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# SecOps Services: EU
Standard Contractual Clauses (Module 3:
Processor-to-Processor, Google Exporter)

Last modified: March 30, 2023

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**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.

***Clause 3***

**Third-party beneficiaries**

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

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

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

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

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

(v) Clause 13;

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

(vii) Clause 16(e);

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

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

***Clause 4***

**Interpretation**

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

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

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

***Clause 5***

**Hierarchy**

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

***Clause 6***

**Description of the transfer(s)**

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

***Clause 7 – Optional***

**Docking clause**

(a) An entity that is not a Party to these Clauses may,
with the agreement of the Parties, accede to these Clauses
at any time, either as a data exporter or as a data
importer, by completing the Appendix and signing Annex
I.A.

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

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

**SECTION II – OBLIGATIONS OF THE PARTIES**

***Clause 8***

**Data protection safeguards**

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

**8.1   Instructions**

(a) The data exporter 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.

(b) 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.

(c) 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.

(d) 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**

(a) The data importer and, during transmission, also the
data exporter shall implement appropriate technical and
organisational measures to ensure the security of the
data, including protection against a breach of security
leading to accidental or unlawful destruction, loss,
alteration, unauthorised disclosure or access to that data
(hereinafter ‘personal data breach’). In assessing the
appropriate level of security, 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.

(b) 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.

(c) In the event of a personal data breach concerning
personal data processed by the data importer under these
Clauses, the data importer shall take appropriate measures
to address the breach, including measures to mitigate its
adverse effects. The data importer shall also notify,
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.

(d) The data importer shall cooperate with and assist the
data exporter to enable the data exporter to comply with
its obligations under Regulation (EU) 2016/679, in
particular to notify 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:

(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**

(a) 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.

(b) The Parties shall be able to demonstrate compliance
with these Clauses. In particular, the data importer shall
keep appropriate documentation on the processing
activities carried out on behalf of the controller.

(c) 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.

(d) 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.

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

(f) 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.

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

***Clause 9***

**Use of sub-processors**

(a) The data importer has the 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).

(b) 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.

(c) 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.

(d) The data importer shall remain fully responsible to
the data exporter for the performance of the
sub-processor’s obligations under its contract with the
data importer. The data importer shall notify the data
exporter of any failure by the sub-processor to fulfil its
obligations under that contract.

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

***Clause 10***

**Data subject rights**

(a) The data importer shall promptly notify the data
exporter 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.

(b) 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.

(c) 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**

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

(b) In case of a dispute between a data subject and one
of the Parties as regards compliance with these Clauses,
that Party shall use its best efforts to resolve the issue
amicably in a timely fashion. The Parties shall keep each
other informed about such disputes and, where appropriate,
cooperate in resolving them.

(c) Where the data subject invokes a third-party
beneficiary right pursuant to Clause 3, the data importer
shall accept the decision of the data subject to:

(i) lodge a complaint with
the supervisory authority in the Member State of his/her
habitual residence or place of work, or the competent
supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the
competent courts within the meaning of Clause 18.

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

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

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

***Clause 12***

**Liability**

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

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

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

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

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

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

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

***Clause 13***

**Supervision**

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

Where the data exporter is not established in an EU
Member State, but falls within the territorial scope of
application of Regulation (EU) 2016/679 in accordance with
its Article 3(2) and has appointed a representative
pursuant to Article 27(1) of Regulation (EU) 2016/679: The
supervisory authority of the Member State in which the
representative within the meaning of Article 27(1) of
Regulation (EU) 2016/679 is established, as indicated in
Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU
Member State, but falls within the territorial scope of
application of Regulation (EU) 2016/679 in accordance with
its Article 3(2) without however having to appoint a
representative pursuant to Article 27(2) of Regulation
(EU) 2016/679: The supervisory authority of one of the
Member States in which the data subjects whose personal
data is transferred under these Clauses in relation to the
offering of goods or services to them, or whose behaviour
is monitored, are located, as indicated in Annex I.C,
shall act as competent supervisory authority.

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

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

***Clause 14***

**Local laws and practices affecting compliance with the Clauses**

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

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

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

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

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

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

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

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

(f) Following a notification pursuant to paragraph (e),
or if the data exporter otherwise has reason to believe
that the data importer can no longer fulfil its
obligations under these Clauses, the data exporter shall
promptly identify appropriate measures (e.g. technical or
organisational measures to ensure security and
confidentiality) to be adopted by the data exporter and/or
data importer to address the situation , 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, Clause
16(d) and (e) shall apply.

***Clause 15***

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

**15.1   Notification**

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

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

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

The data exporter shall forward the notification to the
controller.

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

(c) Where permissible under the laws of the country of
destination, the data importer agrees to provide the data
exporter, at regular intervals for the duration of the
contract, with as much relevant information as possible on
the requests received (in particular, number of requests,
type of data requested, requesting authority/ies, whether
requests have been challenged and the outcome of such
challenges, etc.). The data exporter shall forward the
information to the controller.

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

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

**15.2   Review of legality and data minimisation**

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

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

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

**SECTION IV – FINAL PROVISIONS**

***Clause 16***

**Non-compliance with the Clauses and termination**

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

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

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

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

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

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

In these cases, it shall inform the competent supervisory
authority 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.

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

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

***Clause 17***

**Governing law**

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

***Clause 18***

**Choice of forum and jurisdiction**

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

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

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

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

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 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
or via such other means as the data exporter may specify
from time to time.

Activities relevant to the
data transferred under these Clauses: The data exporter
commits under contracts entered with customers and
resellers (“Cloud Agreements”) to provide, as a data
processor, the following services if ordered by customers
and resellers:

https://cloud.google.com/terms/secops/services.

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

1. Name: Google Cloud Canada Corporation

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

2. Name: Google Cloud EMEA Limited

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

3. Name: Google Cloud France SARL

Address: 8 Rue de Londres, Paris 75009, France

4. Name: Google Cloud Italy S.r.l.

Address: Via Federico Confalonieri 4, Milan 20124, Italy

5. Name: Google Cloud Japan G. K.

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

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

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

7. Name: Google New Zealand Limited

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

**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://cloud.google.com/terms/secops/tssg
or via such other means as the data importer may specify
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**

*Categories of data subjects whose personal data is transferred*

Data subjects are the individuals whose personal data is
processed by the data exporter under the instructions of
customers and resellers as specified in each of the Cloud
Agreement (“Transferred Personal Data”). 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*

Transferred Personal 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.*

Transferred 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).*

Transferred 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 Transferred 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 Transferred 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 Transferred 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/secops/data-processing-terms,
or Data Processing and Security Terms (Partners)
(available at:

https://cloud.google.com/terms/secops/data-processing-terms/partner,
as applicable, 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 to be 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 7 (Impact Assessments and Consultations) and 8
(Access etc.; Data Subject Rights) of the Cloud Data
Processing Terms.

ANNEX III

**LIST OF SUB-PROCESSORS**

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

https://cloud.google.com/terms/subprocessors

and

https://cloud.google.com/terms/secops/subprocessors.

ANNEX IV

**SUPPLEMENTARY TERMS FOR SWISS FDPA TRANSFERS ONLY**

The following terms supplement the Clauses only if and to
the extent the Clauses apply with respect to data
transfers subject to the Federal Data Protection Act of 19
June 1992 (Switzerland):

   - The term ’Member State’ will be interpreted in such a
way as to allow data subjects in Switzerland to exercise
their rights under the Clauses in their place of
habitual residence (Switzerland) in accordance with
Clause 18(c) of the Clauses.

   - If the relevant data transfers are exclusively subject
to the Federal Data Protection Act of 19 June 1992
(Switzerland), the competent supervisory authority/ies
for purposes of Annex I.C (Competent Supervisory
Authority) of the Clauses will be the Federal Data
Protection and Information Commissioner in Switzerland
(or its replacement or successor).

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