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# Google Cloud Platform,
Workspace & Cloud Identity: EU Standard Contractual
Clauses (Module 4: Processor-to-Controller)

Last modified: September 24, 2021

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 authorizes the resale or
supply of Google Cloud Platform under a Google Cloud partner
or reseller program, then all references in these Clauses
to: (a) Customer mean Partner, and (b) Customer Personal
Data mean Partner Personal Data.

#### STANDARD CONTRACTUAL CLAUSES

**SECTION I **

***Clause 1 ***

**Purpose and scope **

(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.

**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) and
Clause 8.3(b);

(iii) Clause 9 – Not
applicable;

(iv) Clause 12 – Not
applicable;

(v) Clause 13 - Not
applicable;

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

(vii) Clause 16(e);

(viii) Clause 18.

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

***Clause 4 ***

**Interpretation **

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

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

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

***Clause 5 ***

**Hierarchy **

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

***Clause 6 ***

**Description of the transfer(s) **

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

***Clause 7 – 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 exporter shall process the personal data only on
documented instructions from the data importer acting as its
controller.

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

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

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

**8.2 Security of processing **

(a) The Parties shall implement appropriate technical and
organisational measures to ensure the security of the data,
including during transmission, and protection against a breach
of security leading to accidental or unlawful destruction, loss,
alteration, unauthorised disclosure or access (hereinafter
‘personal data breach’). In assessing the appropriate level of
security, they shall take due account of the state of the art,
the costs of implementation, the nature of the personal data
(7),
the nature, scope, context and purpose(s) of processing and the
risks involved in the processing for the data subjects, and in
particular consider having recourse to encryption or
pseudonymisation, including during transmission, where the
purpose of processing can be fulfilled in that manner.

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

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

**8.3 Documentation and compliance **

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

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

***Clause 9 - Not applicable ***

***Clause 10 ***

**Data subject rights **

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

***Clause 11 ***

**Redress **

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

***Clause 12 ***

**Liability **

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

(b) Each Party shall be liable to the data subject, and the
data subject shall be entitled to receive compensation, for any
material or non-material damages that the Party causes the data
subject by breaching the third-party beneficiary rights under
these Clauses. This is without prejudice to the liability of the
data exporter under Regulation (EU) 2016/679.

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

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

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

***Clause 13 - Not applicable***

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

***Clause 14 ***

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

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

(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 **

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

**15.1 Notification **

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

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

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

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

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

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

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

**15.2 Review of legality and data minimisation **

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

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

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

#### SECTION IV – FINAL PROVISIONS

***Clause 16 ***

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

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

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

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

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

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

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

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

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

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

***Clause 17 ***

**Governing law **

These Clauses shall be governed by the law of a country
allowing for third-party beneficiary rights. The Parties agree
that this shall be the law of Ireland
(*specify country*).

***Clause 18 ***

**Choice of forum and jurisdiction **

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

(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)
Not applicable

(6)
Not applicable

(7)
This includes whether the transfer and further processing
involves personal data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade
union membership, genetic data or biometric data for the purpose
of uniquely identifying a natural person, data concerning health
or a person’s sex life or sexual orientation, or data relating
to criminal convictions or offences.

(8)
Not applicable

(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: Google

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.
The data exporter’s data protection team can be contacted as
described in the Data Processing and Security Terms or Data
Processing Amendment (as applicable).

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

Signature and date: The parties agree that execution of the
Agreement by the data importer and the data exporter shall
constitute execution of these Clauses by both parties (a) as of
27 September 2021, where the Effective Date is on or before 27
September 2021, or (b) otherwise, as of the Effective
Date.

Role (controller/processor): processor

**Data importer(s): **

Name: Customer

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.
Details about the data importer’s data protection officer are
available to the data exporter in the Admin Console (where such
details have been provided by the data importer).

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

Signature and date: The parties agree that execution of the
Agreement by the data importer and the data exporter shall
constitute execution of these Clauses by both parties (a) as of
27 September 2021, where the Effective Date is on or before 27
September 2021, or (b) otherwise, as of the Effective Date.

Role (controller/processor): controller and/or processor, as
applicable.

**B. DESCRIPTION OF TRANSFER**

*Categories of data subjects whose personal data is transferred *

Data subjects include the individuals about whom data is
provided via the Services by (or at the direction of) the data
importer. 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 *

Customer Personal Data, including data relating to individuals
provided via the Services by (or at the direction of) the data
importer. This data may include, for example:

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

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

- Financial details, including information relating to the
financial affairs of the data subject, including income,
salary, assets and investments, payments, 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. *

Customer 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 Appendix 2 to the
Data Processing and Security Terms and/or Data Processing
Amendment (as applicable) apply to these categories of Customer
Personal Data (if any).

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

Customer Personal Data may be transferred on a continuous basis
until it is deleted in accordance with the terms of the Data
Processing and Security Terms and/or Data Processing Amendment
(as applicable).

*Nature of the processing *

The data exporter will process Customer Personal Data to
provide, secure and monitor the Services and TSS in accordance
with the Agreement.

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

The data exporter will transfer Customer Personal Data to
provide, secure and monitor the Services and 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 *

Customer Personal Data is retained for the duration of the
Agreement until deletion in accordance with the provisions of
the Data Processing and Security Terms or Data Processing
Amendment (as applicable).

*For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing Not applicable*

****C. COMPETENT SUPERVISORY AUTHORITY - Not applicable**

**ANNEX II - Not applicable **

**ANNEX III - Not applicable**

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