Last updated: 14 April 2024
1.1 This DPA forms part of COZE Terms of Use (hereinafter “ToS”) when the user has entered into the ToS with COZE as a Developer. Pursuant to the ToS, COZE provides the Services to the Developer and processes certain personal data of the Developer and its Authorised Users, as described in further detail in Schedule 1 (Processing Details).
1.2 This DPA is to ensure that COZE processes Developer Controlled Data on the Developer’s documented instructions and in compliance with Applicable Data Protection Laws. "Developer Controlled Data" means any personal data (i) provided by Developer to COZE through plugins or datasets that are used by Developer's chatbots, or (ii) collected through Developer's chatbots when such chatbots are used by the Developer or other end users.
1.3 Developer and COZE hereby agree to be bound by the obligations in this DPA.
2.1 All terms capitalised but not defined in this DPA have the meaning set out in the ToS and/or the Privacy Policy. For the purposes of this DPA, the following expressions shall have the following meanings:
(a) “Applicable Data Protection Laws” means any applicable law, rule, statute, regulation, order, standard and other similar instrument or other enactment pertaining to data protection or the processing of Developer Controlled Data, in each case as amended, consolidated, re-enacted or replaced from time to time;
(b) “DPA” means this Data Processing Addendum and incorporates the terms and conditions set out in Schedules hereto; and
(c) “Local Law Schedule(s)” means the schedules attached hereto which set forth specific local law requirements relevant to the processing of Developer Controlled Data hereunder.
3.1 To the extent COZE processes any Developer Controlled Data which is subject to the Applicable Protection Laws of a region for which there is a Local Law Schedule, the terms of that Local Law Schedule will apply to COZE’s processing of such Developer Controlled Data. If there is any conflict between the terms set forth in Clauses 1 to 7 of the Standard Terms and Conditions and the terms of the relevant Local Law Schedule, the terms of the relevant Local Law Schedule shall prevail.
4.1 Developer acknowledges and agrees that COZE collects, uses, discloses and/or processes Developer Controlled Data in accordance with the Developer’s instructions, and solely for purposes of performing the Services and COZE’s obligations. Developer remains at all times the controller of Developer Controlled Data that determines the means and purposes of processing of Developer Controlled Data and shall be solely responsible for Developer Controlled Data.
4.2 Developer warrants that:
(a) the legislation applicable to it does not prevent COZE from fulfilling the instructions received from the Developer and performing COZE’s obligations under this DPA; and
(b) it has complied and continues to comply with the Applicable Data Protection Laws, in particular that it has obtained any necessary consents or given any necessary notices, and otherwise has a legitimate ground to enable the processing of the Developer Controlled Data by COZE as set out in this DPA and as envisaged by the ToS.
4.3 Notwithstanding anything to the contrary hereunder, the Developer acknowledges and agrees that it is Developer’s sole and exclusive responsibility to:
(a) prior to disclosing any Developer Controlled Data to COZE, inform the relevant data subjects of the purposes for which their personal data may be collected, used, disclosed and/or processed by COZE on behalf of the Developer, obtain all necessary consents from the relevant data subjects for such collection, use, disclosure and/or processing of Developer Controlled Data by COZE on behalf of the Developer (if such consents are required under Applicable Data Protection Laws), and provide COZE with written records of the same (“Records”). For the avoidance of doubt, COZE shall be under no obligation to collect, use, disclose or process any Developer Controlled Data until it is reasonably satisfied that the Developer has secured the Records in relation thereto;
(b) convey the information notices as required by Applicable Data Protection Laws;
(c) make any necessary filings or reporting to the appropriate data protection authority(ies);
(d) ensure the accuracy, quality, completeness and legality of the Developer Controlled Data that is disclosed to COZE by the Developer;
(e) enforce and comply with any request from any data subject to exercise their rights under Applicable Data Protection Laws, including without limitation requests to access, correct, and/or erase any Developer Controlled Data of such data subjects, and to promptly notify COZE of the same;
(f) promptly notify COZE if any data subject withdraws his/her consent for his/her personal data to be collected, used, processed or disclosed;
(g) promptly notify COZE and the relevant data subjects if any breach or failure in protection of Developer Controlled Data is detected; and
(h) at the request of COZE, promptly provide such assistance, do such things (including making arrangements for additional form(s) and consent(s) to be completed and signed by data subjects whose personal data are provided by the Developer to COZE) or execute such documents, as COZE may reasonably require, in order to facilitate COZE’s compliance with any Applicable Data Protection Laws.
4.4 The Developer acknowledges and agrees that COZE shall not be required to, and shall be entitled to refuse to collect, use, disclose and/or process any Developer Controlled Data:
(a) for which there are no Records or for which COZE reasonably believes there are no Records; or
(b) in a way that does not comply with the terms hereunder or Applicable Data Protection Laws,
provided that COZE shall promptly notify the Developer of such refusal in writing stating its reasons, and such refusal shall not constitute a basis for the Developer to allege that COZE has repudiated this DPA or ToS.
5.1 COZE shall only process Developer Controlled Data (including with regard to data transfers) in accordance with, and for the purposes documented in this DPA and any further written instructions from the Developer documented and agreed by COZE as constituting further instructions.
5.2 COZE will comply with the instructions described in clause 5.1 and Schedule 1 (Processing Details) attached hereto unless other processing of Developer Controlled Data is otherwise required by Applicable Data Protection Laws to which COZE is subject; in such a case, COZE shall notify Developer prior to the processing activities not in accordance with Developer’s instructions provided that such notification is not prohibited based on public interests under Applicable Data Protection Laws.
5.3 Technical and organisational security measures. COZE shall implement appropriate technical and organisational security measures for the protection of Developer Controlled Data.
Without prejudice to the indemnity obligations already covered in the ToS, Developer agrees to defend, indemnify and hold COZE harmless from and against any and all suits, actions, claims or proceedings arising from an actual or potential breach of this DPA by Developer and/or Authorised Users, or any regulatory, private lawsuit or governmental action related to the processing conducted in relation to this DPA.
7.1 This DPA shall remain in force for the duration of the ToS, for which this DPA forms a part thereof.
7.2 Unless indicated otherwise, if there is any conflict between the provisions of this DPA and the remainder of the ToS, this DPA shall prevail to the extent of such conflict.
7.3 This DPA and any dispute or claim in connection with it shall be governed by and construed in accordance with the governing law of the ToS, for which this DPA forms a part thereof. The Developer and COZE herby submit to the jurisdiction of the dispute resolution venue(s) as set out in the ToS.
Data exporter / Sharing Party
Developer, as the data exporter / sharing party, is using Services provided by COZE. These Services may include the processing of Developer Controlled Data by COZE as the data importer / receiving party.
Data importer / Receiving Party
COZE is providing Services and support to Developer as described in this DPA.
Processing Operations
Processing activities, nature and purpose: Personal data is processed for the purpose of providing the Services. Personal data will be collected, analysed, used, retained, deleted for the purpose of providing the Services.
Data Subjects: Individuals about whom data is provided to COZE via the Services, include the following:
Developers and/or Authorised Users
End users of Developer
Employees of Developer
Developer’s prospects and Developers
Developer’s vendors and suppliers
Developer’s business partners
Prospects, Developers, vendors, suppliers, and business partners of Developer (who are natural persons)
Other data subjects that Developer and/or Authorised Users conduct business or have relationships with.
Special Categories of Data (if appropriate): No sensitive data or special categories of data are intended to be transferred.
Subject Matter: COZE’s provision of the Services to Developer.
Duration: The term as set out in the ToS plus the period from expiry of the aforesaid term until deletion of personal data by COZE in accordance with the Developers Terms.
COZE shall put in place appropriate technical and organisational measures to ensure the security of Developer Controlled Data, including protection against accidental or unlawful loss, alteration, access or disclosure of said data. Capitalized terms not otherwise defined in this document have the meanings assigned to them in the DPA.
SCHEDULE 3
US Local Law Schedule
In addition to clauses 1 to 7 of the DPA, Developer and COZE will comply with the following terms to the extent that COZE collects, uses, retains, discloses or otherwise processes Personally Identifiable Information about an individual in the U.S. included in Developer Controlled Data (“U.S. Personal Information”) when providing Services to Developer. In this Schedule, the following terms shall have the following meanings:
1. COZE’s Obligations
1.1 Compliance. COZE and Developer agree that Developer is the Controller and COZE is Developer’s processor. COZE shall comply with Applicable Data Protection Laws in the U.S.
1.2 Confidentiality. COZE shall ensure that its personnel who are authorized to Process U.S. Personal Information are subject to an appropriate duty of confidentiality.
1.3 Sub-Processors. Developer hereby authorizes COZE to subcontract its Processing obligations under this DPA to its affiliates, and to other third party sub-Processors as listed at Coze SUB-PROCESSORS. COZE ensures that it has a written agreement in place with all sub-Processors which contains obligations on the sub-Processors which are no less onerous on the relevant sub-Processors than the obligations on COZE under this DPA. If COZE appoints any new sub-Processors or intends to make any changes concerning the addition or replacement of the sub-Processors at Coze SUB-PROCESSORS, it shall provide Developer with prior notice through amending the contents at said website, during which the Developer can object against the appointment or replacement by terminating the DPA on written notice to COZE. If Developer does not object within five (5) days of the date of the notice, COZE may proceed with the appointment or replacement of the relevant sub-Processor(s).
1.4 Documentation and Audits. COZE shall make information available to Developer upon reasonable request to demonstrate COZE’s compliance with its obligations under this DPA, including by permitting and cooperating with Developer (or an independent third party designated by controller) to conduct reasonable assessments for this purpose;
2. California Rules
To the extent that COZE Processes Personal Information on behalf of Developer that is subject to the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100-1798.199 and any amendments to the same (“CCPA”), COZE shall:
2.1 comply with the CCPA and provide the same level of privacy protection as required of Customer by the CCPA;
2.2 Process such Personal Information only for limited and specified business purpose(s) and shall not “sell” or “share” (as defined in the CCPA) such Personal Information, nor retain, use, or disclose such Personal Information for any other purpose outside the direct business relationship with Customer unless expressly permitted to do so by the CCPA;
2.3 enable Developer to take reasonable and appropriate steps to ensure COZE Processes Personal Information in accordance with the CCPA, including by conducting audits in accordance with Clause 1.4 of this Schedule 3, and to stop and remediate any unauthorized Processing; and
2.4 notify Developer if it makes a determination that it can no longer meet its obligations under the CCPA.
2.1 COZE shall not “share” or “sell” any “personal information” included in U.S. Personal Information as the terms “share”, “sell” and “personal information” are defined in the Title 1.81.5 - California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100-1798.199 (“CCPA”), as amended, repealed, consolidated or replaced from time to time.
SCHEDULE 4
EU and UK Local Law Schedule
In addition to clauses 1 to 7 of the DPA, Developer and COZE will comply with the following terms to the extent that COZE processes Personal Data in providing the Services which is subject to the GDPR and/or the UK GDPR.
1. Definitions and Interpretation
(a) “Alternative Safeguards” means a solution, other than the Standard Contractual Clauses and/or the UK Addendum to the EU Standard Contractual Clauses (as applicable), that enables the lawful transfer of Personal Data to a country which has not been deemed adequate for the purposes of: (a) the GDPR by the European Commission (as updated from time to time); or (b) the UK GDPR by the ICO (as updated from time to time);
(b) “GDPR” means the General Data Protection Regulation 2016/679;
(c) “ICO” means the UK Information Commissioner’s Office;
(d) “UK GDPR” means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019;
(e) “Personal Data”, “Personal Data Breach”, “Process”, “Processed” or “Processing” and “Data Subject” have the meaning given to them in the GDPR and/or the UK GDPR (as applicable);
(f) “EU Standard Contractual Clauses” means the standard contractual clauses (including the provisions of module two: transfer controller to processor) for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 set out in the European Commission Decision of 4 June 2021 (2021/914/EU), as set out in Schedule 5; and
(g) “UK Addendum to the EU Standard Contractual Clauses” ” means the template International Data Transfer Addendum issued by the ICO and laid before the UK Parliament in accordance with s119A of the UK Data Protection Act 2018 on 2 February 2022, as amended from time to time.
2. COZE’s Obligations
2.1 Instructions. COZE shall inform the Developer if, in COZE’s opinion, an instruction from the Developer would infringe the GDPR, UK GDPR or UK, EU or EU member state data protection laws (as applicable).
2.2 Confidentiality. COZE shall ensure those of its employees authorised to Process Developer Controlled Data under this DPA have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
2.3 Compliance with Articles 32-36 of the GDPR and UK GDPR. COZE shall assist Developer in ensuring compliance with its obligations pursuant to Articles 32 to 36 of the GDPR and UK GDPR taking into account the nature of the Processing and the information which is available to COZE. If clause 5.3 (Technical and organisational security measures) of this DPA and paragraph 2.4 (Personal Data Breaches) of this Schedule 4 are insufficient for Developer to comply with its obligations pursuant to Articles 32 to 34 of the GDPR and UK GDPR, COZE shall, on Developer’s request, provide additional reasonable assistance.
2.4 Personal Data Breaches. COZE shall promptly notify Developer about any Personal Data Breach relevant to Developer Controlled Data. At the time of notification or as soon as possible after notification, such notice shall include relevant details of the Personal Data Breach, where possible.
2.5 Deletion. Upon termination of this DPA in accordance with the Terms, Developer instructs COZE to delete or return to the Developer all of the data and delete existing copies unless any law requires storage of the Personal Data.
2.7 Audit
(a) COZE shall, upon written request from Developer, provide the Developer with all information necessary to demonstrate compliance with the obligations laid down in this DPA.
(b) In the event that the information provided in accordance with paragraph 2.7(a) above is insufficient to reasonably demonstrate compliance, COZE shall permit Developer upon thirty (30) days’ written notice, to procure an independent third party auditor chosen by the Developer on reasonable notice to audit COZE’s compliance with COZE’s obligations under this DPA. Such audits shall (i) be at Developer’s cost; (ii) be conducted between 9am-5pm on business days (excluding, for the avoidance of doubt, weekends and public holidays); (iii) not be conducted by any competitor of COZE; (iv) not interfere with COZE’s day-to-day business; and (v) shall, to the extent an inspection is required, be limited to an inspection of COZE’s processing facilities in order to review compliance with this DPA.
3. Data Transfers
3.1 Developer agrees that COZE may transfer Developer Controlled Data to: (a) any country subject to an adequacy decision or adequacy regulation for the purposes of the GDPR and/or UK GDPR (as applicable); and (b) any country outside the European Economic Area or the UK (as applicable) provided that Alternative Safeguards are in place.
3.2 If Alternative Safeguards are not in place:
(a) in respect of transfers of Personal Data from the UK for the purposes of the UK GDPR, the Developer and COZE shall enter into and comply with the UK Addendum to the EU Standard Contractual Clauses as set out in Schedule 5; and
(b) in respect of transfers of Personal Data from the EU for the purposes of the GDPR, the Developer and COZE shall enter into and comply with the EU Standard Contractual Clauses as set out in Schedule 5.
4. Alternative Safeguards
4.1 If the parties’ compliance with GDPR or UK GDPR requirements relating to international transfers of Developer Controlled Data is affected by circumstances outside of the parties’ control, including if the EU Standard Contractual Clauses and/or the UK Addendum to the Standard Contractual Clauses or any other legal instrument for international transfers of Personal Data is invalidated, amended or replaced, then the parties will work together in good faith to reasonably resolve any non-compliance.
4.2 If COZE is notified by any law enforcement, regulatory, judicial or governmental authority (an “Authority”) that such Authority wishes to access some or all of the Developer Controlled Data, whether on a voluntary or a mandatory basis, COZE shall: (i) promptly notify Developer of such Authority’s request; (ii) inform the Authority that Developer has not authorised COZE to disclose that Personal Data to the Authority; (iii) inform the Authority that such requests should be made to Developer in writing; and (iv) not provide the Authority with such Personal Data unless and until authorised by Developer.
4.3 In the event COZE is prohibited from complying with paragraph 4.2 of this Schedule 4, COZE shall use reasonable efforts to challenge such prohibition.
4.4 If COZE makes a disclosure of Developer Controlled Data to an Authority, it shall do so only to the extent required by the Authority.
4.5 Paragraphs 4.2 and 4.3 of this Schedule 4 shall not apply in the event that COZE has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual. In such an event, COZE shall notify Developer as soon as possible following such Authority’s access and provide Developer with full details of the same, unless and to the extent prohibited from doing so.
5. Sub-Processors
5.1 Developer hereby authorises COZE to subcontract its Processing obligations under this DPA to its affiliates, and to other third party sub-processors as listed at Coze SUB-PROCESSORS. COZE ensures that it has a written agreement in place with all sub-processors which contains obligations on the sub-processors which are no less onerous on the relevant sub-processors than the obligations on COZE under this DPA.
5.2 If COZE appoints a new sub-processor or intends to make any changes concerning the addition or replacement of the sub-processors at Coze SUB-PROCESSORS, it shall provide the Developer with prior notice through amending the contents at said website, where the Developer can object to the appointment or replacement by terminating the DPA on written notice to COZE . If Developer does not object within five (5) days of the date of the notice, COZE may proceed with the appointment or replacement of the relevant sub-processor(s).
SCHEDULE 5
EU Standard Contractual Clauses: Module Two Controller to Processor Transfers
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
(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the relevant Appendices and signing Annex I.A.
(b) Once it has completed the relevant Appendices and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8 Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the relevant Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9 Use of sub-processors
(a) The data importer 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 5 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.
(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) 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.
(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
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: The entity which is the “Developer” under the Terms.
Address: The address of the “Developer” associated with the Developer’s account with COZE.
Contact person’s name, position and contact details: The contact details for the Developer’s account.
Activities relevant to the data transferred under these clauses: The activities set out in Schedule 1 to the DPA.
Signature and date: The Developer as data exporter is deemed to have signed this Annex I by using the Services and transferring Developer Controlled Data.
Role (controller/processor): Controller
Data importer(s):
Name: The “COZE” contracting entity as set out in the Terms.
Address: The address for the COZE contracting entity as set out in the Terms.
Contact person’s name, position and contact details: The contact details set out in the Terms.
Activities relevant to the data transferred under these Clauses: The activities set out in Schedule 1 to the DPA.
Signature and date: COZE as data importer is deemed to have signed this Annex I by providing the Services and receiving Developer Controlled Data.
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
As set out in Schedule 1 to the DPA.
Categories of personal data transferred
As set out in Schedule 1 to the DPA.
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
As set out in Schedule 1 to the DPA.
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
Nature of the processing
As set out in Schedule 1 to the DPA.
Purpose(s) of the data transfer and further processing
As set out in Schedule 1 to the DPA.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As set out in Schedule 1 to the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
The subject matter, nature and duration of the processing is as set out in Schedule 1 to the DPA.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
The competent supervisory authority for the data exporter will be determined in accordance with the GDPR.
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
See Schedule 2 to this DPA.
SCHEDULE 6
UK Addendum to the EU Standard Contractual Clauses
Part 1: Tables
Table 1: Parties
The party details set out in Annex IA of Schedule 5 shall apply and be deemed inserted into Table 1 of the UK Addendum.
Table 2: Selected SCCs, Modules and Selected Clauses
| Addendum EU SCCs | The version of the Approved EU SCCs which this Addendum is appended to, including the Appendix Information as set out in Schedule 5. |
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
| Annex 1A: List of Parties: The party details set out in Annex IA of Schedule 5 shall apply and be deemed inserted into Table 3 of the UK Addendum. |
| Annex 1B: Description of Transfer: The information set out in Annex IB of Schedule 5 shall apply and be deemed inserted into Table 3 of the UK Addendum. |
| Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: The technical and organisational measures set out in Annex II of Schedule 5 shall apply and be deemed inserted into Table 3 of the UK Addendum. |
| Annex III: List of Sub processors (Modules 2 and 3 only): The information set out in Clause 5 of Schedule 5 shall apply and be deemed inserted into Table 3 of the UK Addendum. |
Table 4: Ending this Addendum when the Approved Addendum Changes
| Ending this Addendum when the Approved Addendum changes | Which Parties may end this Addendum as set out in Section 19 of the Mandatory Clauses: Either the Importer or the Exporter. |
Part 2: Mandatory Clauses
| Mandatory Clauses | Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses. |