Data Processing Agreement 

(v1.0.0 dated: 31.05.2022)

This Data Processing Agreement (“DPA”) is entered into between:

You (herein after defined as “Customer”) and Qure (referred individually as “Party” and collectively as “Parties”)

BACKGROUND

1. The Customer and Qure entered in to a Software License Agreement (“Agreement”) that may require Qure to process Personal Data on behalf of the Customer.
2. The DPA sets out additional terms, requirements and conditions on which Qure will process Personal Data when providing services under the Agreement. This DPA also contains the mandatory clauses required by GDPR for contracts between the Controller and Processor.

All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.

1. Definitions
   • “Purposes" shall mean the data processing purposes described and defined in Section 3.4(c) of this DPA.
   • “Personal Data Breach" means a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed but does not include any Unsuccessful Privacy Incident.
   • “Customer Data" has the meaning as “Data” set forth in clause 2.1.3 of the Agreement.
   • “Customer Personal Data" means any Customer Data that is Personal Data.
   • “Data Protection Laws" means all data protection and privacy laws applicable to the respective Party in its role in the processing of Personal Data under the Agreement, including, where applicable, the GDPR.
   • “Data Controller" means an entity that determines the purposes and means of the processing of Personal Data. It is clarified that for the purpose of this DPA, the Customer shall always be the Data Controller.
   • “Data Processor" means an entity that processes Personal Data on behalf of a Data Controller. It is clarified that for the purpose of this DPA, that Qure shall always be the Data Processor.
   • “EEA" means, for the purposes of this DPA, the European Economic Area and/or its member states.
   • “GDPR" means Regulation 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 repealing Directive 95/46/EC.
   • “Model Clauses" means the Standard Contractual Clauses for Data Processors as approved by the European Commission in the form set out in Annex C, together with the business-related issues and rules of interpretation contained in Annex C.
   • “Personal Data" means any information relating to an identified or identifiable natural person.
   • “Processing" has the meaning given to it in the GDPR and “process“, “processes" and “processed" will be interpreted accordingly.
   • “Services" means the services provided by Qure to Customer pursuant to the Agreement and any Support Services and Technical Services (formerly referred to as Professional Services) provided by Qure to Customer pursuant to the Agreement.
   • “Sensitive Personal Data" means any Customer Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and genetic data, biometric data for the purposes of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.
   • “Subscription Term” means the Term of the Agreement as defined in the End User Services Agreement.
   • “User” means End User as defined in the End User Services Agreement.
   • “Unsuccessful Privacy Incident” means an unsuccessful attempt or activity that does not compromise the security of Customer Personal Data, including (without limitation) pings and other broadcast attacks of firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents.
2. Scope and Applicability of this DPA
   • This DPA applies where and only to the extent that Qure Processes Customer Personal Data on behalf of Customer as Data Processor in the course of providing Services pursuant to the Agreement.
   • Part B shall only apply to Customer Personal Data within the scope of the DPA that is subject to applicable Data Protection Laws of the EEA and shall apply in addition to and not in substitution for, the terms in Part A and Part C.
   • Notwithstanding expiry or termination of the Agreement, this DPA and Model Clauses (if applicable) will remain in effect until, and will automatically expire upon, deletion of all Customer Personal Data by Qure as described in this DPA.

Part A: General Data Protection Obligations

3. Roles and Scope of Processing
   • Role of the Parties. As between Qure and Customer, Customer is either the Data Controller of Customer Personal Data, or in the case that Customer is acting on behalf of a third-party Data Controller, then a Data Processor, and Qure shall process Customer Personal Data only as a Data Processor acting on behalf of Customer.
   • Customer Processing of Personal Data. Customer agrees that: (i) it will comply with its obligations under Data Protection Laws in respect of its processing of Personal Data, including any obligations specific to its role as a Data Controller (where Data Protection Laws recognise such concept); (ii) it has provided all notice and obtained all consents, permissions and rights necessary under Data Protection Laws for Qure to lawfully process Personal Data for the Purposes; and (iii) it shall ensure its processing instructions are lawful and that the processing of Customer Personal Data in accordance with such instructions will not violate applicable Data Protection Laws. If Customer is itself a Data Processor acting on behalf of a third-party Data Controller, Customer warrants to Qure that Customer’s instructions and actions with respect to that Customer Personal Data, including its appointment of Qure as another Data Processor, have been authorized by the relevant Data Controller.
     • Customer Instructions. The Customer retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Laws including providing any required notices and obtaining any required consents and for the processing instructions it gives to Qure. Qure will process Customer Personal Data only for the Business Purpose and in accordance with Customer’s documented lawful instructions. The Parties agree that the Agreement (along with this DPA) sets out the Customer’s complete and final instructions to Qure in relation to the processing of Customer Personal Data. Additional processing outside the scope of these instructions (if any) will require prior written agreement between Customer and Qure.
   • Qure shall accept to make any changes and amendments to this DPA that are required under applicable Data Protection Laws based on the written intimation provided by the Customer.
   • Details of Data Processing
     • Subject matter: The subject matter of the data processing under this DPA is the Customer Personal Data.
     • Duration: As between Qure and Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms.
     • Purpose: Customer Personal Data may only be processed by Qure solely for the following purposes: (i) the provision of the Services to the Customer as further described in the Agreement and the performance of Qure’s obligations under the Agreement (including this DPA) or as otherwise agreed by the Parties in mutually executed written form; and (ii) processing initiated by Users in their use of the Services (the “Purposes").
     • Nature of the processing: Qure provides artificial intelligence-based healthcare system services and such as other Services as described in the Agreement, which process Customer Personal Data upon the instruction of the Customer in accordance with the terms of the Agreement. Qure does this by (i) capturing personal data from the Customer’s systems; (ii) storing and organizing that data; (iii) analysing the data including by applying algorithms to, and matching data; (iv) presenting insights to the Customer (including by aggregating the data); and (v) re-integrating data back into the Customer’s systems.
     • Categories of data subjects: Customer may make available Customer Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:
       • Consumers, and known and unknown persons (who are natural persons) who do not fall into any of the other categories of data subjects within this section; and/or
       • Customer’s end-users authorized by Customer to use the Services.
     • Types of Personal Data: Customer may make available Customer Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion.
   • Access or Use. Qure will not access or use Customer Personal Data, except as necessary for the Purposes, or as necessary to comply with the law or binding order of a governmental body.
4. Qure’s Obligations
   • Qure will only process the Personal Data to the extent and in such a manner as it is necessary for the Purposes in accordance with the Customers written instructions documented by way of a valid and existing contract between the Parties. Qure will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Data Protection Laws.
   • Qure must promptly notify the Customer if in its opinion the Customer’s instruction would not comply with the Data Protection Laws. The onus is however on the Customer to provide firm written instructions for this.
   • Qure must promptly comply with any Customer request or instruction requiring Qure to amend, transfer, delete or otherwise process the Personal Data or to stop, mitigate or remedy any unauthorised processing.
   • The Customer instructs Qure to pseudonymize all Personal Data and to retain a copy of such pseudonymized Personal Data for use by Qure in connection with the development or demonstration of Qure’s products and services.
   • Qure will maintain the confidentiality of all Personal Data and will not disclose the Personal Data to third parties unless the Customer or this Agreement specifically authorises disclosure or as required by law.
   • Qure will reasonably assist the Customer in meeting the Customer’s compliance obligations under the Data Protection Laws taking into account the nature of Qure’s Processing and information available to Qure including in relation to Data Subject Rights, Data Protection Impact Assessment and reporting to and consulting with the Data Protection authorities under the Data Protection Laws.
5. Obligations of Qure’s Employees

Qure shall ensure that all employees:

1. are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;
2. have undertaken training on the Data Protection Laws relating to handling Personal Data and how it applies to their particular duties; and
3. are aware both of Qure’s duties and their personal duties and obligations under the Data Protection Laws and this DPA.
4. Security
   • Security Measures. Qure shall implement and maintain appropriate technical and organizational security measures against unauthorised or unlawful processing, including any access, disclosure, copying, modification, storage, reproduction display or distribution of Personal Data and against the accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including but not limited to the security measures in accordance with Qure’s security standards set out in Annex A(“Security Measures“).
   • Updates to Security Measures. Customer is responsible for reviewing the information made available by Qure relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that Qure may update or modify the Security Measures from time to time provided that such updates and modifications do not result in a material degradation of the overall security of the Services subscribed to by Customer.
   • Confidentiality of processing. Qure shall ensure that any person who is authorized by Qure to process Customer Personal Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
   • No Assessment of Customer Data by Qure. Customer acknowledges that Qure will not assess the contents of Customer Data in order to identify information subject to any specific legal requirements.
   • Subject to Section 19 (Cooperation), Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breaches.
   • Customer Responsibilities. Customer agrees that, without prejudice to Qure’s obligations under Section 6.1 (Security Measures) and Section 18.4 (Personal Data Breach Response):
     • Customer is responsible for its use of the Services, including making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Customer Personal Data, securing its account authentication credentials, managing its data back-up strategies, and protecting the security of Customer Personal Data when in transit to and from the Services and taking any appropriate steps to pseudonymize, securely encrypt, and/or back up any Customer Personal Data uploaded to the Services; and
     • Qure has no obligation to protect Customer Personal Data that Customer elects to store or transfer outside of Qure’s systems (for example, offline or on-premises storage).

7. Processing forbidden or permitted by applicable law
   • By way of exception to Section 2.1, Qure may process Customer Personal Data other than in accordance with the Customer’s instructions if required to do so by law to which Qure is subject. In such a case, Qure shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
   • Qure shall promptly inform the Customer if, in Qure’s opinion, an instruction infringes the GDPR or other applicable Data Protection Laws.
8. Personal Data Breach
   • Qure will promptly and without undue delay notify the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted or unusable. Qure will use reasonable commercial endeavours to restore such Personal Data from the latest backup.
   • Qure will without undue delay notify the Customer if it becomes aware of
     • any accidental unauthorised or law unlawful processing of the Personal Data; or
     • any Personal Data Breach.
   • Immediately following any unauthorised or unlawful Personal Data processing or Personal Data Breach, the Parties will coordinate with each other to investigate the matter and provide reasonable assistance in relation to the investigation.
   • Qure will not inform any third party of any Personal Data Breach without first obtaining the Customer’s prior written consent except when required to do so by law.
9. Cross border transfers of personal data
   • Qure hosts Customer Data in the region selected by Customer (specified in the DPA, and/or as requested by Customer), provided, however that Qure may process Customer Data anywhere in the world where Qure, its Affiliates or its Sub-processors maintain data processing operations. Qure will at all times provide appropriate safeguards for the Customer Personal Data wherever it is processed, in accordance with the requirements of Data Protection Laws.
10. Subcontractors
    • Qure may only authorise a third party to process the Personal Data if
      • the Customer provides prior written consent prior to the appointment of each subcontractor;
      • Qure enters into a written contract with subcontractors that contains terms substantially the same as those as set out in this DPA, in particular, in relation to requiring appropriate Technical and Organizational measures and upon the Customer’s written request provides the Customer copies of such contracts;
      • Qure maintains control over all Personal Data that it entrusts to the subcontractor.
    • The sub-contractor approved as at the commencement of this DPA is as set out in Annex B. Qure must list all approved sub-contractors in Annex B and include any subcontractor’s name and location and contact information for the Parties responsible for privacy and data protection compliance.
    • Where the subcontractor fails to fulfil its obligations under such written agreement, Qure remains fully liable to the Customer for the subcontractor’s performance of its agreed obligations.
    • The Parties consider Qure to control any Personal Data controller by or in the possession of its subcontractors.
11. Complaints and third party rights
    • Qure must notify the Customer immediately if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Laws.
    • Qure will give the Customer its reasonable co-operation and assistance in responding to any complaint, notice, communication or Data Subject Rights.
    • Qure must not disclose the Personal Data to any Data Subject or to a third party other than at the Customer’s request or construction as provided for in this DPA or as required by law.
    • Co-operation
      • If a law enforcement agency sends Qure a demand for Customer Personal Data (e.g., a subpoena or court order), Qure will attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, Qure may provide Customer’s contact information to the law enforcement agency. If compelled to disclose Customer Personal Data to a law enforcement agency, then Qure will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy to the extent Qure is legally permitted to do so.

12. Data return and destruction
    • At the Customer’s request, Qure will give the Customer a copy or access to all or part of the Customer’s Personal Data in its possession or control in the format on the media reasonably specified by the Customer.
    • On termination of the Agreement for any reason or expiry or external reasons, Qure will securely delete or destroy, if directed in writing by the Customer, return and not retain, all or any Personal Data related to this agreement in its possession or control, except for one (1) copy that it may retain and use for audit and legal purposes only.
    • Deletion of Data
      • Deletion by Customer. Qure will allow Customer to delete Customer Data during the Subscription Term.
      • Deletion on Termination. For thirty (30) days following termination or expiration of the Agreement, Customer shall have the option to retrieve any remaining Customer Personal Data in accordance with the Agreement. Thereafter, Customer instructs Qure to (at Qure’s choice) automatically delete or anonymize all remaining (if any) Customer Personal Data (including copies).

13. Records
    • Qure will keep detailed accurate and up-to-date written records regarding any processing of Personal Data it carries out for the Customer including but not limited to access, control and security of the Personal Data, approved subcontractors and affiliates, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards and a general description of the technical and organisational measures refer to above.
    • Qure will provide the Customer with copies of the records upon request.
14. Security Reports and Audits
    • Customer acknowledges that Qure is regularly audited and inspected by independent third-party auditors and/or internal auditors against the standards specified in the Qure Security Measures. Customer mandates that Qure must select its own independent third-party auditors and/or internal auditors. Notwithstanding the foregoing, Customer may request Qure to provide a summary copy of its then current relevant report(s) (“Report”) as allowed under the applicable confidentiality section of the Agreement, including where requested or required by data protection authorities having jurisdiction over Customer even if not legally required (“Data Protection Authority Request”), provided, however, that Customer shall give Qure prior written notice of the Data Protection Authority Request such that Qure can attempt to secure confidential treatment for the Report. If Customer is not legally permitted to give Qure prior notice, Customer agrees to use reasonable efforts to secure confidential treatment for the Report and further agrees to not remove or obscure any “confidential”, “proprietary”, or similar markings from the Report.
    • Qure shall also provide written responses (on a confidential basis) to all reasonable requests for information made by Customer related to its Processing of Customer Personal Data, including responses to information security and audit questionnaires that are necessary to confirm Qure’s compliance with this DPA, provided that Customer shall not exercise this right more than once per year, except that this right may also be exercised in the event Customer is expressly requested or required to provide this information to a data protection authority, or Qure has experienced a Personal Data Breach, or other reasonably similar basis.
    • Qure will permit the Customer and its third party representative to audit Qure’s compliance with its obligations under this Agreement on at least thirty (30) days’ notice during the Term. This audit right may be exercised no more than once each calendar year. Qure will give the Customer and its third party representatives all reasonable assistance to conduct such audits. The Customer shall use its reasonable and endeavours to ensure that the conduct of each audit does not unreasonably disrupt Qure and that where possible, individual audits are co-ordinated with each other to minimise any disruption.
15. Warranties
    • Qure warrants that:
      • it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Laws and other laws, enactments, regulations, orders, standards, and other similar instruments;
      • it has no reason to believe the Data Protection Laws prevents it from providing any of the Agreement contracted services; and
      • considering the current technology environment and implementation cost, it will take appropriate technical and organizational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data and ensure a level of security appropriate to:
        • the harm that may result from such unauthorised or unlawful processing or accidental loss, destruction, or damage;
        • the nature of the Personal Data protected; and
        • comply with all applicable data protection Laws and its information and security policies including security measures required in clause 5.1.
      • the Customer warrants and represents at Qure’s expected use of the Personal Data for the Business Purposes and as specifically instructed by the Customer will comply with the Data Protection Laws.
      • Part B: EEA Specific Provisions (if applicable)
      • Personal Data Breach Response. Upon confirming a Personal Data Breach, Qure shall: (i) notify Customer without undue delay from Qure confirming the Personal Data Breach; (ii) provide timely information relating to the Personal Data Breach as it becomes known or as is reasonably requested by Customer; and (iii) promptly take reasonable steps to contain, investigate, and mitigate any Personal Data Breach. Qure’s notification of or response to a Personal Data Breach under this Section 18.4 (Personal Data Breach Response) will not be construed as an acknowledgment by Qure of any fault or liability with respect to the Personal Data Breach.

16. Cooperation
    • The Services provide Customer with a number of controls that Customer may use to retrieve, correct, delete or restrict Customer Personal Data, which Customer may use to assist it in connection with its obligations under applicable Data Protection Laws of the EEA, including its obligations relating to responding to requests from data subjects or applicable data protection authorities. To the extent that Customer is unable to access the relevant Customer Personal Data within the Services using such controls or otherwise, taking into account the nature of the Processing, Qure shall, to the extent required by applicable Data Protection Laws of the EEA, and at Customer’s request and expense, provide reasonable cooperation to assist Customer to respond to:
      • any requests from individuals exercising their rights as data subjects; or
      • applicable data protection authorities,

relating to the processing of Customer Personal Data under the Agreement. In the event that any request from individuals or applicable data protection authorities is made directly to Qure where such request identifies Customer, Qure shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so, and instead, after being notified by Qure, Customer shall respond. If Qure is required to respond to such a request, Qure will promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.

• Customer acknowledges that Qure is required under applicable Data Protection Laws of the EEA to: (a) collect and maintain records of certain information, including the name and contact details of each Data Processor and/or Data Controller on behalf of which Qure is acting and, where applicable, of such Data Processor’s or Data Controller’s local representative and data protection officer; and (b) make such information available to the supervisory authorities. Accordingly, if those requirements apply to the processing of Customer Personal Data, Customer will, where requested, provide such information to Qure via the Services or other means provided by Qure, and will ensure that all information provided is kept accurate and up-to-date.
• To the extent Qure is required under applicable Data Protection Laws of the EEA, Qure shall (at Customer’s request and expense) provide reasonably requested assistance to enable the Customer to comply with its obligations to:
  • perform data protection impact assessments or carry out prior consultations with data protection authorities;
  • implement appropriate technical and organizational security measures; and
  • notify individuals and supervisory authorities of Personal Data Breaches.
• If Customer, in a given year:
  • has received the Report referred to in Section 5.1;
  • has exercised its right under Section 5.2 in a good faith effort to assess Qure’s compliance with the obligations laid down in Article 28 of the GDPR (“Processor Obligations”); and
  • acting reasonably, considers that it requires further information in order to assess Qure’s compliance with the Processor Obligations,

then Customer may request an on-site audit of Qure’s compliance with the Processor Obligations. The on-site audit shall be at Customer’s sole cost and Customer shall reimburse Qure’s reasonable expenses in relation to the on-site audit. Before the audit takes place, the parties shall mutually agree upon the time, duration and scope of the on-site audit as well as the costs and reimbursements for which Customer is responsible. Customer shall make best efforts to minimize disruption to Qure’s business during the on-site audit.

17. EEA Data Transfers
    • Transfer mechanism: To the extent that Qure processes any Customer Personal Data protected by applicable Data Protection Laws of the EEA (“EEA Data“), the Parties agree that Qure makes available the transfer mechanisms listed below, for any transfers of EEA Data from the EEA to Qure located in a country which does not ensure an adequate level of protection (within the meaning of applicable Data Protection Law of the EEA) and to the extent such transfers are subject to such Data Protection Laws of the EEA:
      • Qure agrees to abide by and process EEA Data in compliance with the Model Clauses.
      • To the extent that Model Clauses are not applicable, the Parties shall determine an alternative approach to the transfer of the Personal Data.
    • Qure or any subcontractor of Qure must not transfer or otherwise process Personal Data outside the EEA without obtaining the Customer’s prior written consent.
    • Where such consent is granted, Qure may only process or permit the processing of Personal Data outside the EEA under the following conditions:
18. Qure is processing Personal Data in a territory which is subject to a current finding by the European Commission under the Data Protection Laws that the territory provides adequate protection for the privacy rights of Individuals. Qure must identify in Annex B the territory that is subject to such an adequacy finding; or
19. Qure participates in the valid cross-border transfer mechanism under the Data Protection Laws so that Qure and where appropriate the Customer can ensure appropriate safeguards are in place to ensure adequate level of protection with respect to privacy rights of individuals as required under GDPR. Qure must identify in Annex B the transfer mechanism that enables the Parties to comply with these cross border transfer provisions and Qure must immediately inform the Customer of any change of it status; or
20. The transfer otherwise complies with the Data Protection Laws for reasons set out in Annex B.
    • If any Personal Data transfer between the Customer and Qure requires exception of the SCC in order to comply with the Data Protection Laws where the Customer is the entity exporting Personal Data to Qure which is outside the EEA, the Parties will complete all relevant details in, and execute the SCC contained in Annex C and take all other actions required to legitimise the transfer.

Part C: Miscellaneous.

18. Relationship with the Agreement
    • The Parties agree that this DPA shall replace and supersede any existing data processing agreement, attachment or exhibit (including the Model Clauses (as applicable)) the Parties may have previously entered into in connection with the Services.
    • Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict in connection with the Processing of Customer Personal Data. Notwithstanding the foregoing, and solely to the extent applicable to any patient, medical or other protected health information regulated by HIPAA or any similar U.S. federal or state laws, rules or regulations (“HIPAA Data”), if there is any conflict between this DPA and a Business Associates Agreement between Customer and Qure (“BAA”), then the BAA shall prevail to extent the conflict relates to such HIPAA Data.
    • Notwithstanding anything to the contrary in the Agreement or this DPA, the liability of each Party and each Party’s Affiliates under this DPA shall be subject to the terms and conditions, including but not limited to limitations on liability, set out in the Agreement. Without limiting either of the Parties’ obligations under the Agreement, Customer agrees that any regulatory penalties incurred by Qure in relation to the Customer Personal Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this DPA or any applicable Data Protection Laws shall count toward and reduce Qure’s liability under the Agreement as if it were liability to the Customer under the Agreement.
    • Any claims against Qure or its Affiliates under this DPA shall only be brought by the Customer entity that is a party to the Agreement against the Qure entity that is a party to the Agreement. In no event shall this DPA or any party restrict or limit the rights of any data subject or of any competent supervisory authority.
    • This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.

ANNEX A – Security Measures

As mentioned in Annex II  of this DPA
ANNEX B – Sub Contractors (if any)

1. Territory subject to adequacy finding
2. Transfer Mechanism

Standard Contractual Clauses

1. OTHERS

ANNEX C

STANDARD CONTRACTUAL 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)^[1] for the transfer of personal data to a third country.
• The Parties:
  • 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
  • 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”).

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

• 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.
• 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

• Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
  • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  • Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
  • Clause 9 – Clause 9(a), (c), (d) and (e);
  • Clause 12 – Clause 12(a), (d) and (f);
  • Clause 13;
  • Clause 15.1(c), (d) and (e);
  • Clause 16(e);
  • Clause 18 – Clause 18(a) and (b).
• Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

• Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
• These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
• 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 – Optional

Docking clause

• 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.
• 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.
• 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

• 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.
• The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2          Purpose limitation

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

8.3          Transparency

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

8.4          Accuracy

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

8.5          Duration of processing and erasure or return of data

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

8.6          Security of processing

• 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.
• 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.
• 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.
• 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^[2] (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:

• 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;
• 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;
• 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
• 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

• The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
• 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.
• 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.
• 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.
• 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

• OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.
• 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.[3] 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.
• 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.
• 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.
• 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

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

Clause 11

Redress

• 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.

[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body^[4] at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.]

• 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.
• 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:
  • 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;
  • refer the dispute to the competent courts within the meaning of Clause 18.
• 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.
• The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
• 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

• 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.
• 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.
• 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.
• 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.
• 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.
• 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.
• The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

• [Where the data exporter is established in an EU Member State:] 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.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

• 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

• 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.
• The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
  • 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;
  • 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^[5];
  • 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.
• 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.
• The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
• 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).
• 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

• 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:
  • 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
  • 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.
• 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.
• 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.).
• 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.
• 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

• 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).
• 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.
• 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

• The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
• 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).
• The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
  • 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;
  • the data importer is in substantial or persistent breach of these Clauses; or
  • 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.

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

Clause 18

Choice of forum and jurisdiction

• Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
• The Parties agree that those shall be the courts of _____ (specify Member State).
• 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.
• The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

ANNEX I

1. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

1. Name: …

Address: …

Contact person’s name, position and contact details: …

Activities relevant to the data transferred under these Clauses: …

Signature and date: …

Role (controller/processor): …

2. …

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

1. Name: …

Address: …

Contact person’s name, position and contact details: …

Activities relevant to the data transferred under these Clauses: …

Signature and date: …

Role (controller/processor): …

2. …

1. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

………………………..

Categories of personal data transferred

………………………..

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

………………………..

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

…………………………

Nature of the processing

…………………………

Purpose(s) of the data transfer and further processing

………………………..

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

……………………..

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

……………………..

1. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

………………………….

ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

EXPLANATORY NOTE:

The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

[Examples of possible measures:

Measures of pseudonymisation and encryption of personal data

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing

Measures for user identification and authorisation

            Measures for the protection of data during transmission

Measures for the protection of data during storage

Measures for ensuring physical security of locations at which personal data are processed

Measures for ensuring events logging

Measures for ensuring system configuration, including default configuration

Measures for internal IT and IT security governance and management

Measures for certification/assurance of processes and products

Measures for ensuring data minimisation

Measures for ensuring data quality.

Measures for ensuring limited data retention

Measures for ensuring accountability

Measures for allowing data portability and ensuring erasure]

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

ANNEX III – LIST OF SUB-PROCESSORS

EXPLANATORY NOTE:

This Annex must be completed for Modules Two and Three, in case of the specific authorisation of sub-processors (Clause 9(a), Option 1).

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

1. Name: …

Address: …

Contact person’s name, position and contact details: …

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): …

2. …

[1]   Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […].

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(f) to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”).

(iv) Users and Customers must report all breaches of this Policy of which they are aware of to Qure. Each User must do so by reporting the breach to Qure’s DPO (dpo@qure.ai).

Investigation and Enforcement We may investigate any suspected violation of this Policy and Universal Terms and remove or disable access to any content or resource that violates this Policy or Universal Terms. You agree to cooperate with Us to remedy any violation. When determining whether there has been a violation of this Policy or Universal Terms, We may consider Your ability and willingness to comply with this Policy and Universal Terms, including the policies and processes You have in place to prevent or identify and remove any prohibited content or activity.