Data Protection Agreement

This Data Protection Agreement (“DPA”) applies to cloro’s processing of Personal Data on your behalf when your use, access, and otherwise engage with our cloro branded products and services, including the cloro interface, API services, and our related applications (the “Services”) as set out in our Terms of Service (“Terms”) and any applicable Order Form. Throughout this DPA, “cloro,” “we,” “us,” and “our” refer to FidForward, Inc., and “Customer,” “you,” and “your” refer to our customers or anyone else who accesses, uses, or otherwise engages with the Services on their behalf. cloro and Customer each are referred to as a “Party,” and, collectively, as “the Parties.” For the purposes of this DPA, the Terms and any applicable Order Form shall collectively be referred to as the “Agreement.” Capitalized terms not defined in this DPA have the meanings provided in the Terms or Order Form. In the event of a conflict between this DPA and the Terms or an Order Form, the terms of this DPA shall prevail as to matters relating to the collection and processing of Personal Data.

1. Privacy and Data Protection

The Parties acknowledge their mutual commitment to compliance with global data protection requirements regarding the Processing of Personal Data by Service Providers. The Parties also recognize that certain countries impose requirements regarding the transfer of Personal Data. Under these various requirements, Customer must ensure that adequate safeguards are included in its Agreement with Cloro with respect to the proper management of Personal Data Processed on behalf of Customer, and protection of privacy and fundamental rights and freedoms of individuals. Accordingly, the Parties have executed this DPA to ensure the adoption of such safeguards.

2. Definitions

• “Applicable Data Protection Law” means all applicable laws, including implementing regulations, in any relevant jurisdiction governing privacy, data security, and the Processing of Personal Data, including but not limited to

  • (i) Regulation 2016/679 of the European Parliament and of the Council 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) (GDPR);
  • (ii) the EU e-Privacy Directive (Directive 2002/58/EC) and any replacement European regulation or other legal instrument from time to time;
  • (iii) any national European data protection law(s) made under or pursuant to (i) or (ii);
  • (iv) the UK GDPR as well as the UK Data Protection Act 2018 and any applicable associated or supplementary data protection laws or regulations, each as updated, amended or replaced from time to time;
  • (v) non-European national data protection laws, such as the Lei Geral de Proteção de Dados Pessoais (LGPD) - Law 13,709 of August 14, 2018; and
  • (vi) U.S. state privacy and data protection laws, including but not limited to the California Consumer Privacy of 2018, as amended by the California Privacy Rights Act (CPRA), and all applicable implementing regulations, the Colorado Privacy Act (CPA), and the Virginia Consumer Data Protection Act (VCDPA).

• “Controller” means, in general, the Party that determines the purpose for which and the manner in which Personal Data is Processed. For the purposes of this DPA, Customer shall be the Controller.

• “Data Exporter” means the Party from which Customer Personal Data may be exported.

• “Data Importer” means the Party to which the Data Exporter may export/transfer Customer Personal Data.

• “Data Protection Authority” means any relevant supervisory authority authorized by law to oversee and apply the Applicable Data Protection Law.

• “Data Transfer Mechanism” means a Data Protection Authority or Data Protection Legislation stipulated agreement between two (2) Controllers or a Controller and a Processor, or a mechanism for the transfer of Personal Data agreed upon between Data Protection Authorities of various countries with appropriate legal standing imposing safeguards to Customer Personal Data during transfers to or Processing in other countries. This Agreement requires that all Parties Processing Customer Personal Data comply with Data Protection Legislation applicable to that Customer Personal Data and, thus, when this Agreement is executed by a Data Exporter in one country and a Data Importer in another country, this Agreement acts as a Data Transfer Mechanism along with any additional criteria set forth in Schedule B (“EEA Standard Contractual Clauses”) for Personal Data flowing from the EEA and Schedule C (“Cross-Border Transfer Provisions: United Kingdom”) for Personal Data flowing from the UK.

• “EEA” means the European Economic Area.

• “Customer Personal Data” means any and all Personal Data that is provided to cloro or otherwise Processed by cloro on behalf of Customer in the course of providing the Services under the Agreement.

• “Personal Data” means any information that identifies, or is identifiable to, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household. Personal Data includes, without limitation, a name, an identification number, location data, an online identifier, business or personal address, business or personal telephone number or email address, employee identification number, and any other data element defined or otherwise included as personal data, personal information, or personally identifiable information, or similar definition, under Applicable Data Protection Law. Personal Data also includes Sensitive Personal Data, as defined below.

• “Personal Data Breach” means the unauthorized access, use, disclosure, destruction, loss, or alteration of unencrypted Personal Data or any similar definition of any Applicable Data Protection Law.

• “Process” or “Processing” means any operation or set of operations performed on Personal Data, including collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.

• “Processor” means, in general, the Party acting as a Service Provider to Process Personal Data on behalf of a Controller. For the purposes of this DPA, cloro shall be the Processor.

• “Sell,” “selling,” “sale,” or “sold,” shall have the meaning as defined in Applicable Data Protection Law.

• “Sensitive Personal Data” means a subset of Personal Data, that due to its nature, has been classified by Applicable Data Protection Laws as a special category of Personal Data and deserving additional privacy and security protections. Sensitive Personal Data includes, without limitation:

  • (i) all government-issued identification numbers (e.g., citizen service numbers, tax numbers, social security numbers, driver’s license numbers, national identification numbers, and passport numbers);
  • (ii) all financial account numbers, such as bank account numbers, credit card numbers, and other related information (if that information would permit access to a financial account or other financial assets);
  • (iii) data relating to an individual’s health, including disease state or other data identifying or related to an individual’s past, present, or future health condition, as well as other “consumer health data” as defined by Applicable Data Protection Law;
  • (iv) medical, health or genetic information derived from biological samples, such as tissue, blood, urine, or other samples, which can directly or indirectly be attributed to an identified or identifiable individual; and
  • (v) data revealing race, ethnicity, national origin, religion, philosophical beliefs, trade union membership, political orientation or opinion, sex life or sexual orientation, criminal records, histories of prosecutions or convictions, or allegations of crimes.

• “Service Provider” shall have the same meaning as “Processor.”

• “Share,” “shared,” or “sharing” shall have the meaning as defined in Applicable Data Protection Law.

• “Standard Contractual Clauses” means the agreement executed by and between cloro and Customer pursuant to the European Commission’s decision (CID (EU) 2021/914) of 4 June 2021 on Standard Contractual Clauses for the transfer of personal data to Processors established in third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and Council, incorporated herein by reference.

3. Processing Instructions for the Protection of Customer Personal Data

When cloro Processes any Personal Data under the Agreement, cloro agrees to, warrants, and undertakes the following obligations regarding its use of Customer Personal Data:

• (a) cloro is prohibited from Selling or Sharing Customer Personal Data;
• (b) cloro shall only Process Customer Personal Data for the limited and specified services and business purposes set forth in the Agreement.
• (c) cloro shall use Customer Personal Data collected or otherwise received or accessed in connection with the Agreement in compliance with all applicable laws and regulations, including all Applicable Data Protection Laws;
• (d) cloro is prohibited from retaining, using, or disclosing Customer Personal Data for any purposes other than those specified in the Agreement, or as otherwise permitted by Applicable Data Protection Law;
• (e) cloro is prohibited from retaining, using, or disclosing Customer Personal Data for any commercial purpose other than the business purposes specified in the Agreement, including in the servicing of a different business, unless expressly permitted by Applicable Data Protection Law;
• (f) cloro is prohibited from retaining, using, or disclosing Customer Personal Data outside the direct business relationship between the Parties unless expressly permitted by Applicable Data Protection Law. For example, cloro may not combine, or update Customer Personal Data received from, or on behalf of, Customer with Customer Personal Data that it received from another source unless expressly permitted by the Applicable Data Protection Laws;
• (g) cloro is prohibited from transferring Customer Personal Data internationally without prior written instruction by Customer, unless otherwise required by law;
• (h) cloro grants Customer the right to take reasonable and appropriate steps to ensure that it uses the Customer Personal Data in a manner consistent with Applicable Data Protection Laws.
• (i) cloro shall use appropriate technical and organizational measures to protect Customer Personal Data from and against Personal Data Breach;
• (j) cloro agrees to notify Customer of any Personal Data Breach involving Customer Personal Data without undue delay but in no event later than twenty four (24) hours after having become aware of it, and to provide Customer with any information required to make necessary notifications to data protection authorities and/or data subjects;
• (k) cloro grants Customer the right, upon written notice, to take reasonable and appropriate steps to stop and remediate its unauthorized use of Customer Personal Data;
• (l) Customer shall notify cloro of any data subject request made pursuant to Applicable Data Protection Laws. cloro shall take appropriate technical and organizational measures to assist Customer with its obligation to respond to such requests, insofar as cloro’s assistance is technically required and Customer cannot otherwise fulfill its obligations without such assistance from cloro;
• (m) If cloro receives a data subject request made pursuant to Applicable Data Protection Laws with which Customer must comply, cloro shall forward the request to Customer within five (5) business days of reception;
• (n) If cloro processes Customer Personal Data pertaining to a data subject in the EEA, cloro and Customer will ensure adequate protection for such Customer Personal Data. Each party will comply with the provisions of GDPR and other Applicable Data Protection Laws using an approved data transfer mechanism in accordance with Section 6 below; and
• (o) cloro shall notify Customer no later than five (5) business days after it makes a determination that it can no longer meet its obligations under this DPA or Applicable Data Protection Laws.

4. cloro Cooperation

• (a) cloro agrees to comply with all applicable sections of the Applicable Data Protection Law, including providing the same level of privacy protection as required by Customer.
• (b) cloro agrees to provide all assistance reasonably required by Customer to enable Customer to take reasonable and appropriate steps to ensure that cloro effectively Processes Customer Personal Data in a manner consistent with Applicable Data Protection Law.
• (c) cloro agrees, on reasonable prior written notice, to permit Customer (or its appointed auditors) to audit cloro’s compliance with the requirements of this DPA. cloro will provide Customer (or its appointed auditors) with such access to its data processing systems, files, premises, and personnel as is necessary to conduct such audit, except that cloro shall not provide any access that would cause cloro to violate its contractual or other legal obligations to its other customers, including obligations of confidentiality. Customer will conduct any such audit during normal business hours and use reasonable endeavours to minimize disruption to cloro’s business operations. Customer may not exercise this audit right more than once per 12-month period. Customer shall bear all costs associated with any such audit.
• (d) cloro acknowledges that Customer may disclose this DPA and any relevant privacy provisions in the Agreement to relevant Data Protection Authorities upon their request.
• (e) cloro shall restrict access to Customer Personal Data to its employees, agents, subcontractors and any authorized third parties who have a need to know such information to perform cloro Services under the Agreement and who have first agreed to be bound by a duty of confidentiality regarding the Customer Personal Data as well as by terms at least as stringent as the terms of this DPA.
• (f) cloro agrees to train staff responsible for Processing Personal Data regarding the obligations set forth in this DPA.

5. Subcontracting

cloro may only subcontract the Processing of Customer Personal Data after providing at least 7 days’ notice to Customer and provided that:

• (a) cloro shall maintain a record of any such subcontractors and, upon request, provide Customer the details of any such subcontractors and details of the data protection terms within such subcontractor agreements upon request;
• (b) Each subcontractor is contractually bound in writing to provide at least the same level of protection to Customer Personal Data as is required by this DPA and Applicable Data Protection Law; and
• (c) cloro shall remain responsible for any subcontractor’s compliance with applicable requirements and remain fully liable to Customer for the acts, errors, and omissions of any subcontractor it appoints to Process the Customer Personal Data.

6. Transfer of Personal Data

• (a) As of the Effective Date, all transfers of Customer Personal Data from the EEA, Switzerland, and/or the United Kingdom shall be pursuant to an appropriate legal instrument, such as the Standard Contractual Clauses approved by the European Commission or the International Data Transfer Addendum (“UK Addendum”) approved by the UK Information Commissioner. The Standard Contractual Clauses and UK Addendum are executed between Customer and Customer’s Affiliates established within the EEA, Switzerland, and the United Kingdom (each, as “Data Exporter”), and Service Provider (as “Data Importer”), whose Annexes I – II are exhibited in the Agreement. The Standard Contractual Clauses and UK Addendum are hereby incorporated below and will be binding on the parties. In case of a conflict between this Agreement and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
• (b) As it relates to transfers of Customer Personal Data from other countries with requirements for safeguarding international transfers of Personal Data, Customer and cloro shall take steps required to ensure such transfers are in accordance with Applicable Data Protection Law, including but not limited to executing amendments to the Agreement to ensure compliance.

7. Termination

• (a) Upon termination or expiry of the Agreement, cloro will, on Customer’s instructions, destroy or return Customer Personal Data to Customer, along with any medium or document containing the Customer Personal Data.
• (b) Notwithstanding Section 7(a) above, cloro may retain a copy of Customer Personal Data where and strictly to the extent that it is required to do so under applicable law, provided that it: (I) isolates such Customer Personal Data from any further Processing that is not strictly required by applicable law; and (II) continues to provide the same level of protection to such Customer Personal Data as is required by this DPA.

SCHEDULE A

Description of the Processing Operation

• Personal Data concerning the following categories of Personal Data:

  • Data accrued within the scope of use of Services that are provided to Customer by cloro; and
  • Personal Data contained in queries, prompts, or other API calls initiated by Customer and responses thereto during Customer’s use of the Services.

• Personal Data concerning the following categories of Data Subjects:

  • Data Subjects whose Personal Data is contained in queries, prompts, or other API calls initiated by Customer and responses thereto during Customer’s use of the Services.

• Personal Data will be Processed for the following purposes:

  • Transmit Customer-provided queries, prompts, or other API calls and responses thereto in providing Customer with the Services.

SCHEDULE B — EEA Standard Contractual Clauses

Module 2 – Controller to Processor Clauses

SECTION I

Clause 1: Purpose and scope

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.

• (a) The Parties:

  • (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
  • (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

  have agreed to these standard contractual clauses (hereinafter: “Clauses”).

• (b) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

• (c) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2: Effect and invariability of the Clauses

• (a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
• (b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3: Third-party beneficiaries

• (a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
  • (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  • (ii) Clause 8.1(b), 8.9(a), (c), (d) and (e)
  • (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).
• (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4: Interpretation

• (a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
• (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
• (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5: Hierarchy

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

Clause 6: Description of the transfer(s)

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

Clause 7: Docking clause

• (a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
• (b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
• (c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8: Data protection safeguards

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

8.1 Instructions

• (a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
• (b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

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

8.3 Transparency

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

8.4 Accuracy

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

8.5 Duration of processing and erasure or return of data

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

8.6 Security of processing

• (a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
• (b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
• (c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
• (d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

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

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

• (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
• (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
• (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
• (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

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

8.9 Documentation and compliance

• (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
• (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
• (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
• (d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
• (e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9: Use of sub-processors

• (a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 7 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
• (b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
• (c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
• (d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
• (e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby — in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent — the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10: Data subject rights

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

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

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

Clause 11: Redress

• (a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
• (b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
• (c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
  • (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
  • (ii) refer the dispute to the competent courts within the meaning of Clause 18.
• (d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
• (e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
• (f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12: Liability

• (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
• (b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
• (c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
• (d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
• (e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
• (f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
• (g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13: Supervision

• (a) 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. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

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

Clause 17: Governing Law

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

Clause 18: Choice of forum and jurisdiction

• (a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
• (b) The Parties agree that those shall be the courts of Malta.
• (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.

ANNEX I

A. LIST OF PARTIES

Data importer(s):

• Name: FidForward, Inc.
• Address: 131 Continental Drive, Suite 305, Newark, 19713 Delaware, United States
• Contact person: Ricardo Batista, CEO, support [at] cloro.dev
• Activities relevant to the data transferred under these Clauses: Transmitting Customer-provided queries, prompts, or other API calls and responses thereto in providing Customer with the Services.
• Role: Processor

Data exporter(s):

• Identity: The data exporter shall be the party defined as the Customer in the applicable Order Form.
• Role: Controller

B. DESCRIPTION OF TRANSFER

• Transfer type: Controller to Processor
• Details: As set forth in Schedule A

C. COMPETENT SUPERVISORY AUTHORITY

• The Maltese Information and Data Protection Commissioner

ANNEX II — Technical and Organisational Measures

The Parties agree that all security measures will comply with Applicable Data Protection Law and shall be consistent with the terms of this Exhibit. The following technical and organisational measures have been implemented by the data importer:

1. Access Control

• (a) Role-Based Access Control (RBAC). Access to personal data is restricted based on job function and the principle of least privilege. Each member of personnel is assigned only the permissions necessary to perform their specific role. Access rights are reviewed and updated upon any change in role or employment status.
• (b) Privileged Access Management. Access to production systems and sensitive data environments is further restricted to a limited number of authorised personnel. Privileged access sessions are logged and subject to enhanced monitoring.
• (c) Access Reviews and Revocation. Access rights are reviewed on a regular basis and no less than annually. Access is promptly revoked upon termination of employment or contractor engagement, or upon any change in role that no longer requires such access.

2. Infrastructure and Network Security

• (a) Hosting Infrastructure. All systems processing Customer Data are hosted on infrastructure that deploys physical access restrictions, environmental controls, and hardware security, applicable to all data importer infrastructure.
• (b) DDoS Protection. Distributed denial-of-service (DDoS) protection is enabled at the infrastructure level through cloro’s Services.

3. Incident Detection and Breach Response

• (a) Incident Detection and Logging. The data importer maintains centralised logging of system events, access attempts, and anomalous activity across all infrastructure components. Logs are retained for a minimum period sufficient to support incident investigation, and monitoring alerts are configured to detect indicators of unauthorised access or data exfiltration.
• (b) Notification Timelines. In the event of a Personal Data Breach, the data importer will notify the data exporter without undue delay and in accordance with the timeline set out in Section 3(j) of the DPA. Notifications will include, to the extent available at the time of notification, the nature of the breach, the categories and approximate number of data subjects and records affected, likely consequences, and measures taken or proposed to address the breach.

4. Data Minimisation, Retention, and Pseudonymisation

• (a) Data Minimisation. The data importer collects and processes only the personal data provided by Customer for the specified purposes set out in Schedule A.
• (b) Retention and Deletion. The data importer maintains a data retention schedule that specifies maximum retention periods for each category of personal data processed. Personal data is securely deleted or destroyed upon expiry of the applicable retention period, or earlier upon instruction from the data exporter, using methods that render the data unrecoverable.

5. Availability, Backup, and Business Continuity

• (a) Uptime and Service Availability. The data importer targets a service availability level consistent with the commitments set out in the Agreement. Infrastructure availability is monitored continuously, and incidents affecting service availability are communicated to the data exporter in accordance with the incident notification procedures described in Section 4 above.

6. Personnel Measures

• (a) Background Checks. All employees and contractors who have access to personal data are subject to appropriate pre-engagement background screening, to the extent required by applicable law, including identity verification and, where relevant, criminal record checks.
• (b) Confidentiality Obligations. All employees, contractors, and other personnel with access to personal data are bound by written confidentiality obligations, either through their employment or services agreement or a separate confidentiality undertaking, which survive the termination of their engagement.

SCHEDULE C — Cross-Border Transfer Provisions: United Kingdom

When transferring data between the UK and a restricted country, the following Addendum is appended to the Approved EU SCCs in Schedule B and C, including the Appendix Information. The Parties agree that this UK Addendum (including Part 2: Mandatory Clauses, as included below) applies with respect to any transfer of personal data that is subject to the laws of the United Kingdom to the extent required under Chapter V of the UK DPA. Tables 1, 2 and 3 of the UK Addendum are completed by reference to applicable modules of the attached EU SCCs and their Annexes. For the purposes of Table 4 of the UK Addendum, the Parties agree that neither Party may end the UK Addendum in accordance with Section 19 of the UK Addendum.

International Data Transfer Addendum to the EU Commission Standard Contractual Clause

Mandatory Clauses

Entering into this Addendum

• 1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
• 2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

• 3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum	This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Schedule B and C (“EEA Standard Contractual Clauses”), including the Appendix Information.
Appendix Information	As set out in Schedule B and C (“EEA Standard Contractual Clauses”).
Appropriate Safeguards	The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK DPA.
Approved Addendum	The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.
Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO	The Information Commissioner.
Restricted Transfer	A transfer which is covered by Chapter V of the UK DPA.
UK	The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK DPA and the Data Protection Act 2018.
UK DPA	As defined in section 3 of the Data Protection Act 2018.

• 4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
• 5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
• 6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
• 7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
• 8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

• 9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
• 10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
• 11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

• 12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
  • (a) together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
  • (b) Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
  • (c) this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.
• 13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
• 14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
• 15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
  • (a) References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
  • (b) In Clause 2, delete the words: ”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”;
  • (c) Clause 6 (Description of the transfer(s)) is replaced with: ”The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
  • (d) Clause 8.7(i) of Module 1 is replaced with: ”it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK DPA that covers the onward transfer”;
  • (e) Clause 8.8(i) of Modules 2 and 3 is replaced with: ”the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK DPA that covers the onward transfer”;
  • (f) References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
  • (g) References to Regulation (EU) 2018/1725 are removed;
  • (h) References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
  • (i) The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
  • (j) Clause 13(a) and Part C of Annex I are not used;
  • (k) The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
  • (l) In Clause 16(e), subsection (i) is replaced with: ”the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply”;
  • (m) Clause 17 is replaced with: ”These Clauses are governed by the laws of England and Wales.”;
  • (n) Clause 18 is replaced with: ”Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and
  • (o) The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

• 16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

• 17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

• 18. From time to time, the ICO may issue a revised Approved Addendum which:

  • (a) makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
  • (b) reflects changes to UK Data Protection Laws;

  The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

• 19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate, and demonstrable increase in:

  • (a) its direct costs of performing its obligations under the Addendum; and/or
  • (b) its risk under the Addendum,

  and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

• 20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.