:

1.         Processing Instructions

The Personal Data Importer shall only process the transferred Personal Data based on written instructions from the Personal Data Exporter.  Accordingly, if the Personal Data Importer is unable to follow the instructions, it shall inform the Personal Data Exporter in writing without undue delay.

2.         Processing Restrictions

The Personal Data Importer shall process the transferred Personal Data in accordance with the purposes specified in Appendix (2), unless otherwise directed in writing by the Personal Data Exporter, provided that the Personal Data shall be processed in accordance with the provisions of the Law and its Implementing Regulations in all cases.

3.         Compliance with the Requests of the Competent Authority

A.         In order for the Competent Authority to exercise its powers under the Law and the Implementing Regulations, the parties shall provide a copy of these Clauses to the Competent Authority upon request and without undue delay.  The Competent Authority may request any additional information in relation to transfers of Personal Data.

B.         Each party agrees to comply with any requests made by the Competent Authority in relation to these Clauses or the processing of the Transferred Personal Data.

C.         Upon request, the Personal Data Importer (either directly or through the Personal Data Exporter) shall disclose its identity and contact details and the categories of Personal Data being processed to the Personal Data Subject and provide a copy of these items.

4.         Accuracy and Quality of Personal Data

If the Personal Data Importer realizes that any Personal Data transferred is inaccurate or not up-to-date, it shall inform the Personal Data Exporter in writing without undue delay, in which case the Personal Data Importer shall destroy the Personal Data and notify the Personal Data Exporter accordingly, unless the Personal Data Exporter is instructed not to destroy the data because it wishes to correct the transferred Personal Data.

5.         Duration of Personal Data Processing and Destruction or Recovery

A.         The processing shall be carried out by the Personal Data Importer only for the period specified in Appendix (2).  After completion of the purpose of the processing, The Personal Data Importer shall destroy all Personal Data processed on behalf of the Personal Data Exporter and notify the Personal Data Exporter accordingly unless otherwise instructed by the Personal Data Exporter in the following cases:

1.         Return all processed Personal Data to the Personal Data Exporter and delete the copies held by the Data Importer;

2.         If the applicable regulations in the Kingdom require the retention of the transferred Personal Data for an additional period of time;

B.         The Personal Data Importer remains bound by these Clauses until the Personal Data is deleted or recovered.

6.         Personal Data Security and Personal Data Breach Notifications

A.         The Parties shall ensure that the organizational, administrative, and technical measures specified in Appendix (3) provide a sufficient level of protection for the transferred Personal Data to comply with the requirements of Article (19) of the Law and Article (23) of the Implementing Regulation.

B.         The Personal Data Importer shall implement the security measures specified in Appendix (3) and apply those measures to all transferred Personal Data to ensure the security and protection of Personal Data against any violation that may result in damage to the Personal Data Subject, unlawful action, loss, alteration, disclosure, or unauthorized access to Personal Data.

C.         The Personal Data Importer must periodically review the security measures stipulated in Appendix (3) to ensure that they are implemented as required and update them as needed to ensure compliance with Article (19) of the Law and Article (23) of the Implementing Regulation.

D.         If The Personal Data Importer becomes aware of a Personal Data Breach incident that affects the transferred Personal Data or is likely to cause damage to the rights and interests of Personal Data Subjects, the Personal Data Importer must immediately take appropriate and necessary measures to contain the incident to minimize any risks or negative consequences and ensure that it is prevented from reoccurring. The Personal Data Exporter must be notified within (24) hours from the time of occurrence or knowledge of the breach incident, provided that the notification includes a description of the incident, its causes, the measures taken or planned to be taken to contain the incident and prevent its reoccurrence, in addition to the contact details for follow-up by the Personal Data Exporter.  If the Personal Data Exporter realizes that the incident may cause damage to Personal Data or Personal Data Subjects or contradict their rights or interests, it shall notify the Competent Authority within (48) hours and in accordance with the requirements set out in Article (24) of the Law’s Implementing Regulation.

E.         As soon as the Personal Data Exporter receives the Data Importer’s notification of a Personal Data breach incident and the incident would harm the Personal Data or the Personal Data Subject or contradict his/her rights or interests, the Personal Data Exporter must provide immediate notification in simple and clear language in accordance with the provisions of Article (24) of the Implementing Regulation to the Personal Data Subjects affected by the data breach incident, provided that the notification includes the potential risks and their nature, the measures taken or planned to be taken to contain the incident, and the contact information of the Personal Data Exporter, Data Importer, and the respective Personal Data Protection Officer of both entities, along with recommendations or consultations to aid the Data Subject in preventing or minimizing the impact of the outlined risks.

7.         Sensitive Data

Without prejudice to any restrictions related to sensitive data stipulated in the Law and the Implementing Regulations of the Law, the Personal Data Exporter shall ensure that the Personal Data Importer adopts additional means of protection commensurate with the nature of the sensitive data and guarantees its protection from any risks when processing it, while ensuring that the restrictions and additional guarantees described in Appendix (2) are applied.

8.         Subsequent Transfer

A.         The Personal Data Importer shall not transfer or disclose the transferred Personal Data to a third party outside the Kingdom unless that party has acceded to these Clauses and in accordance with the appropriate template and the provisions of Clause (7) above.

B.         Without prejudice to the provisions of Articles (8) and (15) of the Law and (17) of the Implementing Regulation of the Law, the provisions of the Law and Regulations shall apply to Personal Data that has been previously transferred or disclosed to an entity outside the Kingdom.

9.         Compliance with these Clauses

A.         The Personal Data Importer shall respond to all inquiries of the Personal Data Exporter within the specified period and provide all information requested by the Personal Data Exporter, in addition to providing the Personal Data Exporter with all information it may request regarding the processing of the transferred Personal Data, including any information necessary to enable the Personal Data Exporter to prove its compliance with the requirements contained in these Clauses or the provisions stipulated in the Lawand its Implementing Regulations.

B.         Each party shall be responsible for demonstrating to the Competent Authority, upon request, that all obligations under these Clauses have been fulfilled.

C.         The Personal Data Importer allows the Personal Data Exporter or its appointed representatives to audit the Data Importer’s processing of Personal Data without undue delay upon Personal Data Exporter’s request.

D.         The Personal Data Exporter must provide the information revealed by the audit when requested by the Competent Authority.

E.         The right of audit does not grant the Personal Data Exporter or its representatives access to any confidential information of the Personal Data Importer as long as this information is not closely related to the processing of the transferred Personal Data.

10.        Rights of Personal Data Subjects

A.         The Personal Data Importer shall notify the Personal Data Exporter within (48) hours from the time of receipt of the request of any request received from the Personal Data Subject, and the Personal Data Importer shall not have the right to respond to such requests unless the Personal Data Exporter authorizes it to do so.

B.         The Personal Data Importer shall take all necessary measures in cooperation with the Personal Data Exporter to respond to the requests of Personal Data Subjects and enable them to exercise their rights under the provisions of the Law and Regulations.

C.         The Personal Data Importer is obligated to follow all instructions issued by the Personal Data Exporter regarding the processing of the transferred Personal Data.

D.         All statements made to the Personal Data Subject must be presented in a clear, legible, and accessible format.

Appendix 1:  List of Parties

See the Personal Data Processing Details form.

Appendix 2: Description of the Transferred Personal Data

See the Personal Data Processing Details form.

Appendix 3: Security Measures

See the Amazon Security Standards.