This Data Processing Addendum (“DPA”) forms part of the SUPPLIERGATEWAY TERMS AND CONDITIONS OF USE (“TERMS”) between: SupplierGATEWAY, LLC. (“SupplierGATEWAY”) acting on its own behalf and as agent for each SupplierGATEWAY Affiliate; and each entity executing a subscription order (“Order”) with SupplierGATEWAY (the “CUSTOMER”) acting on its own behalf and as agent for each CUSTOMER Affiliate. SupplierGATEWAY and CUSTOMER are together the “Parties” and each individually is a “Party.”
The Parties have entered into an agreement pursuant to the SupplierGATEWAY Terms and Conditions of Use (“Terms”) under which SupplierGATEWAY will provide certain software (described in SupplierGATEWAY Application Descriptions) to CUSTOMER that may involve SupplierGATEWAY (or a Subcontractor) Processing CUSTOMER Personal Data on behalf of CUSTOMER (hereinafter the “Processing Services”). This Agreement applies to the Processing of CUSTOMER Personal Data (defined below) pursuant to the Processing Services.
In this DPA, the following terms will have the meanings set out in this Section 1; terms not otherwise defined in this DPA will have the meanings given to them in the Agreement.
means (a) a Subcontractor set out in Annex 1 (Authorised Subcontractors); and (b) any additional Subcontractor consented to in writing by CUSTOMER in accordance with clause 6.1;
means any known or reasonably suspected unauthorized access to, or use, disclosure or other Processing of CUSTOMER Personal Data, as well as any loss, theft or acquisition of CUSTOMER Personal Data, or any incident that compromises the security of CUSTOMER Personal Data, including any CUSTOMER Personal Data Breach as defined under GDPR;
means the applicable laws rules and regulations of any jurisdiction governing privacy, data protection, security, or the Processing of CUSTOMER Personal Data (including but not limited to the EU Data Protection Laws);
means the individual to whom the CUSTOMER Personal Data relates;
means the European Economic Area;
means the legislation of an EEA country that governs the Processsing of Personal Data, including the EU General Data Protection Regulation 2016/679 (“GDPR”) and the laws implementing or supplementing the GDPR, the EU Directive on Privacy and Electronic Communications and the laws implementing or supplementing or superseding it, as well as any successor UK data protection legislation to the GDPR adopted if the UK exits the European Union;
means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with the CUSTOMER, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
means an entity that purchases goods or services from CUSTOMER or its Affiliates directly from CUSTOMER, or CUSTOMER’s agent or broker.
means the Personal Data Processed by SupplierGATEWAY, any SupplierGATEWAY Affiliate, or any Subcontractor on behalf of CUSTOMER pursuant to or in connection with the Agreement;
means any information relating to an identified or identifiable natural person;
means any transfer or Processing of CUSTOMER Personal Data to, by and/or amongst SupplierGATEWAY, SupplierGATEWAY Affiliate and any Subcontractor and any onward transfer of CUSTOMER Personal Data between two establishments of SupplierGATEWAY, SupplierGATEWAY Affiliate and any Subcontractor, that (a) would be prohibited by EU Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses (or any successor thereto recognized and approved by the European Commission), and/or (b) where Data Protection Law (other than EU Data Protection Law) requires adequate safeguards or contractual terms for cross-border transfers of Personal Data;
means the standard contractual clauses for the transfer of CUSTOMER Personal Data to processors established in third countries, as approved by the European Commission in Decision 2010/87/EU, or any set of clauses approved by the European Commission which amends, replaces or supersedes these;
means any Data Processor (including any third party and any SupplierGATEWAY Affiliate) appointed by SupplierGATEWAY to provide Processing Services that involve the Processing of CUSTOMER Personal Data;
means (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Laws; and
means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with SupplierGATEWAY, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
2.1 SupplierGATEWAY will (and will ensure that Subcontractors) Process and otherwise use CUSTOMER Personal Data solely on behalf of and subject to the documented instructions of CUSTOMER, unless otherwise required by applicable laws to which SupplierGATEWAY is subject, in which case SupplierGATEWAY will provide prior notice of that legal requirement to CUSTOMER to the extent permitted by applicable laws. CUSTOMER will determine the purpose and means of CUSTOMER Personal Data Processing.
2.2 CUSTOMER instructs SupplierGATEWAY to, as reasonably necessary for the provision of the Processing Services and consistent with the Agreement: (i) Process CUSTOMER Personal Data; and (ii) engage Subcontractors in compliance with Section 7 below. SupplierGATEWAY will notify CUSTOMER if it is or believes it (or any Subcontractor) will be unable to comply with the terms of this DPA or applicable Data Protection Laws. In such case, SupplierGATEWAY will, in consultation with CUSTOMER, take reasonable and appropriate steps to stop and remediate such non-compliance, and at CUSTOMER’s request will promptly cease any unauthorized Processing.
2.3 Annex 1 to this DPA sets out the subject matter and duration of the Processing, the nature and purpose of the Processing, the type of CUSTOMER Personal Data and categories of Data Subject as required by Data Protection Law, including Article 28(3) of the GDPR, as appropriate. CUSTOMER may make reasonable amendments to Annex 1 from time to time as reasonably necessary to meet those requirements, by sending an updated or an additional Annex 1 to SupplierGATEWAY.
2.4 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, SupplierGATEWAY and each SupplierGATEWAY Affiliate shall in relation to the CUSTOMER Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including as appropriate the measures referred to in Article 32(1) of the GDPR, as well as those set forth in Annex 2 to this DPA. In assessing the appropriate level of security, SupplierGATEWAY shall take account in particular of the risks that are presented by Processing, in particular from a CUSTOMER Personal Data Breach.
3.1 Taking into account the nature of the Processing and the information available to SupplierGATEWAY (or a Subcontractor), SupplierGATEWAY will provide reasonable assistance to CUSTOMER to allow CUSTOMER to effectively respond to requests from Data Subjects exercising their rights under the Data Protection Laws, including to the extent applicable the rights to rectify, erase or restrict, e.g. by way of blocking the Processing of, CUSTOMER Personal Data.
3.2 SupplierGATEWAY will provide reasonable assistance to CUSTOMER with any data protection impact assessments and prior consultations with Supervisory Authorities which CUSTOMER reasonably considers to be required by Data Protection Law, taking into account the nature of the Processing by, and information available to the SupplierGATEWAY or Subcontractors.
3.3 If SupplierGATEWAY (or Subcontractor) receives a request, inquiry or complaint directly from any Data Subjects or Supervisory Authorities regarding CUSTOMER Personal Data or the Processing Services, SupplierGATEWAY shall forward such request or assertion to CUSTOMER without undue delay and in any case within 5 (five) working days.
4.1 SupplierGATEWAY will take reasonable steps to ensure the reliability of any employee, personnel, agent, contractor, or any Subcontractor who may have access to CUSTOMER Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant CUSTOMER Personal Data, for the purposes of the Agreement, and to comply with applicable laws.
4.2 SupplierGATEWAY and each SupplierGATEWAY Affiliate will also ensure that such employees, personnel, agents, contractors, or Subcontractors are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
5.1 SupplierGATEWAY will (and will ensure that any Subcontractor will) make available to CUSTOMER all information necessary to demonstrate compliance with SupplierGATEWAY‘s and Subcontractor’s obligations and shall allow for and contribute to audits, including inspections, conducted by CUSTOMER or another auditor mandated by CUSTOMER.
5.2 CUSTOMER shall give SupplierGATEWAY reasonable notice of any audit or inspection to be conducted under section 5.1, and shall take (and ensure that each of its mandated auditors takes) reasonable measures to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to the SupplierGATEWAY’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. Except as otherwise required by applicable law or a relevant Supervisory Authority, any audit or inspection will be conducted within normal business hours no more than once in any calendar year.
6.1 SupplierGATEWAY will (and will ensure that any Subcontractor will) make available to CUSTOMER all information necessary to demonstrate compliance with SupplierGATEWAY‘s and Subcontractor’s obligations and shall allow for and contribute to audits, including inspections, conducted by CUSTOMER or another auditor mandated by CUSTOMER.
6.2 CUSTOMER shall give SupplierGATEWAY reasonable notice of any audit or inspection to be conducted under section 5.1, and shall take (and ensure that each of its mandated auditors takes) reasonable measures to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to the SupplierGATEWAY’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. Except as otherwise required by applicable law or a relevant Supervisory Authority, any audit or inspection will be conducted within normal business hours no more than once in any calendar year.
7.1 CUSTOMER Personal Data may not be transferred across national borders without the prior written consent of CUSTOMER. CUSTOMER expressly agrees to the transfer and Restricted Transfer(s) set forth in Annex 1, subject to compliance with this Section 7. Therefore, CUSTOMER for itself and any relevant CUSTOMER Affiliates (each, as “Data Exporter”) and SupplierGATEWAY for itself and any relevant SupplierGATEWAY Affiliate (each, as “Data Importer”), concurrently with this Agreement, enter into the Standard Contractual Clauses (“SCCs”) for such approved Restricted Transfer(s) from CUSTOMER to that SupplierGATEWAY, as set forth in Annex 3. The SCCs will take effect upon the commencement of the relevant Restricted Transfer.
7.2 With respect to CUSTOMER Personal Data subject to Data Protection Laws other than EU Data Protection Laws and where such SCCs entered into hereunder apply to Subcontractors as the Data Importer, the following definitions will apply: (a) “supervisory authority” shall mean the relevant data protection regulator or other government body with equivalent supervisory authority over the data controller; and (b) references to “Member State” shall mean “jurisdiction”.
7.3 Before the commencement of any Restricted Transfer to a Subcontractor, SupplierGATEWAY or the relevant SupplierGATEWAY Affiliate will ensure that the most recent SCCs, as issued by the European Commission, have been duly and effectively incorporated into SupplierGATEWAY or SupplierGATEWAY Affiliate’s written agreement with such Subcontractor.
8.1 SupplierGATEWAY shall notify CUSTOMER without undue delay, and in any case within 48 (forty-eight) hours, upon becoming aware of or reasonably suspecting a Data Breach, and will provide CUSTOMER with sufficient information to allow CUSTOMER to meet any obligations to report a Data Breach under the Data Protection Laws. Such notification by SupplierGATEWAY shall at a minimum:
8.2 SupplierGATEWAY shall fully co-operate with CUSTOMER and take such reasonable steps as are directed by CUSTOMER to assist in the investigation, mitigation and remediation of each Data Breach, in order to enable CUSTOMER to (i) perform a thorough investigation into the Data Breach, (ii) formulate a correct response and to take suitable further steps in respect of the Data Breach in order to meet any requirement under the Data Protection Laws.
8.3 SupplierGATEWAY shall not inform any third party without first obtaining CUSTOMER’s prior written consent, unless notification is required by applicable laws to which SupplierGATEWAY is subject, in which case SupplierGATEWAY shall to the extent permitted by such law inform CUSTOMER of that legal requirement, provide a copy of the proposed notification and consider any comments made by CUSTOMER before notifying any third party of the Data Breach.
9-9.1 Within 60 days of the termination of the Agreement, or at any earlier date required by CUSTOMER, SupplierGATEWAY shall in accordance with CUSTOMER’s instructions either securely return to CUSTOMER or on CUSTOMER’s request securely destroy all CUSTOMER Personal Data. SupplierGATEWAY may retain CUSTOMER Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws. Upon request by CUSTOMER, SupplierGATEWAY shall provide written certification to CUSTOMER that it and each Subcontractor has fully complied with this Section 9.
10.1 Notwithstanding any contrary provisions in the Agreement, SupplierGATEWAY indemnifies CUSTOMER and holds CUSTOMER harmless against all claims, actions, third party or Supervisory Authority claims, losses, damages and expenses incurred by CUSTOMER and arising directly or indirectly out of or in connection with a breach of this DPA by SupplierGATEWAY.
10.2 CUSTOMER is not liable for any damage or cost, either by contract or tort, towards SupplierGATEWAY or any of its Authorized Subcontractors under this DPA, except in case of gross negligence or willful misconduct.
The Parties hereby agree to submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims arising under this DPA, including disputes regarding its existence, validity or termination.
Any changes to this DPA shall be made in writing regardless of any provisions to the contrary in the Agreement.
Conflicts or inconsistencies with respect to data privacy and data security will be resolved as follows: (i) in any conflict between the terms of the Agreement and this DPA, this DPA will control; and (ii) in any conflict with the terms of the DPA, the SCCs will control.
This DPA represents the entire understanding between the Parties in relation to its subject matter and supersedes all agreements and representations made by the Parties, whether oral or written. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA will remain valid and in force. The invalid or unenforceable provision will be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
If any variation is required to this DPA as a result of a change in Data Protection Law, including any variation which is required to the SCCs, then either Party may provide written notice to the other Party of that change in law. The Parties will discuss and negotiate in good faith any necessary variations to this DPA, including the SCCs, to address such changes. SupplierGATEWAY shall not require the consent or approval of any SupplierGATEWAY Affiliate to amend this DPA pursuant to this section 11.5 or otherwise.
Scope, type and purpose of Processing, type of data, group of data subjects
The scope, nature and purpose of the collection, processing and/or use of the Data by the SupplierGATEWAY are described in detail in the respective SupplierGATEWAY Application Description.
Name: Forina Chandler
Email address: [email protected]
Phone number: 949-525-9205
Technical and organizational measures (Security Measures).
SupplierGATEWAY has implemented and will maintain a comprehensive, written information security program that materially conforms to the ISO/IEC 27001:2013 Information technology — Security techniques — Information security management systems — Requirements.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the SupplierGATEWAY shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk in order to: (i) ensure the confidentiality, integrity and availability of CUSTOMER Personal Data as well as the resilience of IT systems and services necessary for the processing of Client Data (ii) to safeguard the CUSTOMER Personal Data from any actual or potential third party attacks or any other security gaps, and (iii) ensure that in no event may those protections be anything less than that required to comply with data protection laws and company policies . This includes in particular:
Measures to prevent unauthorized individuals from physically accessing the data processing systems and CUSTOMER Personal Data. Such measures will include the following:
Such measures will include the following admission controls:
Measures to ensure that the parties authorized to use the data processing methods can only access the CUSTOMER Personal Data which they are entitled to access. Such measures will include the following access controls:
Measures are to be taken to ensure that CUSTOMER Personal Data cannot be read, copied, modified or removed in an unauthorized manner during their electronic transmission, transport or storage on data carriers, and that it is possible to check and ascertain to which recipients initiated and received the transmission. Such measures will include the following transmission controls:
Measures are to be taken which ensure that data collected for different purposes can be processed separately Such measures will include the following:
Measures in order to ensure the integrity of processing systems and services in order to ensure that CUSTOMER Personal Data cannot be changed without detection. Such measures will include the following:
Appropriate measures will be taken in order to ensure the availability of processing systems and services (Art. 32 (1) b) GDPR), and to ensure that CUSTOMER Personal Data is protected against accidental destruction or loss. SupplierGATEWAY will ensure that it has in place at all times an appropriate business continuity and disaster recovery plan for its business (the “Business Continuity Plan”) that will ensure the continued performance of its obligations under this Agreement and operational resilience generally. SupplierGATEWAY will develop and update the Business Continuity Plan from time to time and, in any event annually, in accordance with good industry practice, and test the Business Continuity Plan at least annually. Such measures will also include the following:
Such measures will also include the following:
Such measures will also include the following:
Such measures will also include the following:
Measures are to be taken to ensure reliability and compliance of Subcontractors and third parties, including:
Processes and procedures are maintained and executed, to ensure timely response to detected Events, and the following activities take place according to such established processes and procedures:
These Clauses are deemed to be amended from time to time, to the extent that they relate to a Restricted Transfer which is subject to the Data Protection Laws of a given country or territory, to reflect (to the extent possible without material uncertainty as to the result) any change (including any replacement) made in accordance with those Data Protection Laws.
CUSTOMER entered in the Agreement
Data Importer: SupplierGATEWAY, LLC
Address: 601 N. Parkcenter Drive, Suite 102, Santa Ana, CA 92705
each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the Data Exporter to the Data Importer of the personal data specified in Appendix 1.
The Data Exporter has entered into a Data Processing Addendum (“DPA”) with the Data Importer. Pursuant to the terms of the DPA, it is contemplated that Processing Services provided by SupplierGATEWAY will involve the transfer of personal data to Data Importer in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the parties have executed these Clauses.
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ will have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; and ‘supervisory authority’ means relevant data protection regulator or other government body with equivalent supervisory authority over the data controller
(b) ‘the data exporter’ means the controller who transfers the personal data;
(c) ‘the data importer’ means the processor who agrees to receive from the Data Exporter personal data intended for processing on its behalf after the transfer in accordance with its instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words “and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC” are deleted.]
(d) ‘the subprocessor’ means any processor engaged by the Data Importer or by any other subprocessor of the Data Importer who agrees to receive from the Data Importer or from any other subprocessor of the Data Importer personal data exclusively intended for processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with its instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the jurisdiction in which the Data Exporter is is established;
(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
Obligations of the Data Exporter
The Data Exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the jurisdiction where the Data Exporter is established) and does not violate the relevant provisions of that jurisdiction;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the Data Importer to process the personal data transferred only on the Data Exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the Data Importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to these Clauses;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words “within the meaning of Directive 95/46/EC” are deleted.]
(g) to forward any notification received from the Data Importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the Data Exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the Data Importer
The Data Importer agrees and warrants:
(a) to process the personal data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Data Exporter of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the Data Exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorized access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
(e) to deal promptly and properly with all inquiries from the Data Exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the Data Exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which will be carried out by the Data Exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the Data Exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which will be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the Data Exporter;
(h) that, in the event of subprocessing, it has previously informed the Data Exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the Data Exporter.
Mediation and jurisdiction
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the jurisdiction in which the Data Exporter is established.
Cooperation with supervisory authorities
The Clauses will be governed by the law of the jurisdiction in which the Data Exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clauses.
Obligation after the termination of personal data processing services
The Data Exporter is:
A company that has engaged Data Importer to provide the Processing Services as described in the DPA.
The Data Importer is:
A company that has engaged Data Exporter to provide the Processing Services as described in the DPA.
The personal data transferred concern the following categories of data subjects:
Set forth in Annex 1 to the DPA.
Categories of data
The personal data transferred concern the following categories of data:
Set forth in Annex 1 to the DPA.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data:
Set forth in Annex 1 to the DPA.
The personal data transferred will be subject to the processing activities as set forth in the DPA and SupplierGATEWAY Terms and Conditions Of Use, effective the effective date of the applicable Sales Order.
Description of the technical and organisational security measures implemented by the Data Importer in accordance with Clauses 4(c) and 5(c):
The parties agree that Data Importer will comply with the security requirements set forth in Annex 2 to the DPA.