VERSION:1.0

ACCEPTANCE

BY ACCESSING OR USING JUDGE.ME'S SERVICES, OR BY ACCEPTING JUDGE.ME'S TERMS OF SERVICE, YOU (THE "CLIENT" OR "CUSTOMER") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS DATA PROCESSING ADDENDUM ("DPA"), INCLUDING ALL ANNEXES AND THE STANDARD CONTRACTUAL CLAUSES CONTAINED HEREIN.

THIS DPA IS EFFECTIVE AS OF THE DATE YOU FIRST ACCESS OR USE JUDGE.ME'S SERVICES, OR UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE, WHICHEVER IS EARLIER.

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PARTIES

THE CLIENT/CUSTOMER: 

The entity identified in Customer's Judge.me account registration or as specified in the applicable Terms of Service (the ‘Client/Customer’).

THE PROVIDER:  

JUDGE.ME LTD incorporated and registered in England and Wales with company number 12157706 whose registered office is at C/O Buckworths, 2nd Floor, 1-3 Worship Street, London, England, EC2A 2AB (the ‘Provider’).

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BACKGROUND

A. The Client and the Provider have entered into the Terms of Service (as defined below), which requires the Provider to process Personal Data on behalf of the Client or to transfer the Personal Data to the Client.

B. This DPA sets out the additional terms, requirements and conditions on which the Provider will process or transfer Personal Data when providing services under the Terms.

C. This DPA contains the mandatory clauses required by Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors as well as the Standard Contractual Clauses for the transfer of personal data to third countries pursuant to the General Data Protection Regulation ((EU) 2016/679) and the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses.

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AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this DPA:

Addendum: the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, contained at Annex D to this DPA;

Authorised Persons: Customer's designated account administrators and authorized representatives as identified in Customer's Judge.me account settings from time to time;

Business Purposes: the services to be provided by the Provider to the Client as described in the Terms and any other purpose specifically identified in Annex A;

Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018);

Controller: as defined in the Data Protection Legislation;

Data Protection Impact Assessment: means an assessment of the impact of the envisaged Processing operations on the protection of Personal Data, as required by Article 35 of the UK GDPR and EU GDPR;

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (the "DPA 2018"); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Commissioner or other relevant regulatory authority and which are applicable to a party;

Data Subject: as defined in the Data Protection Legislation;

DPA: this data processing agreement;

EU GDPR: the General Data Protection Regulation ((EU) 2016/679);

EEA: the European Economic Area;

ICO: the Information Commissioner's Office;

Personal Data: as defined in the Data Protection Legislation;

Personal Data Breach: as defined in the Data Protection Legislation;

Processing: as defined in the Data Protection Legislation (and "Processes", "processed" and "process" shall be construed accordingly);

Processor: as defined in the Data Protection Legislation;

Records: has the meaning given to it in Clause 14.1;

Restricted Transfer: a transfer of Personal Data which is covered by Chapter V of the UK GDPR;

Standard Contractual Clauses (SCCs): the ICO's International Data Transfer Agreement for the transfer of Personal Data from the UK and/or the ICO's International Data Transfer Addendum to EU Commission Standard Contractual Clauses and/or the European Commission's Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 as set out in the Annex to Commission Implementing Decision (EU) 2021/914 and/or the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU, a completed copy of which comprises Annex C;

Sub-processor: means any person (including any third party and any Provider's affiliate, but excluding an employee of the Client or any of its sub-contractors) appointed by or on behalf of the Client or Provider to process Personal Data on behalf of the Client in connection with the Terms;

Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering the Data Protection Legislation, including but not limited to the ICO;

Term: this DPA's term as defined in Clause 12.1(b); and Terms or Terms of Service: the terms and conditions of service applicable to the Client from time to time when using the services of the Provider for the Business Purposes, available at [INSERT URL] and incorporated by reference into this DPA;

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

1.2 The Annexes form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Annexes.

1.3 A reference to writing or written includes email.

1.4 In the case of conflict or ambiguity between:

(a) any of the provisions of this DPA and the provisions of the Terms, the provisions of this DPA will prevail; and

(b) any of the provisions of this DPA and any executed SCC, the provisions of the executed SCC will prevail.

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2. PERSONAL DATA PROCESSOR AND CONTROLLER

2.1 The parties agree that:

(a) the Client may gather Personal Data during the course of their business activities which the Client may then export to the Provider for the Business Purposes. Each party acknowledges that in respect of such Personal Data, the Provider is the Processor and the Client is the Controller; and

(b) the Provider may gather Personal Data directly from the Client when they interact directly with the Provider's website. Each party acknowledges that where Judge.me exports this Personal Data to the Client the parties are respective Controllers. Each Party shall be individually and separately responsible for complying with the obligations that apply to it as a Controller under any applicable Data Protection Legislation in relation to the Personal Data processed and shared pursuant to the Terms. Where the Parties are respective Controllers, reference should be made to the relevant terms contained in the EU SCCs, as set out in Annex C.

2.2 Without prejudice to clause 2.1(b), the terms of this DPA shall apply to data processing arrangements as described in clause 2.1(a).

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3. PERSONAL DATA TYPES AND PROCESSING PURPOSES

3.1 The Client and the Provider agree to comply with all applicable requirements of the Data Protection Legislation.

3.2 The Client and the Provider agree and acknowledge that for the purpose of the Data Protection Legislation:

(a) the Client is the Controller and the Provider is the Processor;

(b) the Provider will engage Sub-processors pursuant to the requirements set forth in Clause 10;

(c) the Client shall retain control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the Provider; and

(d) to the extent not stated elsewhere in this DPA, Annex A describes the subject matter, duration, nature and purpose of the processing and the Personal Data types and Data Subject types in respect of which the Provider may process the Personal Data to fulfil the Business Purposes.

3.3 The Client instructs the Provider and, where necessary, authorises the Provider to instruct any Sub-processor to:

(a) process Personal Data; and

(b) transfer Personal Data to any country or territory, as reasonably necessary for the provision of the Business Purpose and consistent with the Terms; and

3.4 The Client shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which the Client acquired Personal Data. Personal Data provided by the Client shall not contain information that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning an individual's sex life or sexual orientation ("Special Categories of Data").

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4. PROVIDER'S OBLIGATIONS

4.1 The Provider will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purpose in accordance with the Client's written instructions. The Provider will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Data Protection Legislation.

4.2 The Provider shall comply, as soon as reasonably possible, with any Client written instructions requiring the Provider to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

4.3 The Provider will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless the Client or this DPA specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires the Provider to process or disclose the Personal Data to a third party, the Provider must first inform the Client of such legal or regulatory requirement and give the Client an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.

4.4 The Provider will reasonably assist the Client with meeting the Client's compliance obligations under the Data Protection Legislation, taking into account the nature of the Provider's processing and the information available to the Provider, including in relation to Data Subject rights, the Data Protection Impact Assessment and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.

4.5 The Provider shall, as soon as reasonably possible, notify the Client of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the Provider's performance of the Terms or this DPA.

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5. PROVIDER'S EMPLOYEES

5.1 The Provider will ensure that all of its employees:

(a) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;

(b) have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and

(c) are aware both of the Provider's duties and their personal duties and obligations under the Data Protection Legislation and this DPA.

5.2 The Provider will take reasonable steps to ensure the reliability, integrity and trustworthiness of all of the Provider's employees with access to the Personal Data.

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6. SECURITY

6.1 The Provider shall at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.

6.2 The Provider must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

(a) the pseudonymisation and encryption of Personal Data;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(c) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and

(d) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

6.3 A summary of the Provider's security measures is attached hereto at Annex E.

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7. PERSONAL DATA BREACH

7.1 The Provider will without undue delay, and in any event within twenty-four (24) hours, notify the Client if it, or any Sub-processor, becomes aware of:

(a) the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data. The Provider will restore such Personal Data at its own expense as soon as possible;

(b) any accidental, unauthorised or unlawful processing of the Personal Data; or

(c) any Personal Data Breach.

7.2 Where the Provider or Sub-processor becomes aware of (a), (b) and/or (c) above, it shall, without undue delay, also provide the Client with the following information:

(a) description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;

(b) the likely consequences; and

(c) a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.

7.3 Immediately following the parties becoming aware of any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the Provider and Client will co-ordinate with each other to investigate the matter, including but not limited to:

(a) assisting with any investigation;

(b) facilitating interviews with the Provider's employees, former employees and others involved in the matter including, but not limited to, its officers and directors;

(c) making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required for an investigation; and

(d) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.

7.4 The Provider will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first notifying the Client, except when required to do so by domestic law.

7.5 The Provider agrees that the Client shall determine:

(a) whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Client's discretion, including the contents and delivery method of the notice; and

(b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

7.6 The Provider shall cover all reasonable expenses associated with the performance of the obligations under Clause 7.1 to Clause 7.3 unless the matter arose from the Client's specific written instructions, negligence, wilful default or breach of this DPA, in which case the Client shall cover all reasonable expenses.

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8. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

8.1 The Provider shall provide reasonable assistance to the Client in relation to any data protection impact assessments, and prior consultations with supervising authorities or other competent data privacy authorities, which the Client reasonably considers to be required by Article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Legislation, in each case solely in relation to processing of Personal Data by, and taking into account the nature of the processing and information available to, the Provider or a Sub-processor.

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9. CROSS-BORDER TRANSFERS OF PERSONAL DATA

9.1 The Provider (and any Sub-processor, if applicable) must not transfer or otherwise process the Personal Data outside the UK and/or EEA without obtaining the Client's prior written consent, consent of which shall be deemed to be given by the Client in relation to existing Sub-processors at the date of this DPA, as set out in Annex A.

9.2 Where such consent is granted, the Provider may only process, or permit the processing, of the Personal Data outside the UK and/or EEA under the following conditions:

(a) the Provider is processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. The Provider must identify in Annex A the territory that is subject to such adequacy regulations; or

(b) the Provider participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that the Provider (and, where appropriate, the Client) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR and EU GDPR, and the Provider shall immediately inform the Client of any change to that status; or

(c) the transfer otherwise complies with the Data Protection Legislation for the reasons set out in Annex A.

9.3 The Client and the Provider agree that when the transfer of Personal Data is a Restricted Transfer and applicable Data Protection Legislation requires that appropriate safeguards are put in place, it shall be subject to the appropriate SCCs, as set out in Annex C, which shall be deemed incorporated into and form part of this DPA.

9.4 If any Personal Data transfer between the Client and the Provider requires execution of SCCs in order to comply with the Data Protection Legislation, the parties will be deemed to have executed the SCCs contained in Annex C, and will take all other actions required to legitimise the transfer.

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10. SUB-PROCESSORS

10.1 The Client acknowledges and agrees that the Provider may engage third-party Sub-processors in connection with the provision of the Business Purposes, including without limitation the processing of Personal Data.

10.2 The Provider may only authorise a third party (Sub-processor) to process the Personal Data if:

(a) the Client is provided with an opportunity to object to the appointment of each Sub-processor within fourteen (14) days' notice of the Provider engaging such Sub-processors (the "Notice"). In the absence of such objection, the Client shall be deemed to authorise the engagement of such Sub-processor;

(b) the Provider enters into a written contract with the Sub-processor that contains terms substantially the same as those set out in this DPA, in particular, in relation to requiring appropriate technical and organisational data security measures, confidentiality, and obligations which provide sufficient guarantees from Sub-processors that the Processing meets the requirements of the Data Protection Legislation, and, upon the Client's written request, provides the Client with copies of the relevant excerpts from such contracts;

(c) the Provider maintains control over all of the Personal Data it entrusts to the Sub-processor; and

(d) the Sub-processor's contract terminates automatically on termination of this DPA for any reason.

10.3 Pursuant to Clause 10.2(a), if within fourteen (14) days of receipt of a Notice, the Client notifies the Provider in writing of any objections (on reasonable grounds) to the proposed appointment, then:

(a) the Provider shall work with Client in good faith to make available a commercially reasonable change in the provision of the Business Purpose which avoids the use of that proposed Sub-processor; and

(b) where such a change cannot be made within fourteen (14) days from Provider's receipt of the Notice, notwithstanding anything in the DPA, the Client may by written notice to the Provider with immediate effect terminate the Terms to the extent that it relates to the Business Purpose which requires the use of the proposed Sub-processor.

10.4 The Provider has or shall enter into a written agreement with each Sub-processor (the "Sub-processing Agreement") containing data protection obligations not less protective than those in the Terms and/or this DPA with respect to the protection of Personal Data to the extent applicable to the nature of the Business Purpose provided by such Sub-processor. The Provider shall be liable for the acts and omissions of its Sub-processors to the same extent the Provider would be liable if performing the services of each Sub-processor directly under the terms of this DPA.

10.5 The Provider shall provide to the Client for review copies of the Sub-processor Agreements as the Client may reasonably request from time to time. The parties agree that all commercial information may be removed by the Provider beforehand.

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11. COMPLAINTS, DATA SUBJECT REQUESTS AND THIRD-PARTY RIGHTS

11.1 The Provider shall, and the Client shall cover all reasonable expenses associated with the performance of the Provider's obligations under this Clause 11.1, take such technical and organisational measures as may be appropriate, and as soon as reasonably possible provide such information to the Client as the Client may reasonably require, to enable the Client to comply with:

(a) the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify, port and erase Personal Data, object to the processing and automated processing of Personal Data, and restrict the processing of Personal Data; and

(b) information or assessment notices served on the Client by the Commissioner or other relevant regulator under the Data Protection Legislation.

11.2 The Provider shall notify the Client without undue delay in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.

11.3 The Provider shall notify the Client within three (3) days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.

11.4 The Provider will give the Client its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

11.5 The Provider must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Client's written instructions, or as required by domestic law.

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12. TERM AND TERMINATION

12.1 This DPA will remain in full force and effect so long as:

(a) the Terms remain in effect; or

(b) the Provider retains any of the Personal Data related to the Terms in its possession or control (the "Term").

12.2 This DPA will terminate upon the earliest of:

(a) termination of the Terms, subject to and in accordance with the Terms (and without prejudice to the survival of accrued rights and liabilities of the parties and any obligations of the parties which either expressly or by implication survive termination);

(b) as earlier terminated pursuant to the terms of this DPA; or

(c) as agreed by the parties in writing.

12.3 Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Terms in order to protect the Personal Data will remain in full force and effect.

12.4 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its DPA obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within thirty (30) days, either party may terminate the Terms on not less than seven (7) days on written notice to the other party.

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13. DATA RETURN AND DESTRUCTION

13.1 At the Client's request, the Provider will give the Client, or a third party nominated in writing by the Client, a copy of or access to all or part of the Personal Data in its possession or control in a format and medium agreed with the Client.

13.2 On termination of the Terms for any reason or expiry of its term, the Provider will securely delete or destroy or, if directed in writing by the Client at the reasonable expense of the Client, return and not retain, all or any of the Personal Data related to this DPA in its possession or control, no later than thirty (30) days after the termination or expiry.

13.3 If any law, regulation, or government or regulatory body requires the Provider to retain any documents or materials or Personal Data that the Provider would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.

13.4 The Provider will certify in writing to the Client that it has destroyed the Personal Data within fourteen (14) days after it completes the deletion or destruction.

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14. RECORDS

14.1 The Provider will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, Sub-processors (if applicable), the processing purposes, categories of processing, any transfers of Personal Data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in Clause 6.1 (the "Records").

14.2 The Provider will ensure that the Records are sufficient to enable the Client to verify the Provider's compliance with its obligations under this DPA and the Provider will provide the Client with copies of the Records as soon as reasonably possible upon written request.

14.3 The Client and the Provider must review the information listed in the Annexes to this DPA at least once a year to confirm its current accuracy and update it when required to reflect current practices.

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15. AUDIT

15.1 The Provider will permit the Client and its third-party representatives to audit the Provider's compliance with its obligations, no more than one (1) time per year, on at least thirty (30) days' notice, during the Term. Under this DPA, the Provider will give the Client and its third-party representatives all reasonable assistance to conduct such audits. The assistance may include, but is not limited to:

(a) physical access to, remote electronic access to, and copies of the Records and any other relevant information held at the Provider's premises or on systems storing the Personal Data; and

(b) access to and meetings with any of the Provider's personnel reasonably necessary to provide all explanations and perform the audit effectively.

15.2 The notice requirements in Clause 15.1 will not apply if the Client reasonably believes that a Personal Data Breach occurred or is occurring, or the Provider is in breach of any of its obligations under this DPA or any Data Protection Legislation.

15.3 If a Personal Data Breach occurs or is occurring, or the Provider becomes aware of a breach of any of its obligations under this DPA or any Data Protection Legislation, the Provider will:

(a) promptly conduct its own audit to determine the cause;

(b) produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;

(c) provide the Client with a copy of the written audit report; and

(d) remedy any deficiencies identified by the audit within thirty (30) days.

15.4 At least once a year, the Provider will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this DPA, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.

15.5 On the Client's written request, as soon as reasonably possible the Provider will make all of the relevant audit reports available to the Client for review. The Client will treat such audit reports as the Provider's confidential information.

15.6 The Provider will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by the Provider's management.

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16. WARRANTIES

16.1 The Provider warrants and represents that:

(a) its employees, Sub-processors (if applicable), agents and any other person or persons accessing the Personal Data on its behalf are, to the best of its knowledge, reliable and trustworthy and have received the required training on the Data Protection Legislation;

(b) it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;

(c) it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Terms' contracted services; and

(d) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:

(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;

(ii) the nature of the Personal Data protected; and

(iii) comply with all applicable Data Protection Legislation and its information and security policies, including the security measures in Clause 6.1.

16.2 The Client warrants and represents that:

(a) the Provider's expected use of the Personal Data for the Business Purposes and as specifically instructed by the Client will comply with the Data Protection Legislation; and

(b) it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in Clause 3.3.

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17. NOTICE

17.1 Any notice given to a party under or in connection with this DPA must be in writing and delivered to:

For the Client: The email address associated with Customer's Judge.me account as updated from time to time through Customer's account settings.

For the Provider: 

Name: Peter-Jan Celis  

Email address: operations@judge.me  

Postal address: C/O Buckworths 2nd Floor, 1-3 Worship Street, London, England, EC2A 2AB

17.2 For the avoidance of doubt, Clause 17.1 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

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18. ENTIRE AGREEMENT

18.1 This DPA and the Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this DPA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this DPA.

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19. VARIATION

19.1 No variation of this DPA shall be effective unless it is in writing and signed by both the Provider and the Client (or their authorised representatives), provided that the variation does not reduce appropriate safeguards and compliance with the Data Protection Legislation.

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19A. DOCUMENT UPDATES AND AMENDMENTS

19A.1 This DPA is published online at https://judge.me/privacy and may be updated by Judge.me from time to time to reflect:

(a) changes in Judge.me's services or security practices;

(b) changes in legal or regulatory requirements;

(c) changes in industry standards or best practices; or

(d) technical or operational improvements.

19A.2 Judge.me will provide notice of material changes to this DPA by:

(a) Posting the updated DPA at https://judge.me/privacy with a clearly marked "Last Updated" date and version number at the top of the document; and

19A.3 Customer's continued use of Judge.me's services after the effective date of changes constitutes Customer's acceptance of the updated DPA.

19A.4 If Customer objects to any material changes:

(a) Customer must notify Judge.me in writing within a Notice Period of 30 days;

(b) The parties will discuss Customer's objections in good faith;

(c) If the parties cannot reach agreement, Customer's sole remedy is to terminate the Terms in accordance with Clause 12.2(b) by providing written notice before the effective date of the changes; and

(d) Termination in these circumstances will not relieve Customer of any payment obligations for services provided prior to termination.

19A.5 Judge.me will maintain an archive of previous versions of this DPA and a change log documenting material changes for a period of at least three (3) years.

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20. SEVERANCE

20.1 If any provision or part-provision of this DPA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 20.1 shall not affect the validity and enforceability of the rest of this DPA.

20.2 If any provision or part-provision of this DPA is invalid, illegal or unenforceable, the Provider and the Client shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

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21. INDEMNIFICATION AND LIMITATION OF LIABILITY

21.1 If one party is held liable for a violation of this DPA or, if applicable, any provision of 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 in accordance with Clause 21.2.

21.2 Each party's liability to the other Party and/or any data subject whose Personal Data is covered by this DPA, taken together in the aggregate, arising out of or related to this DPA and/or the Standard Contractual Clauses, whether in contract, tort or under any other theory of liability, shall be capped at £500,000.

21.3 In no event shall the Provider or the Client, nor in each case its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not the relevant party has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

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22. EXECUTION AND BINDING EFFECT

22.1 This DPA becomes binding upon Customer's:

(a) acceptance of Judge.me's Terms of Service; or

(b) first use of Judge.me's services; or

(c) clicking "I agree" or similar acceptance button in Judge.me's platform;

whichever occurs first.

22.2 No separate signature is required for this DPA to be legally binding. Customer's continued use of Judge.me's services constitutes ongoing acceptance of this DPA.

22.3 For the purposes of the Standard Contractual Clauses contained in Annex C and the International Data Transfer Addendum contained in Annex D, the parties are deemed to have executed such clauses and addendum upon Customer's acceptance of this DPA as described in Clause 22.1.

22.4 Customer represents and warrants that the person accepting this DPA on behalf of Customer has the authority to bind Customer to the terms of this DPA.

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23. GOVERNING LAW

23.1 This DPA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

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24. JURISDICTION

24.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this DPA or its subject matter or formation.

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ANNEX A  – DATA PROCESSING PARTICULARS

ANNEX B  – TERMS AND CONDITIONS 

https://judge.me/terms 

ANNEX C  – STANDARD CONTRACTUAL CLAUSES

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)1 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.

1 .Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […]. 

Clause 3

Third-party beneficiaries

(e) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);

(iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);

(iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e);

(viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

(f) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(g) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(h) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(i) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B. 

Clause 7 - Optional

Docking clause

(j) 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.

(k) 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.

(l) 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.

[MODULE ONE: Transfer controller to controller]

8.1 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. It may only process the personal data for another purpose:

(i) where it has obtained the data subject’s prior consent;

(ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iii) where necessary in order to protect the vital interests of the data subject or of another natural person. 

8.2  Transparency

(m) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

(i) of its identity and contact details;

(ii) of the categories of personal data processed;

(iii) of the right to obtain a copy of these Clauses;

(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

(n) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

 (o)  On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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.

(p) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.3 Accuracy and data minimisation

(q) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

(r) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.

(s) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing. 

8.4 Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period. 

8.5 Security of processing

(t) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including 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, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. 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.

(u) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

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

(w)  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 personal data breach, including measures to mitigate its possible adverse effects.

2 This requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone, in line with recital 26 of Regulation (EU) 2016/679, and that this process is irreversible. 

(x) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.

(y)  In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.

(z)  The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

8.6 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 or offences (hereinafter “sensitive data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

8.7  Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union3 (in the same country as the data importer or in another third country, hereinafter “onward transfer”) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

(i)  it 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 of Regulation (EU) 2016/679 with respect to the processing in question;

(iii)  the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;

(iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;

3 The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

(v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or

(vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.8 Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions. 

8.9 Documentation and compliance

(aa) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.

(bb) The data importer shall make such documentation available to the competent supervisory authority on request.

[MODULE TWO: Transfer controller to processor] 

8.1 Instructions

(cc) 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.

(dd) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter. 

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a). 

8.6 Security of processing

(ee) 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.

(ff) 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.

(gg)  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.

(hh) 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 Union4 (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

(ii) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(jj) 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.

(kk) 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.

(ll)  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. 

4 The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

(mm)  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. 

[MODULE THREE: Transfer processor to processor]

8.1  Instructions

(nn) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(oo) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(pp) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(qq) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter. 

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 controller, as communicated to the data importer by the data exporter, or 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 personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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.

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 rectify or erase 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 controller and certify to the data exporter that it has

5 See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation (EU) 2018/1725.

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

(rr) 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, they 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 subject. 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 or the controller. 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.

(ss) The data importer shall grant access to the 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.

(tt)  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, without undue delay, the data exporter and, where appropriate and feasible, the controller 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 data breach, including 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.

(uu) 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 its controller so that the latter may in turn 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 set out 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 controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union6 (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 of Regulation (EU) 2016/679;

(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

(vv) The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.

(ww)  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 controller.

(xx) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(yy) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(zz) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(aaa)  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.

(bbb)  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. 

[MODULE FOUR: Transfer processor to controller]

6 The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purposes of these Clauses. 

8.1 Instructions

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

(ddd) 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.

(eee)  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.

(fff) 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

(ggg) 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 data7, 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.

(hhh)  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.

(iii)  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

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

(kkk) 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 

[MODULE TWO: Transfer controller to processor]

7 This includes whether the transfer and further processing 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 or offences.

(lll)  OPTION 1: SPECIFIC PRIOR AUTHORISATION
The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.

OPTION 2: GENERAL WRITTEN AUTHORISATION
The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least [Specify time period] 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.

(mmm) 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.8 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.

(nnn)  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.

(ooo)  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.

(ppp)  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. 

[MODULE THREE: Transfer processor to processor]

(qqq)  OPTION 1: SPECIFIC PRIOR AUTHORISATION

The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the prior specific written authorisation of the controller. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the controller to decide on the authorisation. It shall inform the data exporter of such engagement. The list of sub-processors already authorised by the controller can be found in Annex III. The Parties shall keep Annex III up to date.

OPTION 2: GENERAL WRITTEN AUTHORISATION
The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the

8 This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).

(rrr)  Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), 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.9 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.

(sss)  The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. 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.

(ttt) 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.

(uuu)  The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

[MODULE ONE: Transfer controller to controller]

(xv) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request.10 The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.

(www)  In particular, upon request by the data subject the data importer shall, free of charge :

(i)  provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);

(ii)  rectify inaccurate or incomplete data concerning the data subject;

9 This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

10 That period may be extended by a maximum of two more months, to the extent necessary taking into account the complexity and number of requests. The data importer shall duly and promptly inform the data subject of any such extension.

(iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.

(xxx) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.

(yyy)  The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter “automated decision”), which would produce legal effects concerning the data subject or similarly significantly affect him / her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:

(i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and

(ii)  implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.

(zzz)  Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.

(aaaa)  The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.

(bbbb)  If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

[MODULE TWO: Transfer controller to processor]

(cccc)  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.

(dddd) 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.

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

[MODULE THREE: Transfer processor to processor]

(ffff)  The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.

(gggg) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. 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.

(hhhh)  In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter. 

[MODULE FOUR: Transfer processor to controller] 

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

(iv) 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.

[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body11 at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.] 

[MODULE ONE: Transfer controller to controller]

[MODULE TWO: Transfer controller to processor]

[MODULE THREE: Transfer processor to processor]

(jjjj) 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.

(kkkk) 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.

(llll) 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.

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

(nnnn) 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.

11 The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.

Liability

[MODULE ONE: Transfer controller to controller]

[MODULE FOUR: Transfer processor to controller]

(oooo)  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.

(pppp) 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.

(qqqq)  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.

(rrrr)  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.

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

[MODULE TWO: Transfer controller to processor] [MODULE THREE: Transfer processor to processor]

(tttt)  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.

(uuuu) 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.

(vvvv)  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.

(wwww) 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.

(xl) 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.

(yyyy)  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.

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

Supervision

[MODULE ONE: Transfer controller to controller]

[MODULE TWO: Transfer controller to processor]

[MODULE THREE: Transfer processor to processor]

(aaaaa) [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.

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

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

Clause 14

Local laws and practices affecting compliance with the Clauses 

[MODULE ONE: Transfer controller to controller]

[MODULE TWO: Transfer controller to processor]

[MODULE THREE: Transfer processor to processor]

[MODULE FOUR: Transfer processor to controller] (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

(ccccc) 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.

(ddddd) 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 safeguards12;

(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.

(eeeee) 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.

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

(ggggg) 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). [For Module Three: The data exporter shall forward the notification to the controller.]

(hhhhh) 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 [for Module Three: , if appropriate in consultation with the controller]. 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 [for Module Three: the controller or] 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.

12 As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

Clause 15

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

[MODULE ONE: Transfer controller to controller]

[MODULE TWO: Transfer controller to processor]

[MODULE THREE: Transfer processor to processor]

[MODULE FOUR: Transfer processor to controller] (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

(v) 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.

[For Module Three: The data exporter shall forward the notification to the controller.]

(jjjjj)  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.

(kkkkk) 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.). [For Module Three: The data exporter shall forward the information to the controller.]

(lllll)  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.

(mmmmm)  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

(nnnnn) 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).

(ooooo) 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. [For Module Three: The data exporter shall make the assessment available to the controller.]

(ppppp) 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

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

(rrrrr)  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).

(sssss) 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 [for Module Three: and the controller] 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.

(ttttt) [For Modules One, Two and Three: 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.] [For Module Four: 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.

(uuuuu) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is

transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679. 

Clause 17

Governing law

[MODULE ONE: Transfer controller to controller]
[MODULE TWO: Transfer controller to processor]
[MODULE THREE: Transfer processor to processor]

[OPTION 1: 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    (specify Member State).]

[OPTION 2 (for Modules Two and Three): These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of    (specify Member State).]

[MODULE FOUR: Transfer processor to controller]

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    (specify country).

Clause 18

Choice of forum and jurisdiction

[MODULE ONE: Transfer controller to controller]
[MODULE TWO: Transfer controller to processor]
[MODULE THREE: Transfer processor to processor]

(vvvvv)  Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State. (wwwww)  The Parties agree that those shall be the courts of (specify Member State).

(l) 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.

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

[MODULE FOUR: Transfer processor to controller]

Any dispute arising from these Clauses shall be resolved by the courts of (specify country).

APPENDIX 

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used. 

ANNEX I

A. LIST OF PARTIES

Data exporter(s): shall be the Provider as set out in the Agreement Role (controller/processor): Processor 

Data importer(s): shall be the Client as set out in the Agreement Role (controller/processor): Controller

B. DESCRIPTION OF TRANSFER 

Categories of data subjects whose personal data is transferred

-   See Annex A of the Agreement (Data Processing Particulars) Categories of personal data transferred

-   See Annex A of the Agreement (Data Processing Particulars)

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.

-   None

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

-    Continuous Nature of the processing

-   See Annex A of the Agreement (Data Processing Particulars) Purpose(s) of the data transfer and further processing

-   See Annex A of the Agreement (Data Processing Particulars)

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

-   The period of time necessary to provide the services under the Agreement and/or in accordance with applicable legal requirements

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

-   Same as the Processor to the extent such information is provided to subprocessors for purposes of providing the services under the Agreement 

ANNEX D  INTERNATIONAL DATA TRANSFER ADDENDUM TO THE EU COMMISSION

STANDARD CONTRACTUAL CLAUSES 

PART 1: TABLES

Table 1: Parties

Table 2: Selected SCCs, Modules and Selected Clauses

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: Has the meaning given in Table 1.

Annex 1B: Description of Transfer: The transfer of personal data relating to Clients, please see the Exporter’s privacy policy at https://judge.me/privacy

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: Please see the Exporter’s GDPR compliance at https://judge.me/privacy and security measures policy at Annex E of the DPA.

Annex III: List of Sub processors (Modules 2 and 3 only): https://support.judge.me/support/solutions/articles/44002159312-judge-me-s-sub-processors-list

Table 4: Ending this Addendum when the Approved Addendum Changes

PART 2: MANDATORY CLAUSES 

Entering into this Addendum

1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

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

4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

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

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

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

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

Hierarchy

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

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

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

Incorporation of and changes to the EU SCCs

12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

a. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

c. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

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

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

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

a. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;

b. In Clause 2, delete the words:

“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;

c. Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

d. Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

e. Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

f. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

g. References to Regulation (EU) 2018/1725 are removed;

h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

i.  The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

j.  Clause 13(a) and Part C of Annex I are not used;

k. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

l.  In Clause 16(e), subsection (i) is replaced with:

 “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

m. Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

n. Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

o. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11. 

Amendments to this Addendum

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

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

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

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

b. reflects changes to UK Data Protection Laws;

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

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

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

b. its risk under the Addendum, 

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

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

ALTERNATIVE PART 2 MANDATORY CLAUSES:

ANNEX E  SECURITY MEASURES

This Security Addendum is incorporated into and made a part of the data processing agreement between Judge.me Limited (“Judge.me”) and Customer (“Agreement”).

Judge.me maintains a comprehensive documented security program that is based on industry standard security framework ISO 27001 (the “Security Program”). Pursuant to the Security Program, Judge.me implements and maintains administrative, physical, and technical security measures to protect the services provided by Judge.me and the security and confidentiality of Customer Personal Data (as defined in the Agreement) under Judge.me’s control that is processed by Judge.me in its provisioning of such services (the “Security Measures”). 

Judge.me’s compliance with this Addendum shall be deemed to satisfy any more general measures included within Judge.me’s terms of service. Judge.me regularly tests and evaluates its Security Program and may review and update this Security Addendum at any time without notice, provided that such updates are equivalent (or enhance) security and do not materially diminish the level of protection afforded to Customer Personal Data by these Security Measures.

1.  DEPLOYMENT MODEL

1.1.   Architecture. Judge.me is a software-as-a-service offering.

1.2.  Data Storage

1.2.1.   Customer Personal Data Storage Location

1.2.1.1. Most Customer Personal Data is stored in servers located within the US.

2. JUDGE.ME’ AUDITS & CERTIFICATIONS. 

Judge.me plans to use independent third-party auditors to assess the Judge.me Security Program, as described in the following audits, regulatory standards, and certifications:

2.1.  SOC 2 Type II

2.2. ISO 27001

2.3. GDPR

To the extent that Judge.me chooses not to continue adherence with one or more of the standards noted above, Judge.me will adopt or maintain an equivalent, industry-standard framework.

3.  ADMINISTRATIVE CONTROLS

3.1.   Governance. Judge.me’s CTO leads the Judge.me Security Program and develops, reviews, and approves (together with other relevant internal stakeholders) Judge.me’s security policies and procedures.

3.2.   Change Management. Judge.me maintains a documented change management policy, reviewed at least annually. 

3.3.   Policies and Procedures. Judge.me implements a formal Security Program in order to protect the confidentiality, integrity, authenticity, and availability of Judge.me's data and information systems, and to ensure the effectiveness of security controls over data and information systems that support operations.

3.4.   Monitoring & Logging. Judge.me employs monitoring and logging technology to help detect and prevent unauthorised access attempts to its network and equipment.

3.5.   Access Review. Active users with privileged access to Judge.me’s internal version of the platform are reviewed at least quarterly and are promptly removed upon termination of employment. As part of the personnel offboarding process, all accesses are revoked and data assets are securely wiped.

3.6.   Third Party Risk Management. Judge.me maintains a comprehensive third-party risk management program that assesses the security compliance of applicable third parties, including vendors and sub-processors, in order to appropriately measure and manage risk.

3.7.   Personnel Training. Personnel receive training on the Security Policies upon hire and refresher training annually. Personnel are required to certify and agree to the Security Policies and personnel who violate the Security Policies are subject to disciplinary action, including warnings, suspension and up to (and including) termination.

3.8.   Personnel Screening and Evaluation. All personnel undergo background checks prior to onboarding (as permitted by local law), which may include, but are not limited to, criminal record checks, employment history verification and education verification. Judge.me uses a third- party provider to conduct screenings, which vary by jurisdiction and comply with applicable local law. Personnel are required to sign confidentiality agreements. 

4.  PHYSICAL AND ENVIRONMENTAL CONTROLS

4.1.   Judge.me Corporate Offices. Judge.me has implemented administrative, physical, and technical safeguards for its software development and support centers. These include, but are not limited to, the below:

4.1.1.   Visitors are required to sign in and be escorted by Judge.me personnel while on premises.

4.1.2.  Physical entry points to office premises are recorded by CCTV and have an access card or biometric verification system at every door, allowing only authorized employees to enter the office premises.

4.1.3.   Equipment and other Judge.me-issued assets are inventoried and tracked.

4.1.4.   Office Wi-Fi networks are protected with encryption, and network access control

4.2.   Cloud Service Provider Data Centers. Judge.me regularly reviews cloud service provider audits conducted in compliance with ISO 27001 and SOC 2. Judge.me’s cloud providers follow top world-class security and reliability standards. 

5.  SYSTEMS & NETWORK SECURITY

5.1. Platform Controls

5.1.1.  Isolation. Judge.me leverages multiple layers of network security controls, including network-level isolation, for separation between the Judge.me’ development and production environments.

5.1.2.  Firewalls & Security Groups. Firewalls are implemented as network access control lists or security groups within Judge.me’s production environment.

5.1.3. Hardening

5.1.3.1. Judge.me employs industry standards to harden images and operating systems under its control that are deployed within the Platform Services, including deploying baseline images with hardened security configuration such as disabled remote root login, isolation of user code, and images are regularly updated and refreshed.

5.1.4. Encryption

5.1.4.1. Encryption of data-in-transit. Customer Personal Data is encrypted using cryptographically secure protocols in transit.

5.1.4.2. Encryption of data-at-rest. Customer Personal Data is encrypted using cryptographically secure protocols (AES-256 bit, or the equivalent or better) while at rest within the Judge.me system.

5.1.5. Monitoring & Logging

5.1.5.1. Intrusion Detection Systems. Judge.me leverages security capabilities provided natively by cloud service providers for security detection. 

5.1.5.2. Audit Logs.

5.1.5.2.1. Generation. Judge.me generates audit logs from Customer’s use of the services. The logs are designed to store information about material events within the platform.

5.1.5.2.2. Integrity. Judge.me stores audit logs in a manner designed to protect the audit logs from tampering.

5.1.5.2.3. Retention. Judge.me stores audit logs for at least one year.

5.1.6.  Vulnerability Management & Remediation. Judge.me regularly runs authenticated scans against representative hosts in the SDLC pipeline to identify vulnerabilities and emerging security threats that may impact the Platform Services. Judge.me will use commercially reasonable efforts to address “Critical” vulnerabilities within 180 days, measured from, with respect to publicly declared third party vulnerabilities, the date of availability of a compatible, vendor supplied patch, or for internal vulnerabilities, from the date such vulnerability is confirmed.

5.2. CORPORATE CONTROLS. 

5.2.1. Access Controls

5.2.1.1. Authentication. Judge.me personnel are authenticated through single sign-on (SSO), 802.1x (or similar) where applicable, and use a unique user ID and

password combination and multi-factor authentication. Privileges are consistent with least privilege principles. Security Policies prohibits personnel from sharing or reusing credentials, passwords, IDs, or other authentication information. If your identity provider supports the SAML 2.0 protocol, you can use Judge.me’ SSO to integrate with your identity provider.

5.2.1.2. Role-Based Access Controls (RBACs). Judge.me enforces RBACs (based on security groups and access control lists). Only authorized roles, which are defined based on the principle of least privilege and segregation of duties, are allowed to access production systems. 

5.2.2.  Workstation Controls: Judge.me enforces certain security controls on its workstations used by personnel, including:

5.2.2.1. Full-disk encryption

5.2.2.2. Anti-malware software

5.2.2.3. Automatic screen lock after 15 minutes of inactivity

5.2.2.4. Secure VPN 

6. BREACH DETECTION & RESPONSE 

6.1.   Detection & Investigation. Judge.me’ dedicated Detection engineering team deploys and develops intrusion detection monitoring across its computing resources, with alert notifications sent to the security incident response team (SIRT) for triage and response. The SIRT employs an incident response framework to manage and minimize the effects of unplanned security events. 

6.2.   Security Breaches. “Security Breach” means a breach of security leading to any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data under Judge.me control. A Security Breach shall not include an unsuccessful attempt or activity that does not compromise the security of Customer Personal Data, including (without limitation) pings and other broadcast attacks of firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents. Judge.me maintains a record of Security Breaches that includes description, dates and times of relevant activities, and disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed Security Breaches, Judge.me will take appropriate, reasonable steps to minimize product and Customer damage or unauthorized disclosure.

6.3.  Communications & Cooperation. In accordance with applicable data protection laws, Judge.me will notify Customer of a Security Breach for which that Customer is impacted without undue delay after becoming aware of the Security Breach, and take appropriate measures to address the Security Breach, including measures to mitigate any adverse effects resulting from the Security Breach.

7. BACKUPS, BUSINESS CONTINUITY, AND DISASTER RECOVERY 

7.1. Business Continuity and Disaster Recovery. Judge.me Business Continuity (BC) and Disaster Recovery (DR) plans are reviewed, and drills are conducted annually.

7.2. Data Resiliency. Judge.me performs backups for its platform, generally managed by the cloud service provider capabilities, for data resiliency purposes in the case of a critical systems failure.