TROOP Data Processing Addendum

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) is effective as of the Effective Date of the Order Form by and between Troop Travel, Inc., a Delaware corporation with offices located at 251 Little Falls Drive, Wilmington, DE 19808 (“TROOP”), and the customer entity named in the Order Form (“Customer”). TROOP and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” All Capitalized terms not defined in this DPA have the respective meanings set forth in the Troop Travel Terms and Conditions (“Agreement”).

RECITALS:

1. (A)  TROOP provides Services to Customer pursuant to the Agreement executed concurrently with this DPA. In connection with the Services, the Parties anticipate that TROOP may process certain Personal Data.

2. (B)  The Parties have agreed to enter into this DPA in order to comply with Data Protection Laws and to ensure that Personal Data, as defined hereunder, is adequately safeguarded.

1. Definitions

1.1 The following definitions are used in this DPA:

a)  “Adequate Country” means a country or territory that is recognized under EU Data Protection Laws as providing adequate protection for Personal Data.

b)  “Affiliate” means, with respect to a Party, any corporate entity that, directly or indirectly, Controls, is Controlled by, or is under Common Control with such Party, but only for so long as such Control exists.

c)  “Data Subject Request” means a request from or on behalf of an individual relating to access to, or rectification, erasure or data portability in respect of that person’s Personal Data or an objection from or on behalf of a data subject to the processing of its Personal Data.

d)  “Data Protection Laws” means all laws and regulations applicable to the processing of Personal Data under the Agreement, including (where applicable) the GDPR.

e)  “GDPR” means the General Data Protection Regulation (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).

f)  “Personal Data” means all data which is defined as “personal data,” “personal information,” or “personally identifiable information” (or similar term) under Data Protection Laws and which is provided by Customer to TROOP (directly or indirectly), and accessed, stored or otherwise processed by TROOP as a data processor as part of its provision of the Services to Customer and to which Data Protection Laws apply from time to time.

g) “processing”, “data controller”, “data subject”, “supervisory authority” and “data processor” shall have the meanings ascribed to them in Data Protection Laws.

1.2 An entity “Controls” another entity if it: (a) holds a majority of the voting rights in it; (b) is a member or shareholder of it and has the right to remove a majority of its board of directors or equivalent managing body; (c) is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or (d) has the right to exercise a dominant influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities are treated as being in “Common Control” if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity.

2. Status of the Parties

2.1  The type of Personal Data processed pursuant to this DPA and the subject matter, duration, nature and purpose of the processing, and the categories of data subjects, are as described in Annex 1 to this DPA.

2.2  Each Party warrants in relation to Personal Data that it will comply (and will procure that any of its personnel comply and use commercially reasonable efforts to procure that its Sub-processors, as defined in the Data Protection Laws, comply), with Data Protection Laws. As between the Parties, Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer or its Customer(s) acquired Personal Data.

2.3  In respect of the Parties’ rights and obligations under this DPA regarding the Personal Data, the Parties hereby acknowledge and agree that Customer or the relevant Customer(s) is/are the data controller and TROOP is the data processor under the GDPR, and accordingly, whether or not the GDPR applies, TROOP agrees that it shall process all Personal Data in accordance with its obligations pursuant to this DPA.

2.4  Each Party shall appoint an individual within its organization authorized to respond from time to time to enquiries regarding the Personal Data and each Party shall deal with such enquiries promptly.

3. TROOP’s Obligations

3.1 With respect to all Personal Data, TROOP shall:

(a)  only process Personal Data in order to provide the Services, and shall act only in accordance with:

(i)  this DPA; and

(ii)  Customer's written instructions;

(iii)  Any applicable Data Protection Laws;

(b)  as soon as reasonably practicable upon becoming aware, inform Customer if, in TROOP’s opinion, any instructions provided by Customer under clause 3.1(a) violates any applicable Data Protection Laws, if applicable;

(c) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing of Personal Data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data. Such measures include, without limitation, the security measures set out in Annex 2 to the Standard Contractual Clauses;

(d)  take reasonable steps to ensure that only authorized personnel have access to such Personal Data and that any persons whom it authorizes to have access to the Personal Data are under obligations of confidentiality;

(e)  as soon as reasonably practicable upon becoming aware, and in any event within forty-eight hours (48) hours, notify Customer of any actual or alleged incident of unauthorized or accidental disclosure of or access to any Personal Data by any of TROOP’s, Sub-processors, or any other identified or unidentified third party (a “Security Breach”);

(f)  promptly provide Customer with reasonable cooperation and assistance in respect of a Security Breach and all reasonable information in TROOP’s possession concerning such Security Breach insofar as it affects Customer, including the following to the extent then known:

(i)  the possible cause and consequences for the Data Subjects of the Security Breach;

(ii)  the categories of Personal Data involved;

(iii)  a summary of the possible consequences for the relevant data subjects;

(iv)  a summary of the unauthorized recipients of the Personal Data; and

(v)  the measures taken by TROOP to mitigate any damage;

(g)  promptly (and in any event within five (5) business days of receipt) notify Customer if it receives a request from a Data Subject Request. TROOP shall not respond to a Data Subject Request without Customer’s prior written consent except to confirm that such request relates to Customer, to which Customer hereby agrees. Upon Customer’s request TROOP shall provide reasonable assistance to Customer and/or the relevant Customer (as Customer's request shall specify) to facilitate a Data Subject Request. All communications related to a Data Subject Request should be made by email to Customer as designated in the Order Form;

(h)  other than to the extent required to comply with applicable law, as soon as reasonably practicable following termination or expiry of the Agreement or completion of the Services, TROOP will delete all Personal Data (including copies thereof) processed pursuant to this DPA;

(i)  provide reasonable assistance to Customer in relation to Customer’s obligations under Data Protection Laws with respect to:

(i) if applicable, data protection impact assessments (as such term is defined in the GDPR);

(ii) if applicable, notifications to the supervisory authority under the GDPR and/or communications to data subjects by Customer in response to any Security Breach; and

(iii)Customer’s compliance with their respective obligations under the Data Protection Laws with respect to the security of processing.

4. Sub-Processing

4.1  Customer agrees that TROOP may engage Affiliates and third-party Sub-processors (collectively, “Sub-processors”) to process Personal Data on TROOP’s behalf. When TROOP engages any new third-party Sub-processor, TROOP will, at least fifteen (15) days before the new third-party Sub-processor starts processing any Personal Data, notify Customer of the engagement (including the name and location of the relevant Sub- processor and the activities it will perform). Customer may, within ninety (90) days after being notified of the engagement of a new third-party Sub-processor, object by terminating the agreement immediately by notifying TROOP. This termination right is Customer’s sole and exclusive remedy if Customer objects to any new third-party Sub-processor.

4.2  Where TROOP authorizes any Sub-processor as described in Section 4.1:

(a)  TROOP will enter into a written agreement with the Sub-processor and, to the extent that the Sub-processor is performing the same data processing services that are being provided by TROOP under this DPA, TROOP will impose on the Sub-processor the same contractual obligations that TROOP has under this DPA; and

(b)  TROOP will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processors that cause TROOP to breach any of TROOP’s obligations under this DPA.

4.3  TROOP will ensure that any sub-processor or subcontractor it engages to provide any aspect of the Services on its behalf in connection with this DPA does so only on the basis of a written contract which imposes on such sub-processor or subcontractor the same terms as those imposed on TROOP in this DPA (the "Relevant Terms"). TROOP shall, to the extent same is reasonably possible, procure the performance by such Sub- processor or subcontractor of the Relevant Terms and shall be liable to Customer for any breach by such person of any of the Relevant Terms.

5. Audit and Records

5.1 TROOP shall make available to Customer such information in TROOP’s possession or control, and provide all reasonable assistance in connection with audits of TROOP's premises, systems and documentation as Customer may reasonably request with a view to demonstrating TROOP’s compliance with the obligations of data processors under Data Protection Law including the GDPR in relation to its processing of Personal Data. However, Customer acknowledges that TROOP will not be responsible for providing Customer with access to any Sub-processor’s premises, systems and documentations.

6. Data Transfers

6.1  To the extent any processing of Personal Data subject to the GDPR by TROOP takes place in any country outside the EEA except if in an Adequate Country, the Parties agree that the Standard Contractual Clauses approved by the EU authorities under EU Data Protection Laws and set out in Annex 2 will apply in respect of that processing, and TROOP will comply with the obligations of the data importer in the Standard Contractual Clauses and Customer will comply with the obligations of the data exporter.

6.2  Customer acknowledges and accepts that the provision of the Services under the Agreement may require the processing of Personal Data subject to the GDPR by sub- processors in countries outside the EEA.

7. General

7.1  This DPA is without prejudice to the rights and obligations of the Parties under the Agreement which shall continue to have full force and effect. In the event of any conflict between the terms of this DPA and the terms of the Agreement, the terms of this DPA shall prevail so far as the subject matter concerns the processing of Personal Data.

7.2  Where a Customer is responsible under Data Protection Laws for Personal Data (as controller or as processor), that Customer shall have the benefit of and may enforce the rights of Customer under this DPA directly against TROOP. Otherwise, this DPA does not confer any third-party beneficiary rights, it is intended for the benefit of the Parties and their respective permitted successors and assigns only, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

7.3  This DPA shall be governed by and construed in accordance with the laws of the country or territory stipulated for this purpose in the Agreement and each of the Parties agrees to submit to the choice of jurisdiction as stipulated in the Agreement in respect of any claim or matter arising under this DPA.

7.4  This DPA is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the Parties with respect to such subject matter. Other than in respect of statements made fraudulently, no other representations or terms shall apply or form part of this DPA. No modification of, amendment to, or waiver of any rights under the DPA will be effective unless in writing and signed by an authorized signatory of each Party. This DPA may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Each person signing below represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this DPA. Each Party represents and warrants to the other that the execution and delivery of this DPA, and the performance of such Party’s obligations hereunder, have been duly authorized and that this DPA is a valid and legally binding agreement on each such Party, enforceable in accordance with its terms.

 

ANNEX 1

STANDARD CONTRACTUAL CLAUSES (Controller to 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.

(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

Docking clause

[Intentionally left blank]

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.

(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 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 fifteen (15) 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.

(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. 12

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

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

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

Clause 12

Liability

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

(b)  The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c)  Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d)  The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e)  Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

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

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

Clause 13

Supervision

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

(b)  The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

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

Clause 14

Local laws and practices affecting compliance with the Clauses

(a)  The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

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

(i)  the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii)  the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii)  any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

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

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

(f)  Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

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

15.1 Notification

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

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

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

(b)  If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c)  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.).

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

(e)  Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

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

(b)  The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

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

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

 

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

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

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

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

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

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

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

(d)  Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e)  Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

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

 

Clause 18

Choice of forum and jurisdiction

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

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

(c)  A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

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

APPENDIX TO THE STANDARD CONTRACTUAL CLAUSES

ANNEX 1

Data exporter(s):

 

Name: Customer
Address: Same as designated in Order Form
Contact person’s name, position and contact details: Same as designated in Order Form

Activities relevant to the data transferred under these Clauses: Transfer of Personal Data to data importer as necessary for data importer to provide the Services, and receipt of the Services ordered from the data importer under and in accordance with the Agreement.

Signature and date: Same as desginated in Order Form Role (controller/processor): Controller

Data importer(s):

Name: Troop Travel, Inc.

Address: 251 Little Falls Drive, Wilmington, DE 19808

Contact person’s name, position and contact details: Dennis Vilovic, CEO, Dennis@trooptravel.com

Activities relevant to the data transferred under these Clauses: Provision of the Services under and in accordance with the Agreement.

Signature and date: Same as designated in Order Form Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Global staff.

Categories of personal data transferred

Name, email address, titles, and place of employment.

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.

Processor will process Personal Data in accordance with Annex II attached hereto.

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

Personal Data is transferred on a continuous basis for the duration of the Agreement.

Nature of the processing

Data importer will collect, process, and store Personal Data from authorized users for the purposes of the Services.

Purpose(s) of the data transfer and further processing

Data importer will process Personal Data to provide Services to the data exporter.

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

The Personal Data is retained for the duration of the Agreement.

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

The Personal Data will be transferred to the Sub-processor(s) identified in Annex 3.

C. COMPETENT SUPERVISORY AUTHORITY

Irish Data Protection Office.

APPENDIX TO THE STANDARD CONTRACTUAL CLAUSES

3.1. have in place and comply with a security policy which:

3.1.1.  defines security needs based on a risk assessment;

 

3.2. ensure that appropriate security safeguards and virus protection are in place to protect the hardware and software which is used in processing the Personal Data in accordance with best industry practice;

3.3.  prevent unauthorised access to the Personal Data;

3.4.  ensure its storage of Personal Data conforms with best industry practice such that the media on which Personal Data is recorded (including paper records and records stored electronically) are stored in secure locations and access by personnel to Personal Data is monitored and controlled;

3.5.  have secure methods in place for the transfer of Personal Data whether in physical form (for instance, by using couriers rather than post) or electronic form (for instance, by using encryption or pseudonymisation);

3.6.  put password protection on computer systems on which personal data is stored and ensure that only authorised personnel are given details of the password;

3.7.  take reasonable steps to ensure the reliability of any employees or other individuals who have access to the Personal Data; members of staff;

3.8.  ensure that any employees or other individuals required to access the Personal Data are informed of the confidential nature of the personal data and comply with the obligations set out in the Agreement;

3.9.  ensure that none of the employees or other individuals who have access to the Personal Data publish or disclose any of the Personal Data to any third party unless directed in writing to do so by the data exporter;

3.10.  have in place methods for detecting and dealing with breaches of security (including loss, damage or destruction of Personal Data) including having a proper procedure in place for investigating and remedying breaches of the data protection principles contained in GDPR;

3.11.  providing the data exporter with all assistance reasonably required to allow the data exporter to notify a data protection authority and/or a data subject of a breach where the data exporter determines that it is required under GDPR;

3.12.  have a secure procedure for backing up and storing back-ups separately from originals; and

3.13.  have an appropriate system in place to ensure that access to Personal Data can be restored in a timely manner in the event of any physical or technical incident;

3.14.  implement an effective system of regularly testing, assessing, and evaluating the effectiveness of the measures used to ensure the security of the processing carried out under the Agreement; and

3.15.  have a secure method of disposal unwanted Personal Data including for back-ups, disks, print outs and redundant equipment.

APPENDIX TO THE STANDARD CONTRACTUAL CLAUSES

ANNEX 3

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

1. Company Name: Appcues, Inc.
   Description of processing: Onboarding automation and telemetry analysis software

2. Company Name: Google Cloud Platform (GCP) Description of processing: Cloud platform

3. Company Name: Marker.io
   Description of processing: Bug processing and customer feedback software

4. Company Name: GitLab
   Description of processing: Manage product and development process. This includes a support ticketing system that asks for the user email address to enable a response to the user issue being experienced.

5. Company Name: Notion Labs Inc.
   Description of processing: Document, manage and track the progress of customer requests and challenges.