DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA”) is entered into between LiTech, hereinafter referred to as the “Data Processor,” and Customer (“Customer” refers to the entity or the affiliates of the entity that are bound by the Agreement) of LiTech, hereinafter referred to as the “Data Controller.” The Data Controller and the Data Processor are individually referred to as a “Party” or collectively as the “Parties”.

This DPA is annexed to the LiTech Software License Terms which together with special terms (specified in your Order or in the License Key) form the Agreement and constitutes an integral part of the Agreement. 

LiTech OÜ

a company existing under the laws of Estonia 

and having its registered office at Mäealuse 2/1, 12618 Tallinn, Estonia

Company registration number: 14420510

VAT ID number: EE102209330

(hereinafter referred to as “Data Processor”)

1. Preamble

• The Data Controller’s and the Data Processor’s mutual intent is to conclude this DPA in accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”). GDPR is the legal act of the European Union, which urged to strengthen control over processes of collecting, processing and transfer of Personal Data (as defined below) of residents and citizens of the European Union, both in the territory of the European Union, and beyond its limits.
• The Data Processor is offering to the Data Controller the Software under the Agreement. In the course of providing the Software, the Data Processor  may have access to the Personal Data Processed by the Data Controller when using the Software.
• In order to comply with the GDPR the Parties wish to implement this DPA and lay down their rights and obligations regarding the Processing of Personal Data.

2. Definitions

All capitalized terms not defined herein have the meaning set forth in the LiTech Software License Terms. The data protection related concepts used in this DPA have the meaning given to them in the applicable laws and regulations on data protection, including the GDPR. Some of the terms defined in the GDPR are also provided below.

“DPA” means this Data Processing Agreement and all its schedules.

“Data Controller” means the Customer as defined in the introduction of this DPA which alone determines the purposes and means of the Processing of the Personal Data.

“Data Processor” means LiTech which is Processing Personal Data on behalf of the Data Controller.

“Data Subject” means an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, social, cultural identity of that natural person.

“Personal Data” means any information relating to a Data Subject processed by the Data Controller and/or Data Processor, regardless of the form.

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

“Schedule” means a schedule to the DPA which forms an integral part of the DPA.

“Standard Contractual Clauses” means standard data protection clauses adopted by the European Commission with its Decision of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries, as they may be amended from time to time. 

“Sub-Processor” means a natural or legal person to whom the Data Processor delegates certain tasks regarding the Processing of Personal Data.

“Supervisory Authority” means the competent national data protection authority.

3. General Provisions
   1. The Data Processor shall process Personal Data on behalf of the Data Controller for the sole purpose of providing the Software under the Agreement. Data Processor shall not process Personal Data for any other purposes.
   2. As the performance of this DPA and the delivery of the Software implies Processing of Personal Data, the Data Controller and the Data Processor shall comply with the applicable data protection legislation, including but not limited to the obligations rising from the GDPR and any subsequent applicable national implementation laws.
   3. In the course of providing the Software, Data Processor collects and has access to some types of data (that may include Personal Data) used for accessing and using the Software. The Data Subjects whose personal data the Data Processor may Process are mainly users of the Software. If the Data Controller decides to add Personal Data of any other Data Subjects to the Software (not required), the Data Processor may have access to the Personal Data of these Data Subjects as well but will process such Personal Data only if necessary for the purpose of providing the Software to the Data Controller. The types of data the Data Processor has access to are the following:

Type of data collected	Details about data collected	Purpose for collecting
Aggregated statistics	Row counts and other similar table-level metrics, along with aggregated statistical measures, are derived from the data within selected tables. Statistics may include null rates, distinct values, percentiles, and other metrics alike. This information is collected directly from Customer data sources using APIs, JDBC connections, and other methods.	Continuously monitor data quality, including timeliness, volume, and other relevant aspects of distribution. Apply Machine Learning-based anomaly detection and profiling rules provided by customers to track data health and identify potential deviations and errors.
Metadata	Details regarding tables, schemas, names, comments, and attributes of customer data assets. This information is collected directly from Customer data sources using APIs, JDBC connections, and other methods.	Establish a comprehensive catalog that includes warehouse, lake, and BI objects, along with schema information. This catalog is essential for enabling LiTech to generate data observability reports and deliver related services.
Query logs	History of SQL queries, including metadata such as timestamps, the user executing the query, statuses. This information is collected directly from Customer data sources using APIs, JDBC connections, and other methods.	Create lineage, analyze patterns and usage.
System logs	User name, timestamp, and type of activity, such as: application logs regarding system and user activity; SQL queries executed against Customer’s data sources; security logs of accessed Service API endpoints;	Logs are collected for security purposes to allow customers to monitor user and system activities for the Service.
Data sampling	Sample set of values or records of data from Customer’s data sources that are related to data validations defined in the Service.	Assist users in identifying data issues and errors.
Application data	Customer accounts, user settings, IP addresses, configurations, and other settings to set up the Service.	Data is generated when users are signed up to allow authentication and interaction with the Service.

4. Data Processor’s Obligations
   1. The Data Processor shall ensure that in relation to the Personal Data disclosed to it by, or otherwise obtained from the Data Controller, it shall:

a) fully comply with the documented instructions if provided by the Data Controller and not Process the Personal Data for any purpose other than to perform the Agreement. If it fails to comply, the Data Processor agrees to promptly inform the Data Controller of such inability;

b) immediately inform the Data Controller, if it believes that any instruction from the Data Controller infringes the GDPR or other data protection legislation applicable to it;

c) take appropriate technical and organisational measures against any unauthorised or unlawful Processing, and to evaluate at regular intervals the adequacy of such security measures, amending these measures, if necessary, in order to fully comply with the prerequisites provided by the GDPR and other data protection legislation applicable to it;

d) ensure that access, inspection, provision and other forms of Processing take place only in accordance with the need-to-know principle, meaning that the information shall be provided only to those persons who require such information for their work in relation to the performance of the Agreement;

e) not disclose the Personal Data to any person other than to its personnel as necessary to perform obligations under the Agreement and ensure that such personnel is subject to statutory or contractual confidentiality obligations;

f) promptly notify the Data Controller about any legally binding request for disclosure, unless such notification is prohibited by law;

g) immediately notify the Data Controller about any actual or suspected accidental or unauthorized access or unlawful Processing or other Personal Data breach;

i) deal promptly and properly with all reasonable queries from the Data Controller regarding the Processing and performance of the Agreement;

j) make available to the Data Controller all information necessary to demonstrate compliance with the applicable data protection legislation and if needed, submit its data processing facilities and/or information to audit at reasonable intervals and with prior notification from the Data Controller (to the extent disclosure of such information is not prohibited due to confidentiality obligations);

k) assist the Data Controller, if required, with the Data Controller’s obligations under applicable data protection legislation to the extent this is reasonable due to the scope and nature of the Processing, including but not only, regarding fulfilment of rights of Data Subjects;

l) immediately fulfil the request by the Data Controller for erasure or any other different Processing of Personal Data unless the request cannot be complied with due to legal obligations applicable to the Data Processor.

5. Security of Processing
   1. The Data Processor shall adhere to the appropriate level of security of the Processing by means of implementing proper technical and organizational measures considering the risks that are presented by the Processing. The Data Processor regularly evaluates and where necessary improves that the security measures applied are sufficient to ensure the protection of Personal Data. The security measures applied include, but are not limited to, physical security measures (e.g., limited access rights to premises, surveillance, locks, etc.), technical security measures (e.g., two-factor authentication, IP-restrictions, logging, regularly changed passwords, etc.) and organizational security measures (e.g., proper confidentiality agreements in place with personnel who have access to Personal Data).
   2. Software enables that any Processing is reversible and that in cases of interruptions and malfunctions the Personal Data is not lost, changed or hindered. Any new software has to be tested prior to using it..

6. Integrity and Traceability of Data
   1. The Data Processor shall ensure the ongoing integrity, confidentiality, availability and resilience of the Personal Data when Processing.
   2. The Data Processor shall ensure proper traceability of Processing actions in relation to the Service in order to ascertain when certain data was processed, who processed it, which actions were conducted, which data was transferred, when the transfer occurred and to whom it was transferred.

7. Transfer of Data
   1. The Data Controller agrees that where the Data Processor engages a Sub-Processor in accordance with Section 8 for carrying out specific processing activities (on behalf of the Data Controller) and those processing activities involve a transfer of Personal Data within the meaning of Chapter V of the GDPR, the Data Processor and the Sub-Processor can ensure compliance with Chapter V of the GDPR by using Standard Contractual Clauses adopted by the Commission in accordance with of Article 46(2) of the GDPR, provided the conditions for the use of those Standard Contractual Clauses are met.
   2. In any other cases, transfer of Personal Data to a third country or an international organization by the Data Processor shall be done only on the basis of documented instructions from the Data Controller or in order to fulfil a specific requirement under EU or local law to which the Data Processor is subject and shall take place in compliance with Chapter V of the GDPR.
   3. If the Data Controller is established in a third country of which the European Commission has not recognized as providing adequate protection of Personal Data and Personal Data is transferred from the Data Processor to the Data Controller within the meaning of Chapter V of the GDPR, the Standard Contractual Clauses established in Schedule 2 shall apply.
   4. If any of the clauses of this DPA are contrary to the provisions of the Standard Contractual Clauses and/or provide less protection for the Data Subject and/or are less beneficial to the Data Subject, the provisions of the Standard Contractual Clauses shall prevail.
   5. The Parties agree that upon adoption of new or updated Standard Contractual Clauses by the European Commission, the Data Processor will notify of such changes and the updated version of Standard Contractual Clauses will be used for further transfer. 
8. Sub-Processing and use of third parties
   1. The Data Processor has the Data Controller’s general authorization for the engagement of Sub-Processors from an agreed list in Schedule 1 to assist in performing the Service or any Processing on its behalf. 
   2. The Data Processor shall specifically inform in writing the Data Controller of any intended changes of that list through the addition or replacement of Sub-Processors in advance, giving the Data Controller sufficient time to be able to object to such changes on reasonable grounds prior to the engagement of the concerned Sub-Processor(s) by notifying the Data Processor within thirty (30) calendar days after receiving notice. If the Data Controller does not agree to the changes but the change is necessary for the Data Processor for the provision of the Service, the Data Processor is entitled to terminate the Agreement. 
   3. The Data Processor is obliged to ensure that any Sub-Processor which will be Processing any Personal Data in relation to the Service will in an agreement between the Sub-Processor and the Data Processor agree to the same level of protection and security measures as are provided in this DPA. The Sub-Processor has to comply with all applicable data protection legislation. The Data Processor remains responsible for the performance of the Sub-Processor’s obligations in accordance with its agreement with the Data Processor.

9. Data Controller’s Obligations
   1. The Data Controller ensures that Personal Data is processed in accordance with the GDPR and other applicable data protection legislation.
   2. In case the Data Processor notifies any incident to the Data Controller in accordance with Clause 4.1 (g), the Data Controller will deal with the notification promptly, including document the breach and notify relevant parties of the Personal Data breach in accordance with the GDPR. 
   3. The Data Controller has the right and obligation to supervise the performance of the DPA and the Data Processor has to enable such supervision to the extent this is reasonable due to the scope and nature of Processing.
   4. The Data Controller has to ensure that it has appropriate legal bases for processing Personal Data in accordance with the GDPR. 

10. Liability
    1. The Data Processor shall act with due skill, care and diligence when offering the Service. It shall only be liable for direct material damage that occurs to the Data Controller due to Data Processor’s breach of this DPA, but will not be liable for any other damages, including loss of profit. The liability of the Data Processor under this DPA is limited to the total amount of fees paid by the Data Controller under the Agreement within 12 months prior to the date the claim arose, except for claims arising from gross negligence or intentional or willful misconduct.
    2. If not provided to the contrary by applicable mandatory law, both the Data Controller and the Data Processor shall be exempt from liability if the event giving rise to the damage is not in the sphere of their responsibility.
    3. The Parties agree that if one Party is held liable for a violation of this DPA and/or the Standard Contractual Clauses committed by the other Party, the latter will, to the extent to which it is liable, indemnify the first Party for any cost, charge, damages, expenses or loss it has incurred.
    4. Indemnification is contingent upon:

1. the Party promptly notifying the other Party of a claim; and
2. the Data Processor being given the possibility to cooperate with the Data Controller in the defence and settlement of the claim.

11. Duration and Termination
    1. This DPA shall be in force until the Data Processor is providing the Software under the Agreement or as long as Personal Data is processed for the provision of the Software or until the DPA is terminated for other reasons.
    2. Upon termination of this DPA, or at any earlier moment if the Personal Data are no longer relevant for the provision of the Software under the Agreement, the Data Processor shall delete or return all the Personal Data to the Data Controller, and delete existing copies unless law or regulation requires storage of such Personal Data.
12. Final Provisions
    1. In the event of any conflicts between the other documents of the Agreement and this DPA as regards the Processing of Personal Data, the provisions of this DPA shall apply.
    2. Whenever possible, the provisions of this DPA shall be interpreted in such a manner as to be valid and enforceable under the applicable law. However, if one or more provisions of this DPA are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of this DPA shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision or any part thereof and/or agree on a new provision in such a way as to reflect the purpose of the invalid, illegal or unenforceable provision.

Schedule 1 – Agreed list of Sub-Processors

Digital Ocean, LLC
Address – 101 6th Avenue, New York, NY, 10013

Details of the contact person, including their name, position, and contact information, are not provided by a dedicated individual at Digital Ocean. Instead, we access Digital Ocean’s platform to open a support request ticket, and a contact person is assigned. Alternatively, we may complete the support form available on their webpage.

Processing description: hosting data.

Schedule 2 – Standard Contractual Clauses (Data Processor to Data Controller)

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) and Clause 8.3(b);

(iii) N/A

(iv) N/A

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18.

(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 Appendix and signing Annex I.A.

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

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1   Instructions

(a) The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller.

(b) The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.

(c) The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.

(d) After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

8.2   Security of processing

(a) The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b) The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.

(c) The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

8.3   Documentation and compliance

(a) The Parties shall be able to demonstrate compliance with these Clauses.

(b) The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

Clause 9

Use of sub-processors

N/A

Clause 10

Data subject rights

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

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.

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) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679.

(c) 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.

(d) The Parties agree that if one Party is held liable under paragraph (c), 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.

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

Clause 13

Supervision 

N/A

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

Clause 14

Local laws and practices affecting compliance with the Clauses

(where the EU where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

(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

(where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

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 collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. 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 a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Estonia.

Clause 18

Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of Estonia.

ANNEX I

A.  LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer

and/or representative in the European Union]

Data Processor as per the DPA

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data

protection]

Data Controller as per the DPA

B. DESCRIPTION OF TRANSFER

As described in the DPA