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# Google Cloud Platform,
Workspace, Cloud Identity & Implementation Services:
EU Standard Contractual Clauses (Module 2: Controller-to-
Processor)

Last modified: September 20, 2022

This is not the current version of this document
and is provided for archival purposes.
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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 relates
to the resale or supply of Google Cloud Platform under a
Google Cloud partner or reseller program, then all
references in these Clauses to Customer mean Partner.

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(b), 8.9(a), (c), (d) and (e);

(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 – Not used ***

**SECTION II – OBLIGATIONS OF THE PARTIES **

***Clause 8 ***

**Data protection safeguards **

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

**8.1 Instructions **

(a) The data importer shall process the personal data
only on documented instructions from the data exporter.
The data exporter may give such instructions throughout
the duration of the contract.

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

**8.2 Purpose limitation**

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

**8.3 Transparency **

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

**8.4 Accuracy **

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

**8.5 Duration of processing and erasure or return of data **

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

**8.6 Security of processing**

(a) The data importer and, during transmission, also the
data exporter shall implement appropriate technical and
organisational measures to ensure the security of the
data, including protection against a breach of security
leading to accidental or unlawful destruction, loss,
alteration, unauthorised disclosure or access to that data
(hereinafter ‘personal data breach’). In assessing the
appropriate level of security, the Parties shall take due
account of the state of the art, the costs of
implementation, the nature, scope, context and purpose(s)
of processing and the risks involved in the processing for
the data subjects. The Parties shall in particular
consider having recourse to encryption or
pseudonymisation, including during transmission, where the
purpose of processing can be fulfilled in that manner. In
case of pseudonymisation, the additional information for
attributing the personal data to a specific data subject
shall, where possible, remain under the exclusive control
of the data exporter. In complying with its obligations
under this paragraph, the data importer shall at least
implement the technical and organisational measures
specified in Annex II. The data importer shall carry out
regular checks to ensure that these measures continue to
provide an appropriate level of security.

(b) The data importer shall grant access to the personal
data to members of its personnel only to the extent
strictly necessary for the implementation, management and
monitoring of the contract. It shall ensure that persons
authorised to process the personal data have committed
themselves to confidentiality or are under an appropriate
statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning
personal data processed by the data importer under these
Clauses, the data importer shall take appropriate measures
to address the breach, including measures to mitigate its
adverse effects. The data importer shall also notify the
data exporter without undue delay after having become
aware of the breach. Such notification shall contain the
details of a contact point where more information can be
obtained, a description of the nature of the breach
(including, where possible, categories and approximate
number of data subjects and personal data records
concerned), its likely consequences and the measures taken
or proposed to address the breach including, where
appropriate, measures to mitigate its possible adverse
effects. Where, and in so far as, it is not possible to
provide all information at the same time, the initial
notification shall contain the information then available
and further information shall, as it becomes available,
subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the
data exporter to enable the data exporter to comply with
its obligations under Regulation (EU) 2016/679, in
particular to notify the competent supervisory authority
and the affected data subjects, taking into account the
nature of processing and the information available to the
data importer.

**8.7 Sensitive data **

Where the transfer involves personal data revealing
racial or ethnic origin, political opinions, religious or
philosophical beliefs, or trade union membership, genetic
data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a
person’s sex life or sexual orientation, or data relating
to criminal convictions and offences (hereinafter
‘sensitive data’), the data importer shall apply the
specific restrictions and/or additional safeguards
described in Annex I.B.

**8.8 Onward transfers **

The data importer shall only disclose the personal data
to a third party on documented instructions from the data
exporter. In addition, the data may only be disclosed to a
third party located outside the European Union
(4)
(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 benefiting from an adequacy decision pursuant to
Article 45 of Regulation (EU) 2016/679 that covers the
onward transfer;

(ii) the third party
otherwise ensures appropriate safeguards pursuant to
Articles 46 or 47 Regulation of (EU) 2016/679 with respect
to the processing in question;

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

(iv) the onward transfer is
necessary in order to protect the vital interests of the
data subject or of another natural person.

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

**8.9 Documentation and compliance**

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

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

(c) The data importer shall make available to the data
exporter all information necessary to demonstrate
compliance with the obligations set out in these Clauses
and at the data exporter’s request, allow for and
contribute to audits of the processing activities covered
by these Clauses, at reasonable intervals or if there are
indications of non-compliance. In deciding on a review or
audit, the data exporter may take into account relevant
certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by
itself or mandate an independent auditor. Audits may
include inspections at the premises or physical facilities
of the data importer and shall, where appropriate, be
carried out with reasonable notice.

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

***Clause 9 ***

**Use of sub-processors **

(a) The data importer has the data exporter’s general
authorisation for the engagement of sub-processor(s) from
an agreed list. The data importer shall specifically
inform the data exporter in writing of any intended
changes to that list through the addition or replacement
of sub-processors at least 30 days in advance, thereby
giving the data exporter sufficient time to be able to
object to such changes prior to the engagement of the
sub-processor(s). The data importer shall provide the data
exporter with the information necessary to enable the data
exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to
carry out specific processing activities (on behalf of the
data exporter), it shall do so by way of a written
contract that provides for, in substance, the same data
protection obligations as those binding the data importer
under these Clauses, including in terms of third-party
beneficiary rights for data subjects.
(8)
The Parties agree that, by complying with this Clause, the
data importer fulfils its obligations under Clause 8.8.
The data importer shall ensure that the sub-processor
complies with the obligations to which the data importer
is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data
exporter’s request, a copy of such a sub-processor
agreement and any subsequent amendments to the data
exporter. To the extent necessary to protect business
secrets or other confidential information, including
personal data, the data importer may redact the text of
the agreement prior to sharing a copy.

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

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

***Clause 10 ***

**Data subject rights **

(a) The data importer shall promptly notify the data
exporter of any request it has received from a data
subject. It shall not respond to that request itself
unless it has been authorised to do so by the data
exporter.

(b) The data importer shall assist the data exporter in
fulfilling its obligations to respond to data subjects’
requests for the exercise of their rights under Regulation
(EU) 2016/679. In this regard, the Parties shall set out
in Annex II the appropriate technical and organisational
measures, taking into account the nature of the
processing, by which the assistance shall be provided, as
well as the scope and the extent of the assistance
required.

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

***Clause 11 ***

**Redress **

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

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

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

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

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

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

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

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

***Clause 12 ***

**Liability **

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

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

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

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

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

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

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

***Clause 13 ***

**Supervision **

(a) Where the data exporter is 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).

(f) Following a notification pursuant to paragraph (e),
or if the data exporter otherwise has reason to believe
that the data importer can no longer fulfil its
obligations under these Clauses, the data exporter shall
promptly identify appropriate measures (e.g. technical or
organisational measures to ensure security and
confidentiality) to be adopted by the data exporter and/or
data importer to address the situation. The data exporter
shall suspend the data transfer if it considers that no
appropriate safeguards for such transfer can be ensured,
or if instructed by the competent supervisory authority to
do so. In this case, the data exporter shall be entitled
to terminate the contract, insofar as it concerns the
processing of personal data under these Clauses. If the
contract involves more than two Parties, the data exporter
may exercise this right to termination only with respect
to the relevant Party, unless the Parties have agreed
otherwise. Where the contract is terminated pursuant to
this Clause, Clause 16(d) and (e) shall apply.

***Clause 15 ***

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

**15.1 Notification**

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

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

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

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

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

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

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

**15.2 Review of legality and data minimisation**

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

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

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

**SECTION IV – FINAL PROVISIONS**

***Clause 16 ***

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

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

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

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

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

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

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

In these cases, it shall inform the competent supervisory
authority of such non-compliance. Where the contract
involves more than two Parties, the data exporter may
exercise this right to termination only with respect to
the relevant Party, unless the Parties have agreed
otherwise.

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

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

***Clause 17 ***

**Governing law**

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

***Clause 18 ***

**Choice of forum and jurisdiction **

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

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

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

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

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

(5)
Not applicable

(6)
Not applicable

(7)
Not applicable

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

(9)
Not applicable

(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): **

Name: Customer

Address: As specified in the Agreement.

Contact person’s name, position and contact details:
Contact details for the data exporter are specified in the
Agreement. Details about the data exporter’s data
protection officer are available to the data importer in
the Admin Console for Google Cloud Platform, Google
Workspace or Cloud Identity (where such details have been
provided by the data exporter).

Activities relevant to the data transferred under these
Clauses: The data importer provides the Services to the
data exporter in accordance with the Agreement. Those
Services may include advisory, consulting or
implementation services if ordered by the data exporter
from the data importer in relation to Google Cloud
Platform, Google Workspace or Cloud Identity
(“Implementation Services”).

Signature and date: The parties agree that execution of
the Agreement and certification by the data exporter in
relation to Google Cloud Platform, Google Workspace or
Cloud Identity under Section 10.3 of the Cloud Data
Processing Addendum (Customers) at
https://cloud.google.com/terms/data-processing-addendum
(“CDPA (Customers)”) or the Cloud Data Processing Addendum
(Partners) at
https://cloud.google.com/terms/partners-data-processing-addendum
(“CDPA (Partners)”), as applicable, shall constitute
execution of these Clauses by both parties.

Role (controller/processor): controller

**Data importer(s): **

Name: Google

Address: As specified in the Agreement.

Contact person’s name, position and contact details:
Contact details for the data importer are specified in the
Agreement. The data importer’s data protection team can be
contacted as described in the CDPA (Customers) or the CDPA
(Partners), as applicable.

Activities relevant to the data transferred under these
Clauses: The data importer provides the Services,
including any applicable Implementation Services, to the
data exporter in accordance with the Agreement.

Signature and date: The parties agree that execution of
the Agreement and certification by the data exporter in
relation to Google Cloud Platform, Google Workspace or
Cloud Identity under Section 10.3 of the CDPA (Customers)
or CDPA (Partners), as applicable, shall constitute
execution of these Clauses by both parties.

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 importer under the data exporter’s
instructions as specified in the 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, credit
worthiness, 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 may be transferred on a
continuous basis until it is deleted in accordance with
the terms of the CDPA (Customers) or CDPA (Partners), as
applicable.

*Nature of the processing *

The data importer will process Transferred Personal Data
to provide, secure and monitor the Services and any
applicable TSS in accordance with the Agreement.

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

The data importer will process Transferred Personal Data
to provide, secure and monitor the Services and any
applicable TSS in accordance with the 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
until its deletion in accordance with the provisions of
the CDPA (Customers) or CDPA  (Partners), as
applicable.

*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 *

The authority identified by the data exporter as its
competent supervisory via the Admin Console for Google
Cloud Platform, Google Workspace or Cloud Identity.

**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 of the CDPA (Customers), CDPA (Partners), or a
Data Processing Addendum for any Implementation Services,
as applicable.

The technical and organisational measures to be taken by
sub-processors are 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 set out in Sections 8 (Impact
Assessments and Consultations) and 9 (Access etc.; Data
Subject Rights; Data Export) of the CDPA (Customers) or
CDPA (Partners), as applicable.

**ANNEX II********I******

**LIST OF SUB-PROCESSORS **

The controller has authorised the use of the following
sub-processors (as applicable):

For Google Cloud Platform Services: the sub-processors at
https://cloud.google.com/terms/subprocessors

For Google Workspace and Cloud Identity Services: the
sub-processors at
https://workspace.google.com/intl/en/terms/subprocessors.html

For Implementation Services: (a) those entities listed as
subcontractors in an applicable Order Form, Statement of
Work, or other confirmation provided to Customer before
commencement of the Services; and (b) any other entity
whose engagement as a sub-processor has been authorised by
Customer in accordance with the Agreement.

**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).

**ANNEX V**

**SUPPLEMENTARY TERMS FOR UK GDPR TRANSFERS ONLY**

The following United Kingdom International Data Transfer
Addendum to the European Commission Standard Contractual
Clauses supplements the Clauses only if and to the extent
the Clauses apply with respect to data transfers subject
to the UK GDPR.

**International Data Transfer Addendum to the EU Commission Standard Contractual Clauses**

**VERSION B1.0, in force 21 March 2022**

This Addendum has been issued by the Information
Commissioner for Parties making Restricted Transfers. The
Information Commissioner considers that it provides
Appropriate Safeguards for Restricted Transfers when it is
entered into as a legally binding contract.

Part 1: Tables

**Table 1: Parties**

Start date

(a) 21 September 2022, where the effective date
of the Agreement is before 21 September 2022;
or

(b) otherwise, on the effective date of the
Agreement.

The Parties

Exporter (who sends the Restricted Transfer)

Importer (who receives the Restricted Transfer)

Parties’ details

Full legal name: Customer

Trading name (if different): As specified in the
Agreement.

Main address (if a company registered address):
As specified in the Agreement.

Official registration number (if any) (company
number or similar identifier): As specified in the
Agreement.

Full legal name: Google

Trading name (if different): As specified in the
Agreement.

Main address (if a company registered address):
As specified in the Agreement.

Official registration number (if any) (company
number or similar identifier): As specified in the
Agreement.

Key Contact

Contact details for the data exporter are
specified in the Agreement. Details about the data
exporter’s data protection officer are available
to the data importer in the Admin Console for
Google Cloud Platform, Google Workspace or Cloud
Identity (where such details have been provided by
the data exporter).

Contact details for the data importer are
specified in the Agreement. The data importer’s
data protection team can be contacted as described
in the CDPA (Customers) or the CDPA (Partners), as
applicable.​​

Signature (if required for the purposes of
Section ‎2)

The Parties agree that execution of the Agreement
and certification by the data exporter in relation
to Google Cloud Platform, Google Workspace or
Cloud Identity under Section 10.3 of the Cloud
Data Processing Addendum (Customers) or the Cloud
Data Processing Addendum (Partners), as
applicable, shall constitute execution of this
Addendum by both Parties.

The Parties agree that execution of the Agreement
and certification by the data exporter in relation
to Google Cloud Platform, Google Workspace or
Cloud Identity under Section 10.3 of the
CDPA  (Customers) or the CDPA (Partners), as
applicable, shall constitute execution of this
Addendum by both parties.

**Table 2: Selected SCCs, Modules and Selected Clauses**

Addendum EU SCCs

The version of the Approved EU SCCs which this
Addendum is appended to, detailed below, including
the Appendix Information:

Date: 4 June 2021

Reference (if any): Module 2:
Controller-to-Processor

Other identifier (if any): N/A

**Table 3: Appendix Information**

“*Appendix Information*” means the information which
must be provided for the selected modules as set out in
the Appendix of the Approved EU SCCs (other than the
Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: Annex I(A)

Annex 1B: Description of Transfer: Annex I(B)

Annex II: Technical and organisational measures
including technical and organisational measures to
ensure the security of the data: Annex II

Annex III: List of Sub processors (Modules 2 and
3 only): Annex III

**Table 4: Ending this Addendum when the Approved Addendum Changes**

Ending this Addendum when the Approved Addendum
changes

Which Parties may end this Addendum as set out in
Section ‎19:

✔ Importer

✔ Exporter

☐ neither Party

Part 2: Mandatory Clauses

Mandatory Clauses

Part 2: Mandatory Clauses of the Approved
Addendum, being the template Addendum B.1.0 issued
by the ICO and laid before Parliament in
accordance with s119A of the Data Protection Act
2018 on 2 February 2022, as it is revised under
Section ‎‎18 of those Mandatory Clauses.

Part 3:  Supplementary Clauses

Supplementary Clauses

Part 3: Supplementary Clauses of the Approved
Addendum, being the following:

The data importer may not end this Addendum as
set out in Section 19 of the Mandatory Clauses
unless the data importer has adopted an
Alternative Transfer Solution for the Restricted
Transfers by the end date.  An “Alternative
Transfer Solution” for this purpose means a
solution, other than Standard Contractual Clauses,
that enables the lawful transfer of personal data
to a third country in accordance with Chapter V of
the UK GDPR.

Any written notice provided by the data exporter
pursuant to  Section 19 of the Mandatory
Clauses in order to end this Addendum will be
deemed to terminate the Agreement for
convenience.

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