GDPR DATA PROCESSING ADDENDUM

Current version. Last updated - [21.07.2022]

This Data Processing Addendum (“DPA”) forms part of the service contract executed between you and Smartcat of the Terms of Service available at https://www.smartcat.com/terms/ or such other location as the Terms of Service may be posted from time to time, entered into by you as the User and Smartcat. The purpose of this DPA is to reflect the parties’ agreement with regard to Processing of Personal Data in accordance with the requirements of the General Data Protection Regulation (GDPR).

Terms and definitions used herein shall have the same meaning attributable to them in the Terms of Services and GDPR unless the context herein suggests otherwise.

1. Definitions

1.1. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Smartcat.

1.2. “Content” means any document, information, data, text, images, software, music, videos, sound, photographs, graphics, messages or other materials, including any text and/or oral communication, that a Customer wishes Smartcat to translate or process in the agreed way, submits it for translation/processing by way of uploading, e-mailing, posting, assigning a task, publishing or displaying (hereinafter, “upload”) it on the Platform and that the Supplier will commit to performing as a project in the form of the Service Task.

1.3. “Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

1.4. “Customer” means any User of the Platform which submits a Service Task on the Platform and provides payment for such Service Task.

1.5. “Data Protection Laws” means GDPR as well as any applicable local data protection and privacy laws.

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

1.7. “GDPR” / “General Data Protection Regulation” means Regulation (EU) 2016/679 of the European Parliament and of the Counsel 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, and repealing Directive 95/46/EC.

1.8. “Model Contract Clauses” means the standard contractual clauses for the transfer of the Personal Data to third countries set out in Commission Implementing Decision (EU) 2021/914 or any set of clauses approved by the European Commission which amends, replaces or supersedes these.

1.9. “Personal Data” means any information relating to the Data Subject.

1.10. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed

1.11. “Processor” means the entity which processes the Personal Data on behalf of the Controller.

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

1.13. “Security Measures” means any measures of the administrative, physical, and technical safeguards in the Smartcat’s information system.

1.14. “Services” means subscription, translation and related services, i.e. editing, post-editing, proof reading, interpreting, etc.

1.15. “Service Task” means any task placed by Customer via Customer’s account dashboard on the Platform or otherwise, as mutually agreed.

1.16. “Smartcat” means either Smartcat Platform Inc. – a legal entity registered under the laws of the United States of America; or Smartcat Europe B.V. – a legal entity registered in the Netherlands with registered address at Rouboslaan 36 B, 2252 TR, Voorschoten, the Netherlands, registration № 859832880. Which legal entity is going to be a contractual party to you depends on what further agreement you are becoming a party to.

1.17. “Smartcat Platform” / “Platform” means Smartcat’s website and technology platform for translation workflow automation, which is located at https://www.smartcat.com/.

1.18. “Sub-processor” means any entity or person appointed by or on behalf of the Processor to process Personal Data on behalf of the Processor.

1.19. “Supervisory authority” means an independent public authority.

1.20. “Supplier” means any individual freelancer or legal entity that registered on the Platform as a Supplier and wishes to perform the Service Task.

1.21. “User” means a Customer or a Supplier (depending on the context) registered on the Platform.

2. Roles

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2.1. You acknowledge that you are aware of the Data Protection Laws that may affect you when you receive or collect any Content from your Customers containing Personal Data and when you further upload that Content containing Personal Data on Smartcat Platform.

2.2. You also understand that under the Data Protection Laws, depending on how you received and use your Content containing Personal Data, you may be considered a “controller” or a “processor” as defined under article 4 of the GDPR.

2.3. Whenever you act as a Customer and upload any Content containing Personal Data Smartcat will act as a “processor” within the meaning of article 4 of the GDPR and this DPA shall apply.

3. Details of Processing of your Personal Data:

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3.1. This section includes certain details of the Processing of your Personal Data as required by Article 28(3) GDPR.

a) Subject matter and duration of the Processing of your Personal Data: The subject matter and duration of the Processing of your Personal Data are set out in the Terms of Service, service contracts executed between you and Smartcat and this DPA.

b) Nature and purpose of the Processing of your Personal Data: Provision of software as a service for language translation and related services.

c) Types of your Personal Data to be processed: Name, address, photo, contact data, professional life data, other Personal Data in the uploaded Content to the Smartcat Platform.

d) Categories of the Data Subjects to whom your Personal Data relates: Customers, co-workers and Data Subjects referred to in the uploaded Content to the Smartcat Platform.

4. Purposes of Processing Personal Data

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4.1 Smartcat may process Personal Data provided to Smartcat and/or uploaded by you on Smartcat Platform pursuant to the Terms of Service for the following purposes:

  • providing, supporting and improving Smartcat’s services, using appropriate technical and organizational security measures; and
  • for the purposes set forth in the Terms of Service or service contract executed between you and Smartcat.

5. Personal Data in the uploaded Content to Smartcat Platform:

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5.1. If you receive documents or any Content from your Customer, your role shall be Processor, and Smartcat’s role shall be Sub-Processor. In this case, the data Controller is your Customer.

5.2. You acknowledge and accept that Smartcat may not be aware of the presence of Personal Data in the Content uploaded by you to the Smartcat Platform unless you explicitly notify Smartcat in this regard. In this case, the responsibility of protecting such Personal Data remains with you.

5.3. You agree to remove Personal Data from your Content before uploading it to Smartcat Platform whenever such removal (anonymization or pseudonymization) is possible.

6. Smartcat’s personnel

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6.1. Smartcat shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to your Personal Data, ensuring in each case that access is strictly limited to those individuals who require access to the relevant Controller Personal Data.

6.2. Smartcat ensures that:

6.2.1. Employees, agents or contractors are subject to statutory obligations of confidentiality and confidentiality undertakings at least as restrictive as those described under this DPA.

6.2.2. Employees are thoroughly checked by our security team and can only use Personal Data as part of their work plus in addition to this, access is limited by authorization procedures and infrastructure, which does not allow employees with insufficient rights to access your Personal Data.

6.2.3. All employees have completed appropriate training regarding Personal Data.

7. Security Measures

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7.1. Security Measures include:

  • use of Tier IV data centers in the U.S., EU and China, run by AWS and Microsoft Azure, which are SOC-1, SOC-2, and SOC-3 compliant and it should be noted that this is a much higher level of protection than conventional office servers provide (learn more about Smartcat security measures);
  • all passwords are stored in hashed and salted form (and several external authorized services are supported via OAuth 2.0);
  • all passwords in the production configuration files are encrypted and certificates required to decrypt configs are installed on the production machines by administrators and not accessible for engineers with lower levels of access;
  • Before contracting any Sub-processors, Smartcat conducts an audit of the security and privacy practices of Sub-processors to ensure Sub-processors provide a level of security and privacy appropriate to their access to Personal Data and the scope of the services they are engaged to provide. The Sub-processor is required to enter into appropriate security, confidentiality and privacy contract terms.

7.2. These Security Measures may be updated or modified provided that such updates and modifications do not result in the degradation of the overall security of Smartcat Platform.

8. Scope of instructions given to Smartcat

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8.1. This DPA, the Terms of Service and service contracts executed between you and Smartcat set out your complete and final instructions to Smartcat in relation to the Processing of your Content containing Personal Data and Processing outside the scope of these instructions (if any) shall require prior written agreement between you and Smartcat. Smartcat will not use or process the Personal Data for any other purpose other than the Terms of Service, this DPA and service contracts executed between you and Smartcat.

8.2. You understand that within the provision of Services by Smartcat, you may select Smartcat’s Subcontractors on the Smartcat Platform and grant them access to Personal Data in your uploaded to the Smartcat Platform Content (if such Personal Data is present in the uploaded Content) directly through the Platform by way of assigning respective Subcontractor to the Service Task. Subject to section 9.2. such assignment constitutes your authorization and consent to process Personal Data by the selected Subcontractor, who will act as the Sub-processor in the meaning of GDPR.

9. Sub-processors

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9.1. You acknowledge and agree that a) Smartcat’s Affiliates may be retained as Sub-processors and b) Smartcat and Smartcat’s Affiliates respectively may engage third party Sub-processors in connection with the provision of Services As a condition to permitting a third party Sub-processor to process Personal Data, Smartcat or a Smartcat Affiliate will enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Personal Data as those in this Agreement, to the extent applicable to the nature of the services provided by such Sub-processor.

9.2. You hereby authorize Smartcat to engage with the following Sub-processors with the understanding that if you entered into Model Contract Clauses (Annex to this DPA), this authorization would constitute your prior written consent to the subcontracting by Smartcat of the Processing of Personal Data if such consent is required under the Model Contract Clauses.



NameLocationPurpose
AmazonEU - Personal Data of all Smartcat Users and Content uploaded by Customers residing in Europe and Africa.
USA - Content uploaded by Customers residing in North and South America
China - Content uploaded by Customers residing in APAC region
Hosting
GoogleEU, USAMachine translation
MicrosoftEU, USAMachine translation
DeepLEUMachine translation
IntentoUSAMachine translation
ModernMTEUMachine translation
YandexRussian Federation, EUMachine translation
ABBYYEU, USAOCR services
Smartcat marketplace Subcontractors/freelancers (i.e. translators, editors, proofreaders)To be selected by the ControllerTranslation and related services


9.3. Smartcat shall not engage any other Sub-processors than the Sub-processors indicated above, without your prior written consent.

9.4. Sub-processor only accesses and uses any Personal Data, provided to Smartcat and/or uploaded by you to Smartcat Platform, to the extent required to perform the obligations subcontracted to such Sub-processor.

9.5. Smartcat remains fully liable for all obligations subcontracted to, and all acts and omissions of Sub-processors.

9.6. As indicated above this DPA involves transfers of Personal Data out of the European Economic Area and the GDPR applies to the transfers of such data, Smartcat will, if specifically requested by you, enter as the data importer of the Personal Data into Model Contract Clauses (Annex to this DPA) with you as the data exporter of such data, and that the transfers are made in accordance with such Model Contract Clauses (Annex to this DPA).

10. Data Subject Rights

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Taking into account the nature of the Processing, Smartcat shall assist you by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligations, as reasonably understood by you, to respond to requests to exercise Data Subject rights under the General Data Protection Regulation as well as any local data protection laws (“Data Protection Laws”).

10.1. Smartcat shall promptly notify you if Smartcat receives a request from a Data Subject, any Supervisory authority under any Data Protection Law in respect of your Personal Data as well as to cooperate as requested by you in order to comply to any Data Protection Laws regarding your Personal Data.

10.2. If Smartcat receives any request from a Data Subject in relation to Personal Data, provided to Smartcat and/or uploaded by you to Smartcat Platform, subject to section 10.1., you will be responsible for responding to any such request including, where necessary, by using the functionality of Smartcat Platform;

11. Personal Data Breach

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11.1. Smartcat shall notify you without undue delay upon Smartcat becoming aware of a Personal Data Breach affecting your Personal Data, providing you with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Smartcat shall co-operate with you and take reasonable commercial steps as are directed by you to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

11.2. Smartcat’s obligation to report or respond to a Breach of Personal Data incident is not and will not be construed as an acknowledgement by Smartcat of any fault or liability of Smartcat with respect to the Breach of Personal Data incident.

11.3. Smartcat hereby declares and you agree that an unsuccessful security incidents will not be reported to you. An unsuccessful security incident is one that results in no unauthorised access to Personal Data or to any of Smartcat’s equipment or facilities storing Personal Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing or similar incidents.

12. Data protection impact assessment

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12.1. Smartcat shall provide reasonable assistance to you with any data protection impact assessments, and prior consultations with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) in the Netherlands (“Supervising Authorities”) or other competent data privacy authorities, which you reasonably consider to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of your Personal Data by and taking into account the nature of the Processing and information available to the Sub-processors.

12.2. Upon termination of the Terms of Service or service contracts executed between you and Smartcat, Smartcat shall upon your request return to you all Personal Data that belongs to you and copies of such data or securely destroy them and reasonably demonstrate to you that Smartcat has taken such measures unless applicable law prevents Smartcat from returning or destroying all or part of your Personal Data.

13. Right to Audit

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13.1. Controller reserves the right to perform an audit related to Smartcat’s compliance to obligations set out in this DPA (limited to conditions of DPA and service contracts executed between you and Smartcat) if required and appropriate, yet not without prior written notification to Smartcat, and without creating a business disturbance for Smartcat. Assessment may be performed by you and/or another auditor mandated by you and the information obtained during the assessment shall be treated with utmost confidentiality.

14. Your warranties, covenants and undertakings

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14.1. You covenant and undertake to Smartcat:

  • to comply at all times with Data Protection Laws prescribed for data Controllers or data Processors (as the case may be) in respect of any Personal Data you provide to Smartcat and/or upload on Smartcat Platform pursuant to the Terms of Service and service contracts executed between you and Smartcat;
  • if required by law to be a party to Model Contract Clauses (Annex to this DPA);
  • that you are solely responsible for complying with incident notification laws applicable to you and fulfilling any third party notification obligations related to any Breach of Personal Data, provided to Smartcat and/or uploaded by you on Smartcat Platform pursuant to the Terms of Service or service contract executed between you and Smartcat.

14.2. You warrant to Smartcat:

  • if GDPR applies to the Processing of Personal Data you provide to Smartcat and/or upload to Smartcat Platform pursuant to the Terms of Service and service contracts executed between you and Smartcat and you are a Processor, then your instructions and actions with respect to that Personal Data have been authorized by the relevant Controller;
  • that the Security Measures (as detailed above) implemented and maintained by Smartcat as set out herein provide a level of security appropriate to the risk in respect of the Content you provide to Smartcat and/or upload to Smartcat Platform pursuant to the Terms of Service and service contracts executed between you and Smartcat.

15. Warranties, covenants and undertakings of Smartcat

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15.1. Smartcat covenants and undertakes to you:

  • to comply at all times with Data Protection Laws in respect of any Personal Data provided to Smartcat and/or uploaded by you to Smartcat Platform pursuant to the Terms of Service;
  • to process Personal Data (i) only for the purpose of providing, supporting and improving Smartcat’s services, using appropriate technical and organizational security measures; and (ii) for the purposes set forth in the Terms of Service or service contract between you and Smartcat;
  • to process Personal Data contained in any of your Content only in accordance with the written instructions from you (submitted via your User’s profile on Smartcat Platform or by e-mail);
  • to notify you as the User if, in Smartcat’s opinion, an instruction for the Processing of Personal Data given by you infringes applicable Data Protection Laws;
  • to inform you in writing if Smartcat cannot comply with the requirements under this DPA, in which case you as the User can terminate this DPA or take any other reasonable action, including suspending Personal Data Processing operations;
  • that Smartcat will, in a manner consistent with the functionality of Smartcat Platform, enable you to access, rectify and restrict Processing of Personal Data, provided to Smartcat and/or uploaded by you on Smartcat Platform pursuant to the Terms of Service and service contract between you and Smartcat;
  • upon your written request shall securely destroy or return such Personal Data, provided to Smartcat and/or uploaded by you on Smartcat Platform pursuant to the Terms of Service, to you within a maximum period of 30 days, unless applicable legislation or legal process prevents it from doing so;

16. General Terms

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16.1. This DPA and Model Contract Clauses (Annex to this DPA) shall remain in effect as long as the Terms of Service or service contracts executed between you and Smartcat remain in effect.

16.2. Any and all liabilities of Smartcat under this DPA are, without exception, limited to the amount of limitation cap indicated in the service contract with you.

16.3. All notices required or permitted under this Agreement shall be in writing addressed to the respective parties and shall be delivered by hand or by registered or certified mail, postage prepaid or by electronic mail with confirmation of receipt.

16.4. This agreement and its annexes shall be governed by the laws of the Netherlands, excluding its conflicts-of-law rules, govern this Agreement.

16.5. Any breach of this DPA shall constitute a material breach of the Terms of Service and service contracts executed between you and Smartcat.

16.6. With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including but not limited to the Terms of Service, service contracts executed between you provisions of this DPA shall prevail with regard to the Parties’ data protection obligations for Personal Data of a Data Subject from a Member State of the European Union.

16.7. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.




ANNEX to the GDPR Data Processing Addendum

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

  1. 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)1 for the transfer of personal data to a third country.
  2. 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”).
  3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  4. 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

  1. 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.
  2. 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

  1. 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 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
    (iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
    (iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
    (v) Clause 13;
    (vi) Clause 15.1(c), (d) and (e);
    (vii) Clause 16(e);
    (viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. 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.

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.

MODULE TWO: Transfer controller to processor

8.1 Instructions

  1. 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.
  2. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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 Union2 (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

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. 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.
  3. 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.
  4. 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.
  5. 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

MODULE TWO: Transfer controller to processor

  1. GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 10 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
  2. 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.3 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.
  3. 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.
  4. 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.
  5. 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

MODULE TWO: Transfer controller to processor

  1. 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.
  2. 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.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

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

MODULE TWO: Transfer controller to processor

  1. 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.
  2. 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.
  3. 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.
  4. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  5. 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

MODULE TWO: Transfer controller to processor

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

MODULE TWO: Transfer controller to processor

  1. Where the data exporter is established in an EU Member State: 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.
    Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
    Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
  2. 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

MODULE TWO: Transfer controller to processor

  1. 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.
  2. 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 safeguards4;
    (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.
  3. 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.
  4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  5. 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).
  6. 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

MODULE TWO: Transfer controller to processor

15.1 Notification

  1. 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.
  2. 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.
  3. Where 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.).
  4. 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.
  5. 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

  1. 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).
  2. 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.
  3. 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

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  2. 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).
  3. 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.
  4. 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.
  5. 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

MODULE TWO: Transfer controller to processor

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of the Netherlands, excluding its conflicts-of-law rules.

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  2. The Parties agree that those shall be the courts of the Netherlands.
  3. 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.
  4. The Parties agree to submit themselves to the jurisdiction of such courts.

Clause 19

Confidentiality and non-disclosure

Restrictions. Smartcat acknowledges that, in order to perform the Services or to provide Supplementary Services, it shall be necessary for Customer to disclose to Smartcat certain Confidential Information (defined below) of Customer. Smartcat agrees that it shall not disclose, transfer, use, copy, or allow access to any such Confidential Information to any third parties, except as authorized by Customer. Customer hereby authorizes Smartcat to provide Confidential Information to Suppliers, translation service providers, marketing services providers and infrastructure and development service providers, including those located in jurisdictions without adequate protection of personal data, on the terms established by Smartcat provided that Smartcat shall implement technical and organizational security measures in respect of processing of such data.

Definition. Information disclosed by Customer, including, but not limited to, information that relates to existing and future products or services, designs, business plans, business opportunities, finances, research, development, know-how, personnel, personal data or third party confidential information will be considered and referred to collectively in this Agreement as “Confidential Information.” Confidential Information, however, does not include information that (a) is now or subsequently becomes generally available to the public through no fault or breach by Smartcat; (b) Smartcat can demonstrate to have rightfully had in its possession prior to disclosure by Customer; or (c) Smartcat rightfully obtains from a third party who has the right to transfer or disclose it.

Smartcat Proprietary Information. Customer shall treat as confidential and agrees not to disclose to any third party without the prior written consent of Smartcat, any information learned by Customer within the scope of the Services relationship with Smartcat that would appear to a reasonable person to be confidential or proprietary. Names and rates of Suppliers will be considered confidential information of Smartcat pursuant hereto.

Personal Data. The Parties shall comply with the terms of Smartcat’s Data Processing Agreement if, and solely to the extent, that the Services require personal data processing by the Parties. Smartcat may modify the terms of Data Processing Agreement unilaterally at any time with or without notice to Customer, provided, however, that such modifications shall become effective and binding on Customer upon the earlier of (a) notice to Customer, or (b) access by Customer of its account on the Platform. If Customer does not accept such modified terms of the Data Processing Agreement, Customer may terminate the Customer agreement unilaterally for convenience within two (2) weeks following the effective date thereof (as determined in accordance with the preceding sentence).

Clause 20

All Smartcat intellectual property rights such as text, graphics, editorial Content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other Content (collectively “Proprietary Material”) that Users see or read through the Platform is owned by Smartcat, excluding any User-generated Content licensed to Smartcat pursuant to this TOS. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Smartcat owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a collective work under the applicable intellectual property legislation. The Proprietary Material is protected by the domestic and international laws on copyright, patents, and other proprietary rights and laws. User may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without Smartcat’s express prior written consent and, if applicable, the holder of the rights to the User Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without Smartcat prior permission and, if applicable, the holder of the rights to the User Content.

Smartcat service marks and trademarks, including, without limitation, Smartcat logos are service marks owned by Smartcat. Any other trademarks, service marks, logos and/or trade names appearing on the Platform are the property of their respective owners. User may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.






APPENDIX

ANNEX I

A. LIST OF PARTIES

MODULE TWO: Transfer controller to processor

Data exporter: Customer as defined in the Customer agreement

Activities relevant to the data transferred under these Clauses: Obtaining the Services on Smartcat Platform from Data importer

Data importer(s): Smartcat as defined in section 1 of this DPA

Activities relevant to the data transferred under these Clauses: Providing the Services on Smartcat Platform to Data Exporter

B. DESCRIPTION OF TRANSFER

MODULE TWO: Transfer controller to processor

Categories of data subjects whose personal data is transferred

  • Prospects, customers, business partners and vendors of data exporter (who are natural persons)
  • Employees or contact persons of data exporter’s prospects, customers, business partners and vendors
  • Employees, agents, advisors, freelancers of data exporter (who are natural persons)
  • Data exporter’s Users authorized by data exporter to use the Smartcat Platform.

Categories of personal data transferred

The personal data transferred concern but is not limited to the following categories of Personal Data:

  • Personal Data
  • Contact Data
  • Professional life data
  • Disclosed Information (from third parties, e.g. Credit Reference Agencies or from Public Directories.

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.

Data exporter may submit special categories of data to the Smartcat, the extent of which is determined and controlled by the data exporter in its sole discretion and which is for the sake of clarity Personal Data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and the processing of data concerning health or sex life.

Data importer determines the type and level of access granted to individual users based on the “principle of least privilege”. This principle states that users are only granted the level of access absolutely required to perform their job functions and is dictated by data importer’s business and security requirements. Permissions and access rights not expressly granted shall be, by default, prohibited.

Data impoter’s primary method of assigning and maintaining consistent access controls and access rights are through the implementation of Role-Based Access Control. Wherever feasible, rights and restrictions shall be allocated to groups. Individual user accounts may be granted additional permissions as needed with approval from the system owner or authorized party.

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

On continuous basis, during the Terms of Service or service contracts executed between Data exporter and Data importer remain in effect.

Nature of the processing

Data importer will process Data exporter Personal Data in order to provide Services to Data exporter in accordance with provisions of this DPA.

Purpose(s) of the data transfer and further processing

Data importer will transfer and process Data exporter Personal Data for the purposes of providing Services to Data exporter in accordance with provisions of this DPA.

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

The Data exporter Personal Data will be retained as long as required to provide Services to pursuant to the valid Terms of Service or service contracts executed between Data exporter and Data importer. The Data exporter Personal Data will be destroyed or returned to the Data exporter in accordance with the provisions of this DPA.

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

Data importer will transfer Data exporter Personal Data to sub-processors pursuant to section 9 of this DPA.

C. COMPETENT SUPERVISORY AUTHORITY

MODULE TWO: Transfer controller to processor

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

The Dutch Data Protection Authority (Autoriteit Persoonsgegevens)

https://autoriteitpersoonsgegevens.nl/en

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

MODULE TWO: Transfer controller to processor

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded on the Smartcat Platform, as described in the documentation applicable to the specific Services purchased by data exporter, and accessible via https://www.smartcat.com/ or otherwise made reasonably available by Data importer. Data importer will not materially decrease the overall security of the Services during a term of the Terms of Service or service contracts executed between Data exporter and Data importer.

Security Measures are specified in section 7 of this DPA.

ANNEX III – LIST OF SUB-PROCESSORS

MODULE TWO: Transfer controller to processor

List of sub-processors is specified in section 9 of this DPA.








  1. Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […].
  2. The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
  3. This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.
  4. As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.