Data Processing Agreement (“DPA” or “Agreement”)

Effective as of the first date of its signature

WHEREAS Client and WELLKAUF EURO have concluded the Main Agreement (as described on the cover page) to cover cases of disclosure to and processing of personal data by WELLKAUF EURO for the purpose of provision of certain services by WELLKAUF EURO.

WHEREAS WELLKAUF EURO processes personal data on behalf of Client to be able to conclude and fulfill the Main Agreement, personal data covered by this DPA will be processed by WELLKAUF EURO for purposes determined by Client, as to be specified, and amended from time to time, in Annex II.

Pursuant to Article 46 GDPR, controller or processor may transfer personal data to a third country only if the controller or processor has provided appropriate safeguards, which may be provided, inter alia, by standard data protection clauses adopted by the EU Commission.

THEREFORE, the Parties hereby agree to be bound by and to process the personal data in accordance with:

• all applicable data protection law, which shall include the EU data protection, privacy and cybersecurity regulations, directives and decisions including but not limited to EU General Data Protection Regulation (“Regulation (EU) 2016/679” or “GDPR”), the Regulation (EU) 2018/1725, the EU e-Privacy Directive (Directive 2002/58/EC), as amended, any national data protection laws made under, pursuant to, replacing or succeeding the EU regulations, directives and decisions, and any legislation replacing or updating any of the foregoing, any other applicable national data protection laws (“applicable data protection law”);
• this Agreement (together with all its Appendices and Annexes including the Standard Contractual Clauses between Controllers and Processors provided in Appendix 1 hereto and the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries referred to hereinunder in Section 3(1)) and provided in Appendix 2 hereto. Each of Appendix 1 and Appendix 2 are referred to as “Clauses”.

• Definitions
• “Agreement” means this Data Processing Agreement together with the Standard Contractual Clauses between Controllers and Processors, the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries, and all their Annexes.
• “personal data”, “data subject”, “controller”, “processor”, “processing” (“data processing”, “process”), “data breach”, “supervisory authority(ies)”, “technical and organizational measures” shall have the meaning as per defined in GDPR.
• “Parties” (or individually a “Party”) means Client and WELLKAUF EURO.
• "sub-processor" means any processor engaged by WELLKAUF EURO or by any other sub-processor of WELLKAUF EURO who agrees to receive from WELLKAUF EURO or from any other sub-processor of WELLKAUF EURO personal data exclusively intended for processing activities to be carried out on behalf of the controller in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract.
• “third country(ies)” means all and any countries outside the EU/EEA to which the transfer of personal data is subject to the appropriate safeguards pursuant to Article 46 GDPR. The countries recognized by the EU Commission as having the adequate level of data protection pursuant to Article 45 GDPR shall not be deemed third countries.
• Subject matter of this Agreement and roles of the Parties
• This Agreement governs the processing of personal data by WELLKAUF EURO.
• Client shall be the controller. WELLKAUF EURO shall be the processor. Where Client itself is a processor for another controller such controller will determine the purpose and means of data processing and shall remain responsible for processing.
• Transfer to third countries
• Should the personal data be transferred to WELLKAUF EURO or otherwise processed by WELLKAUF EURO or his authorized sub-processors (subject to Clause 7.8 Clauses) in third countries, the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries (Appendix 2) and/or the UK Addendum (as set forth in Exhibit 1), as applicable, shall automatically apply and prevail.
• The current MODULE(S) of the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries shall apply:

If the Client is located in the EU/EEA:

• ☐ MODULE ONE: Transfer controller to controller
• ☒ MODULE TWO: Transfer controller to processor
• ☐ MODULE THREE: Transfer processor to processor

If the Client is located in the third country:

• ☒ MODULE FOUR: Transfer processor to controller
• In case of contradiction between the Standard Contractual Clauses between Controllers and Processors (Appendix 1) and the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries (Appendix 2), the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries (Appendix 2) shall prevail.
• Liability and indemnity
• The Client shall indemnify and hold WELLKAUF EURO harmless from and against all demands and claims for damages that third parties, including initial controllers and data subjects, assert against WELLKAUF EURO as a result of (i) the Client’s breach of this Agreement, of the Main Agreement (especially of Client’s warranties under Section 6.8 of the Main Agreement) or of his legal obligations under the applicable data protection law, (ii) data breach by the Client or his joint controllers, independent co-controllers or other processors. The Client shall indemnify WELLKAUF EURO upon first demand. The Client shall reimburse WELLKAUF EURO for all suitable defense and attorney costs to the extent the necessary defensive measures and settlement negotiations must be reserved and remain reserved to WELLKAUF EURO. In this case, WELLKAUF EURO has a claim to an advance payment in the amount of the estimated defense costs.
• Client’s indemnification obligations under Section 6.8 of the Main Agreement shall remain effective and in full force. In case of contradiction of this Article 4 to the Section 6.8 of the Main Agreement, the stricter provision shall prevail.
• WELLKAUF EURO shall indemnify and hold Client harmless from and against all demands and claims for damages that third parties, including initial controllers and data subjects, assert against Client as a result of (i) WELLKAUF EURO’s breach of this Agreement or of his legal obligations under the applicable data protection law, (ii) the processor’s failure to comply with instructions rightfully given by the controller, or (iii) data breach by the processor or his sub-processors. Notwithstanding the foregoing, WELLKAUF EURO’s indemnification obligation under this Section 4(3) shall be ineffective to the extent permitted by law, in case of Client’s breach of warranties under Section 6.8 of the Main Agreement or in case of other Client’s fault or omission which led to WELLKAUF EURO’s breach or failure under (i)-(iii) hereof.
• Third-Party beneficiaries
• Data subjects may be third party beneficiaries to the extent permitted by their national law.
• Processor’s obligation after termination of the Agreement
• Subject to Clause 10 (d), documentation that serves the purpose of verifying processing activity according to the Main Agreement and the law shall be archived by WELLKAUF EURO after termination or expiration of the Agreement according to the relevant statutory period of retention.
• Objections to delete or return the personal data to the controller based on the right of retention pursuant to Section 273 German Civil Code and other refusal rights in relation to fulfillment of the duties of this Agreement are excluded.
• Severability clause; written form; changes of law; hierarchy/priority/ranking
• If and to the extent that a provision of this Agreement is unlawful, void, unenforceable or incompatible with the opinions of competent national or European authorities, that provision shall not affect the validity of the remaining provisions of the Agreement. The Parties agree that such an invalid provision shall be replaced by a valid one that corresponds most with the Parties’ original purpose regarding this Agreement.
• Amendments or supplements to this Agreement must be made in writing. The same applies to amending or cancelling the written form requirement.
• In the event of inconsistencies between this Agreement and the Main Agreement or another agreement, the provisions of this Agreement shall take precedence.

Pursuant to Commission Implementing Decision (EU) 2021/915 of 4 June 2021 on standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council and Article 29(7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council

SECTION I

Clause 1. Purpose and scope

• (a) The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) of GDPR.
• (b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of GDPR and/or Article 29(3) and (4) of Regulation (EU) 2018/1725.
• (c) These Clauses apply to the processing of personal data as specified in Annex II.
• (d) Annexes I to IV are an integral part of the Clauses.
• (e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of the applicable data protection law.
• (f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of GDPR and/or Regulation (EU) 2018/1725.

Clause 2. Invariability of the Clauses

• (a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
• (b) This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

Clause 3. Interpretation

• (a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, 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 or Regulation (EU) 2018/1725 respectively.
• (c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 4. Hierarchy

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

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 6. Description of processing(s)

The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.

Clause 7. Obligations of the Parties

7.1. Instructions

• (a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by the applicable data protection law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
• (b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe the applicable data protection law.

7.2. Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.

7.3. Duration of the processing of personal data

Processing by the processor shall only take place for the duration specified in Annex II.

7.4. Security of processing

• (a) The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (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 purposes of processing and the risks involved for the data subjects.
• (b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.5. Sensitive data

If the 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 and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.If the 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 and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

7.6. Documentation and compliance

• (a) The Parties shall be able to demonstrate compliance with these Clauses.
• (b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
• (c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725 and all the applicable data protection law. At the controller’s request, the processor shall also permit 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 an audit, the controller may take into account relevant certifications held by the processor.
• (d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
• (e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.

7.7. Use of sub-processors

• (a) PRIOR SPECIFIC AUTHORISATION: The processor shall not subcontract any of its processing operations performed on behalf of the controller in accordance with these Clauses to a sub-processor, without the controller’s prior specific written authorisation. The processor shall submit the request for specific authorisation at least 10 (ten) business days prior to the engagement of the sub-processor in question, together with the information necessary to enable the controller to decide on the authorisation. The list of sub-processors authorised by the controller can be found in Annex IV. The Parties shall keep Annex IV up to date.
• (b) Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to the applicable data protection law.
• (c) At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
• (d) The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.
• (e) The processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

7.8. International transfers

• (a) Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
• (b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

Clause 8. Assistance to the controller

• (a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.
• (b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions.
• (c) In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
• (1) the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
• (2) the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
• (3) the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
• (4) the obligations in Article 32 of Regulation (EU) 2016/679.
• (d) The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.

Clause 9. Notification of personal data breach

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of Regulation (EU) 2016/679 or under Articles 34 and 35 of Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.

9.1. Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

• (a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
• (b) in obtaining the following information which, pursuant to Article 33(3) of Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:
• (1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
• (2) the likely consequences of the personal data breach;
• (3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this 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;

• (c) in complying, pursuant to Article 34 of Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

9.2. Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

• (a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
• (b) the details of a contact point where more information concerning the personal data breach can be obtained;
• (c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

SECTION III - FINAL PROVISIONS

Clause 10. Non-compliance with the Clauses and termination

• (a) Without prejudice to any provisions of the applicable data protection law, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
• (b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
• (1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
• (2) the processor is in substantial or persistent breach of these Clauses or its obligations under GDPR and other applicable data protection law;
• (3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to the applicable data protection law.
• (c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.
• (d) Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return, at processor’s costs, all the personal data to the controller and delete existing copies unless the applicable data protection law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

set out in the European Commission's Decision 2021/914 of 4 June 2021 and available at:
https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=en

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) 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 Part II.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 Part II.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 Part II.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. 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 8.1(b), 8.9(a), (c), (d) and (e); Module Four: Clause 8.1 (b) and Clause 8.3(b);
• (iii) Clause 9(a), (c), (d) and (e);
• (iv) Clause 12(a), (d) and (f);
• (v) Clause 13;
• (vi) Clause 15.1(c), (d) and (e);
• (vii) Clause 16(e);
• (viii) Clause 18(a) and (b); Module Four: 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 Part II.B and Annex II.

Clause 7. Docking clause

Clause 5 (Docking clause) of the Standard Contractual Clauses between Controllers and Processors shall apply.

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.

MODULE TWO: Transfer controller to processor

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 Part II.B and Annex II, 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 III 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 Part II.B and Annex II. 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 III. 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 II.

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 and EEA (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.

MODULE FOUR: Transfer processor to controller

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, 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. Use of sub-processors

MODULE TWO: Transfer controller to processor

• (a) SPECIFIC PRIOR AUTHORISATION. The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least two (2) business days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex IV. The Parties shall keep Annex IV up to date.
• (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. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7. 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

MODULE TWO: Transfer controller to processor

• (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 III 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.

MODULE FOUR: Transfer processor to controller

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.
• (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

MODULE TWO: Transfer controller to processor

• (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.

MODULE FOUR: Transfer processor to controller

• (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. Supervision

• (a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
• (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;
• (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. (For Module Four: 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

MODULE TWO: Transfer controller to processor

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Germany.

MODULE FOUR: Transfer processor to controller

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 Germany.

Clause 18. Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

• (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 United Kingdom.
• (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.

MODULE FOUR: Transfer processor to controller

Any dispute arising from these Clauses shall be resolved by the courts of Germany.

PART I

Controller(s):

• Name: You (Client)
• Address: as per your account

Processor(s):

• Name: WELLKAUF EURO LTD
• Address: 2nd Floor College House 17 King Edwards Road, RUISLIP, London, HA4 7AE, UNITED KINGDOM
• Contact person’s name, position and contact details: [email protected]
• Data Protection Officer: V.S.Law, PO Box, 4147 Aesch, Switzerland [email protected], [email protected]
• Signature and accession date: signed above

PART II

In case the Standard Contractual Clauses for the transfer of personal data to third countries apply

A. LIST OF PARTIES

Data exporter(s), if relevant:

• Name: WELLKAUF EURO
• Address: same as above
• Contact person’s name, position and contact details: same as above
• Activities relevant to the data transferred under these Clauses: in accordance with the Main Agreement
• Role (controller/processor): processor

Data importer(s):

• Name: same as in Part I
• Address: same as in Part I
• Activities relevant to the data transferred under these Clauses: in accordance with the Main Agreement
• Role (controller/processor): controller

B. DESCRIPTION OF TRANSFER

• ☐ MODULE ONE: Transfer controller to controller
• ☐ MODULE TWO: Transfer controller to processor
• ☐ MODULE THREE: Transfer processor to processor
• ☒ MODULE FOUR: Transfer processor to controller

Categories of data subjects whose personal data is transferred

See below in Annex II

Categories of personal data transferred

See below in Annex II

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.

See below in Annex II

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

Frequency is limited to each particular order of the Client

Nature of the processing

Data collection, generation, storage, transfer (provision of access) to the Client. As defined in the Main Agreement and in particular in WELLKAUF EURO’s Privacy Policy

Purpose(s) of the data transfer and further processing

As defined in the Main Agreement

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

while the Main Agreement is effective between WELLKAUF EURO and Client

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

• IT servers / clouds
• Marketing and research
• Research
• Supply of goods / services

Recipients are limited to what is described in WELLKAUF EURO’s Privacy Policy (a part of the Main Agreement), namely:

C. COMPETENT SUPERVISORY AUTHORITY

• ☐ MODULE ONE: Transfer controller to controller
• ☐ MODULE TWO: Transfer controller to processor
• ☐ MODULE THREE: Transfer processor to processor

Identify the competent supervisory authority/ies in accordance with Clause 13 of Standard Contractual Clauses for the transfer of personal data to third countries

The supervisory authority in United Kingdom is
Information Commissioner's Office
Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF, United Kingdom
Telephone: 0303 123 1113
Fax: 01625 524510
Telephone if calling from abroad: +44 1625 545745

Categories of data subjects whose personal data is processed

• ☒ Clients (and their employees)
• ☒ Client’s (and its affiliates’) employees
• ☒ Client’s (and its affiliates’) management
• ☒ External workers (e.g., freelancers, consultants) who work on Client’s premises
• ☒ Other data subjects or categories of data subjects (please specify):
• Client and/or Client’s representatives
• Client’s customers, followers, suppliers, offerors, targeted audience, website Users who interact with Client or in relation with Client’s announcements and User’s Content.
• Users of social networks, including bloggers, commenters, posts/blogs visitors (the “Influencers”)

Categories of personal data processed

• ☒ Name, first name, birth name
• ☒ Address information (e.g., street, number, postal code, city, PO box)
• ☒ Log and protocol information (Internet Protocol (IP) address)
• ☒ Video/voice recordings
• ☒ Other data or categories of data (please specify):
• Data from publicly available social network (e.g. Facebook, Telegram, WhatsApp, Instagram, Twitch, Google, Twitter, TikTok, Viber) in case of liaison of the Client’s accounts in those social network to the account on the website of WELLKAUF EURO.
• History of messages between the Client and WELLKAUF EURO or between the Client and the relevant seller or service provider.
• Client’s preferences on categories and sub-categories of goods and services
• Client’s subscriptions on research of goods/services.
• User’s Content
• As specified in WELLKAUF EURO’s Privacy Policy

Sensitive data processed (if applicable)

e.g. Client’s and Users’ opinions, believes, Id. numbers might happen inside User’s Content and history of messages between Client and the relevant User

Purpose(s) for which the personal data is processed on behalf of the controller

Nature and purpose are conclusively regulated in the Main Agreement

Duration of the processing

During the term of the Main Agreement

including technical and organisational measures to ensure the security of the data - TOMs

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

As specified in in WELLKAUF EURO’s Privacy Policy

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

Where the personal data protected by the United Kingdom General Data Protection Regulation (“UK GDPR”) is transferred outside the EU/EEA in a territory or sector not at the time recognized by the UK Information Commissioner as having the adequate level of data protection pursuant to Article 45 GDPR, or where the Client is contractually bound to use the Standard Data Protection Clauses under S119A(1) Data Protection Act 2018, as available under the link international-data-transfer-addendum.pdf (ico.org.uk) (“UK Clauses”), the UK Addendum shall apply as follows:

• 1) The Standard Contractual Clauses for the Transfer of Personal Data to Third Countries (Appendix 2), shall also apply to transfers of such personal data;
• 2) The UK Clauses shall also apply to transfers of such personal data;
• 3) The Appendix Information (as defined in the UK Clauses) shall be deemed completed with the relevant information set out in Annexes I-IV to this DPA; and
• 4) The UK Addendum shall be deemed executed between the transferring Client and the Processor, and the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries shall be deemed amended as specified by the UK Clauses and this UK Addendum in respect of the transfer of the personal data.