March 15, 2022

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# Looker: EU Standard Contractual Clauses (Module 3:
Processor-to-Processor)

Last modified: March 15, 2022

This is not the current version of this document and is provided for archival
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Capitalized terms used but not defined in these Clauses (including the Appendix)
have the meanings given to them in the agreement into which these Clauses are
incorporated (the "Agreement"). If the Agreement authorizes the resale or supply of
Looker Services under a Google Cloud partner or reseller program, then all
references in these Clauses to: (a) Customer mean Partner, and (b) Customer Personal
Data mean Partner Personal Data.

**STANDARD CONTRACTUAL CLAUSES**

**SECTION I**

***Clause 1***

**Purpose and scope**

   - 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.

   - The Parties:

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

   - 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').

   - These Clauses apply with respect to the transfer of personal data as specified
in Annex I.B.

   - 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**

   - 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.

   - These Clauses are without prejudice to obligations to which the data exporter
is subject by virtue of Regulation (EU) 2016/679.

**Clause 3**

**Third-party beneficiaries**

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

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

   - Clause 8 – Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f)
and (g);

   - Clause 9 – Clause 9(a), (c), (d) and (e);

   - Clause 12 – Clause 12(a), (d) and (f);

   - Clause 13;

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

   - Clause 16(e);

   - Clause 18 – Clause 18(a) and (b);

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

**Clause 4 **

**Interpretation**

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

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

   - 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**

   - 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.

   - 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.

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

**SECTION II – OBLIGATIONS OF THE PARTIES**

**Clause 8**

**Data protection safeguards**

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

**8.1 Instructions**

   - 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.

   - 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.

   - 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.

   - 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
(5).

**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
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**

   - 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.

   - 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.

   - 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.

   - 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 Union
(6)
(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:

   - 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;

   - the third party otherwise ensures appropriate safeguards pursuant to Articles
46 or 47 of Regulation (EU) 2016/679;

   - 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

   - 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**

   - 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.

   - 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.

   - 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.

   - 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.

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

   - 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.

   - The Parties shall make the information referred to in paragraphs (b) and (c),
including the results of any audits, available to the competent supervisory
authority on request.

**Clause 9**

**Use of sub-processors**

   - 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 30 days in advance, thereby
giving the controller 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
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).

   - 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.

   - 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.

   - 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.

   - 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 subprocessor contract and to instruct the sub-processor to
erase or return the personal data.

**Clause 10**

**Data subject rights**

   - 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.

   - 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.

   - 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.

**Clause 11 **

**Redress**

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

   - 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.

   - 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:

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 Clause13;

   - refer the dispute to the competent courts within the meaning of Clause 18.

   - 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.

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

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

**Clause 12**

**Liability**

   - 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.

   - 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.

   - 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.

   - 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.

   - 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.

   - 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.

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

**Clause 13 **

**Supervision**

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.

   - 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**

   - 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.

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

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;

   - the laws and practices of the third country of destination– including those
requiring the disclosure of data to public authorities or authorising access
by such authorities –relevant in light of the specific circumstances of the
transfer, and the applicable limitations and safeguards
(12);

   - 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.

   - 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.

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

   - 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). The data exporter shall forward the notification to the controller.

   - 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, 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 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, Clause16(d) and (e) shall apply.

**Clause 15**

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

**15.1 **

**Notification**

   - 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:

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

   - 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.The data exporter shall forward the notification to
the controller.

   - 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.

   - 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.). The data exporter shall forward the information to the
controller.

   - 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.

   - 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**

   - 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).

   - 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.
The data exporter shall make the assessment available to the controller.

   - 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**

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

   - 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).

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

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;

   - the data importer is in substantial or persistent breach of these Clauses;
or

   - 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 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.

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

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

**Clause 17**

**Governing law**

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

**Clause 18 **

**Choice of forum and jurisdiction**

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

   - The Parties agree that those shall be the courts of Ireland (specify Member
State).

   - 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.

   - The Parties agree to submit themselves to the jurisdiction of such courts

(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, 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 2021/915.

(2) Not applicable

(3) Not applicable

(4) Not applicable

(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.

(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.

(7) Not applicable

(8)
Not applicable

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

(10)
Not applicable

(11)
Not applicable

(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.

**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 be 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):**

For each data exporter below: Contact person's name, position and contact details:
The data exporter can be contacted via the address specified below. The data
exporter's data protection team can be contacted as described at

https://support.google.com/cloud/contact/dpo
(and/or via such other means as the data exporter may provide from time to time).
Activities relevant to the data transferred under these Clauses: The data exporter
enters into contracts with customers and resellers to provide software and/or
services as a data processor (**"Cloud Agreements"**). These cloud
services consist of Looker Services as described in those Cloud Agreements, which is
consistent with the definition of "Services" set forth at the following URL:

https://cloud.google.com/terms/looker/legal/msa.
The data exporter engages the data importer as a further processor in accordance
with each Cloud Agreement.

Signature and date: The parties agree that accession to the Intra-Group Data
Processing Agreement by the data exporter shall constitute execution of these
Clauses by both parties (a) as of 27 September 2021, where the accession date of the
data exporter is on or before 27 September 2021, or (b) otherwise, as of the
accession date of the data exporter.

Role (controller/processor): processor

Name: Google Cloud Canada Corporation

Address: 1741 Lower Water Street, Suite 600, Halifax, NS, B3J 0J2, Canada

Name: Google Cloud EMEA Limited

Address: 70 Sir John Rogerson's Quay, Dublin 2, Ireland

Name: Google Cloud Italy S.r.l.

Address: Via Federico Confalonieri 4, 20124, Milan, Italy

Name: Google Cloud Japan G. K.

Address: Roppongi Hills Mori Tower, 10-1, Roppongi 6-chome, Minato-ku, Tokyo,
106-6126, Japan

Name: Google Cloud Poland Sp. z o.o.

Address: ul. Emilii Plater no. 53, Warsaw, 00-113, Poland

Name: Google Ireland Limited

Address: Gordon House, Barrow Street, Dublin 4, Ireland

Name: Google New Zealand Limited

Address: Level 27, Lumley Centre, 88 Shortland Street, Auckland, New Zealand

Name: Google Cloud France SARL

Address: 8 Rue de Londres, Paris 75009, France

**Data importer(s):**

1. Name: Google LLC

Address: 1600 Amphitheatre Pkwy, Mountain View, California, 94043, USA

Contact person's name, position and contact details: The data importer can be
contacted via the address specified above. The data importer's data protection team
can be contacted as described at

https://support.google.com/cloud/contact/dpo
(and/or via such other means as the data importer may provide from time to time).

Activities relevant to the data transferred under these Clauses: The data exporter
engages the data importer as a further processor in connection with each Cloud
Agreement.

Signature and date: The parties agree that accession to the Intra-Group Data
Processing Agreement by the data exporter shall constitute execution of these
Clauses by both parties (a) as of 27 September 2021, where the accession date of the
data exporter is on or before 27 September 2021, or (b) otherwise, as of the
accession date of the data exporter.

Role (controller/processor): processor

**B. DESCRIPTION OF TRANSFER**

**MODULE ONE: Transfer controller to controller**

**MODULE TWO: Transfer controller to processor**

**MODULE THREE: Transfer processor to processor**

**MODULE FOUR: Transfer processor to controller**

*Categories of data subjects whose personal data is transferred*

Data subjects include the individuals about whom data is provided to the data
exporter via the applicable cloud services pursuant to each Cloud Agreement. These
individuals may include, for example: employees, other staff such as contractors and
temporary workers, customers and clients (including their staff), other end users,
suppliers (including their staff), relatives and associates of the above, advisers,
consultants and other professional experts, shareholders,members or supporters,
and students and pupils.

*Categories of personal data transferred*

Personal data relating to individuals provided to the data exporter as data
processor pursuant to each Cloud Agreement (**"Cloud Personal Data"**).
This data may include, for example:

   - Personal details, including any information that identifies the data subject and
their personal characteristics, including: name, address, contact details, age, date
of birth, sex, and physical description.

   - Employment details, including information relating to the employment of the data
subject,including employment and career history, recruitment and termination
details, attendance records, performance appraisals, training records, and security
records.

   - Financial details, including information relating to the financial affairs of the
data subject, including income, salary, assets and investments, payments,
creditworthiness, loans, benefits, grants, insurance details, and pension
information.

   - Education and training details, including information which relates to the
education and any professional training of the data subject, including academic
records, qualifications, skills, training records, professional expertise, student
and pupil records.

   - Personal details issued as an identifier by a public authority, including
passport details, national insurance numbers, identity card numbers, driving licence
details.

   - Family, lifestyle and social circumstances, including any information relating to
the family of the data subject and the data subject's lifestyle and social
circumstances, including details of family and other household members, habits,
housing, travel details, leisure activities, and membership of charitable or
voluntary organisations.

*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.*

**Cloud Personal Data may include special categories of personal data (as
defined in the GDPR).This may include, for example: personal data revealing racial
or ethnic origin, political opinions, religious or philosophical beliefs, or trade
union membership, and the processing of genetic data, biometric data for the purpose
of uniquely identifying a natural person, data concerning health or data concerning
a natural person's sex life or sexual orientation. **

**The restrictions and safeguards specified in Annex II apply to these
categories of personal data (if any).**

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

**Cloud Personal Data for each Cloud Agreement may be transferred to the data
importer on a continuous basis until the data importer deletes it in accordance with
the terms of the Intra-Group Data Processing Agreement to enable the data exporter
to fulfil its obligations pursuant to each Cloud Agreement.**

*Nature of the processing*

**The data importer will process Cloud Personal Data to enable the data
exporter to fulfil its obligations under each Cloud Agreement.**

*Purpose(s) of the data transfer and further processing*

**The data importer will process Cloud Personal Data to enable the data
exporter to fulfil its obligations under each Cloud Agreement.**

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

**The data importer will retain Cloud Personal Data in accordance with the
terms of the Intra-Group Data Processing Agreement to enable the data exporter to
fulfil its obligations under each Cloud Agreement**.

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

**C. COMPETENT SUPERVISORY AUTHORITY**

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

Data Protection Commission, Ireland

**ANNEX II**

**TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA**

The data importer will implement and maintain security standards at least as
protective as those set out in Appendix 2 to the Data Processing and Security Terms
(Customers) (available at:

https://cloud.google.com/terms/looker/dpst),
Data Processing and SecurityTerms (Partners) (available
at:
https://cloud.google.com/terms/looker/legal/partners/partner-dpst),
which form part of the data exporter's Cloud Agreements (**"Cloud Data Processing
Terms"**).

The technical and organisational measures to be taken by Sub Processors are at
least as protective as those described in the "Subprocessor Security" section of
that Appendix.

The technical and organisational measures taken by the data importer to 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 are equivalent to
those described in Sections 8 (Impact Assessments and Consultations) and 9 (Access;
Data Subject Rights; Data Export) of the Cloud Data Processing Terms.

**ANNEX III**

**LIST OF SUB-PROCESSORS**

The controller has authorised the use of the sub-processors detailed at the
following links:

(1)
https://looker.com/trust-center/privacy/google-cma-subprocessors

(2)
https://cloud.google.com/terms/subprocessors

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