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AMAZON CONTROLLER TO PROCESSOR AGREEMENT

Prior Version as of September 29, 2023

Amazon and Processor hereby supplement the terms of the Agreement to ensure the  processing of Personal Data in connection with the Agreement complies with Data Protection Laws. This Controller to Processor Agreement (“C2PA”) applies to any Personal Data Processed by Processor on behalf of Amazon and any of its Affiliates under the Agreement.

1. Scope of this C2PA

1.1. Application of 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 referenced in, appended to or incorporated into the Agreement.

"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. Data Processing Commitments

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 their Personal Data;

(b) if requested by Amazon, discuss and cooperate in the preparation of any response to such request; 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 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) Processor shall enter into any further agreements as Amazon may require to ensure such transfer is in compliance with Data Protection Laws in accordance with Clause 2.12;

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

(f) 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. General

3. MISCELLANEOUS

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, 1.5, 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.

Schedule 1: Standard Contractual Clauses (Controller-Processor)

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. 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 dataexporter 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 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.

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.

Schedule 2: UK Addendum (Controller-Processor)

UK INTERNATIONAL DATA TRANSFER ADDENDUM TO THE EU COMMISSION STANDARD
CONTRACTUAL CLAUSES

This Addendum has been issued by the UK Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

Table 1: Parties

See the cover page of this document.

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, including the Appendix Information.

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 Addendum is set out in:

Annex 1A: List of Parties: See Annex I of Schedule 1.

Annex 1B: Description of Transfer: See Annex I of Schedule 1.

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Annex II of Schedule 1.

Annex III: List of Sub processors (Modules 2 and 3 only): See Annex III of Schedule 1.


Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19:

Either the Importer or the Exporter

Part 2: Mandatory Clauses

Entering into this Addendum

1.       Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.2. Although Annex 1A and Clause 7 of the  Approved EU SCCs require signature by the Parties, for the purpose of  making Restricted Transfers, the Parties may enter into this 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 Addendum.  Entering into this Addendum will have the same effect as signing the  Approved EU SCCs and any part of the Approved EU SCCs.

2.      Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this 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 Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

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

4.      This 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.

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

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

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

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

Hierarchy

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

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

11.     Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

12.      This Addendum incorporates the Addendum 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 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

c.     this Addendum (including the Addendum 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, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

13.      Unless the Parties have agreed alternative amendments, which meet the requirements of Section 12, the provisions of Section 15 will apply.

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

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

a.      References to the “Clauses” means this Addendum, incorporating the Addendum 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.      Not used.

e.      Clause 8.8(i) of the Addendum EU SCCs 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.      Not used.

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 Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

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

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

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

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

b.      reflects changes to UK Data Protection Laws.

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

19.      If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

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

b.      its risk under the 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 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 Addendum.

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

Schedule 3: JP Addendum (Controller-Processor)

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 ProcessedInformation 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.