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# Looker: EU Standard
Contractual Clauses (Module 2: Controller-to-Processor)
Last modified: September 27, 2021
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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" or the "Services Agreement"). If the Agreement
authorizes the resale or supply of Looker Services under a Google 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.
**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 benefitting from an
adequacy decision pursuant to Article 45 of Regulation (EU)
2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards
pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with
respect to the processing in question;
(iii) the onward transfer is necessary for the establishment,
exercise or defence of legal claims in the context of specific
administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the
vital interests of the data subject or of another natural
person.
Any onward transfer is subject to compliance by the data
importer with all the other safeguards under these Clauses, in
particular purpose limitation.
**8.9 Documentation and compliance**
(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 (specify Member State).
**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
(specify Member State).
(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 form of the Notification
Email Address .
Activities relevant to the data transferred under these
Clauses: The data importer provides the Services to the data
exporter in accordance with the Agreement.
Signature and date: The parties agree that execution of the
Agreement shall constitute execution of these Clauses by both
parties as follows:
(a) on 27 September 2021, where the effective date of the
Agreement is before 27 September 2021; or
(b) otherwise, on the effective date of the Agreement.
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 Data Processing and Security Terms.
Activities relevant to the data transferred under these
Clauses: The data importer provides the Services to the data
exporter in accordance with the Agreement.
Signature and date: The parties agree that execution of the
Agreement shall constitute execution of these Clauses by both
parties as follows:
(a) on 27 September 2021, where the effective date of the
Agreement is before 27 September 2021; or
(b) otherwise, on the effective date of the Agreement.
Role (controller/processor): processor
**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
exporter. 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
exporter. This data may include, for example:
- Personal details, including any information that identifies
the data subject and their personal characteristics,
including: name, address, contact details, age, date of birth,
sex, and physical description.
- Employment details, including information relating to the
employment of the data subject, including employment and
career history, recruitment and termination details,
attendance records, performance appraisals, training records,
and security records.
- Financial details, including information relating to the
financial affairs of the data subject, including income,
salary, assets and investments, payments, creditworthiness,
loans, benefits, grants, insurance details, and pension
information.
- Education and training details, including information which
relates to the education and any professional training of the
data subject, including academic records, qualifications,
skills, training records, professional expertise, student and
pupil records.
- Personal details issued as an identifier by a public
authority, including passport details, national insurance
numbers, identity card numbers, driving licence details.
- Family, lifestyle and social circumstances, including any
information relating to the family of the data subject and the
data subject's lifestyle and social circumstances, including
details of family and other household members, habits,
housing, travel details, leisure activities, and membership of
charitable or voluntary organisations.
*Sensitive data transferred (if applicable) and applied
restrictions or safeguards that fully take into consideration
the nature of the data and the risks involved, such as for
instance strict purpose limitation, access restrictions
(including access only for staff having followed specialised
training), keeping a record of access to the data,
restrictions for onward transfers or additional security
measures.*
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 Annex II 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 importer 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 importer 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*
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*
As above.
**C. COMPETENT SUPERVISORY AUTHORITY**
*Identify the competent supervisory authority/ies in
accordance with Clause 13*
The Irish Supervisory Authority - The Data Protection
Commission, unless the data exporter notifies the data importer
of an alternative competent supervisory authority from time to
time in accordance with Section 12.2 of the Data Processing
Terms.
**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 and/or Data Processing
Amendment (as applicable).
The technical and organisational measures to be taken by
Subprocessors are described in the "Subprocessor Security"
section of that Appendix.
In addition, the data importer will comply with Clause 10(b)
(Data subject rights) by complying with its obligations The
technical and organisational measures taken by the data importer
to assist the data exporter in fulfilling its obligations to
respond to data subjects' requests for the exercise of their
rights under Regulation (EU) 2016/679 are set out in Sections 8
(Impact Assessments and Consultations) and 9 (Access; Data
Subject Rights; Data Export) of the Data Processing and Security
Terms and/or Data Processing Amendment (as applicable).
**ANNEX III**
**LIST OF SUB-PROCESSORS**
The controller has authorised the use of the sub-processors
detailed at the following links:
(1)
https://looker.com/trust-center/privacy/google-cma-subprocessors
(2)
https://cloud.google.com/terms/subprocessors
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September 27, 2021
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