Data Protection Clauses – Invela

Data Protection Clauses

Effective date: as of the Master Services Agreement | Version: April 2026

Note: These Data Protection Clauses (DPCs) are incorporated into and shall form part of the Master Services Agreement (MSA) in which they are referenced, to the extent they apply. Each party to the MSA shall be a controller of personal data.

These DPCs shall apply as follows:

Part A shall apply in respect of personal data from the European Union (EU) transferred by the counterparty to the MSA to Invela, Inc.
Part B of these DPCs shall apply in respect of personal data from the United Kingdom transferred by the counterparty to the MSA to Invela, Inc.

Part A: Applicable to Personal Data Transferred from the EU

Standard Contractual Clauses

Section I

Clause 1 — Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) 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”).

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

Clause 2 — Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 — Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
Clause 8 – Clause 8.5(e) and Clause 8.9(b);
Clause 9;
Clause 12 – Clause 12(a) and (d);
Clause 13;
Clause 15.1(c), (d) and (e);
Clause 16(e);
Clause 18 – Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 — Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 — Hierarchy

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

Clause 6 — Description of the transfer(s)

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

Clause 7 — 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 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. It may only process the personal data for another purpose:

where it has obtained the data subject’s prior consent;
where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
where necessary in order to protect the vital interests of the data subject or of another natural person.

8.2 Transparency

(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

of its identity and contact details;
of the categories of personal data processed;
of the right to obtain a copy of these Clauses;
where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefor pursuant to Clause 8.7.

(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix 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.

(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.3 Accuracy and data minimisation

(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.

(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

8.4 Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.

8.5 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 personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. 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.

(b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(d) 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 personal data breach, including measures to mitigate its possible adverse effects.

(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.

(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.

(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

8.6 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 or offences (hereinafter “sensitive data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

8.7 Onward transfers

The data importer shall not disclose the personal data 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”) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

it 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 of Regulation (EU) 2016/679 with respect to the processing in question;
the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;
it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;
it is necessary in order to protect the vital interests of the data subject or of another natural person; or
where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

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

8.8 Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

8.9 Documentation and compliance

(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.

(b) The data importer shall make such documentation available to the competent supervisory authority on request.

Clause 9 — Use of sub-processors

Not applicable. The Parties act as independent controllers; no sub-processing relationship arises under these Clauses.

Clause 10 — Data subject rights

(a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests, and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.

(b) In particular, upon request by the data subject the data importer shall, free of charge:

provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);
rectify inaccurate or incomplete data concerning the data subject;
erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.

(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.

(d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter “automated decision”), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:

inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and
implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view, and obtain review by a human being.

(e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.

(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.

(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

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:

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.

(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) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13 — Supervision

(a) 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.

(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:

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;
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:

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.

(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:

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.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

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

Clause 17 — Governing law

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

Clause 18 — Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

Appendix I – Annex I

Access Aggregator (AA)

A. List of Parties

Role	Party	Controller/Processor
Data Exporter	The counterparty to the MSA	Controller
Data Importer	Invela, Inc.	Controller

B. Description of Transfer

Categories of data subjects

Personal data transferred under this Agreement relates exclusively to the following categories of data subjects: (a) employees, contractors, and other authorized users of the Data Exporter who access or administer the Services; (b) business contacts and representatives of the Data Exporter, including individuals acting in a client relationship, account management, compliance, or technical capacity in connection with the Services; (c) authorized representatives, directors, officers, and beneficial owners of the Data Exporter, to the extent their personal data is submitted in connection with customer onboarding, Know Your Business (KYB), or regulatory compliance activities; and (d) business contacts of partners and vendors of the Data Exporter whose personal data is incidentally provided in connection with the operation or support of the Services.

For the avoidance of doubt, end consumers of the Data Exporter’s products or services are not data subjects under this Agreement. Invela, Inc. does not receive, access, or store personal data relating to end consumers of the Data Exporter in identifiable form in connection with the Services.

Categories of personal data transferred

Personal data transferred under this Agreement is limited to the following categories: (a) identification and contact information of authorized users and business representatives, including name, business email address, business telephone number, and business postal address; (b) professional and business information, including job title, employer, and role in connection with the Services; (c) account and customer relationship data relating to the Data Exporter’s engagement with Invela, Inc.; (d) usage and interaction data generated by authorized users in connection with their use of the Services; (e) device and technical data generated by authorized users, including IP addresses, device identifiers, and browser data; (f) communications data exchanged between authorized users and Invela, Inc. in connection with the Services; and (g) identity verification and due diligence data relating to authorized representatives, directors, officers, and beneficial owners of the Data Exporter, including government-issued identification and related KYB documentation, solely to the extent required for customer onboarding, KYB procedures, anti-money laundering and sanctions screening, and regulatory compliance.

For the avoidance of doubt, Invela, Inc. does not receive consumer financial account data, consumer transaction data, consumer authorization tokens, or consumer identity documents in identifiable form under this Agreement.

Sensitive Data

For purposes of this Agreement, “Sensitive Data” means: (a) Special Categories of Personal Data as defined in Article 9 of the GDPR and personal data relating to criminal convictions and offences under Article 10 of the GDPR; (b) Sensitive Personal Information as defined under the CCPA/CPRA; and (c) Sensitive information within the meaning of PIPEDA, including personal information that, due to its nature or the context of its use, requires a higher level of protection.

The Parties acknowledge and agree that:

Invela, Inc. does not intentionally process Special Categories of Personal Data under GDPR Article 9 or personal data relating to criminal convictions under Article 10.
Invela, Inc. may process limited Sensitive Data only to the extent required and permitted by applicable law and solely for the following purposes: identity verification and authentication; customer onboarding, KYC and KYB procedures; anti-money laundering, sanctions screening, and regulatory compliance; fraud detection, prevention, and security; and fulfilling legal or regulatory obligations.

Invela, Inc. shall not process Sensitive Data for any other purpose unless expressly instructed in writing by the Data Exporter and permitted under applicable law.

Where required under applicable law, the Data Exporter represents and warrants that it has obtained all necessary consents or lawful authority for the processing and transfer of Sensitive Data to Invela, Inc.

Restrictions on Use and Disclosure

Invela, Inc. shall: limit access to Sensitive Data to authorized personnel with a legitimate business need; not sell or share Sensitive Personal Information within the meaning of the CCPA/CPRA; not use Sensitive Data for advertising, profiling, or marketing purposes; and not disclose Sensitive Data to third parties except to approved sub-processors bound by equivalent contractual safeguards or where required by law.

Invela, Inc. shall implement appropriate administrative, technical, and physical safeguards, proportionate to the sensitivity of the data, including: role-based access controls; encryption in transit and at rest where appropriate; logging, monitoring, and audit controls; confidentiality obligations for personnel; and incident response and breach notification procedures consistent with applicable law.

If Sensitive Data is submitted to Invela, Inc. outside the scope of this Agreement or in violation of applicable law: Invela, Inc. shall not be responsible for such submission; and upon becoming aware, Invela, Inc. shall promptly notify the Data Exporter and cooperate to delete, return, or otherwise remediate the Sensitive Data, where reasonably practicable.

Invela, Inc. shall provide reasonable assistance to the Data Exporter, to the extent required by applicable law, in responding to: data subject rights requests under the GDPR; consumer requests relating to Sensitive Personal Information under the CCPA/CPRA, including requests to limit use; and access and correction requests under PIPEDA.

This Sensitive Data Processing Clause shall survive termination of the Agreement and shall prevail over any conflicting provisions relating to the processing of Sensitive Data.

Frequency of Transfer

The transfer of data is continuous and ongoing, as initiated by customer use of the Services and related support, compliance, and security activities.

Nature of the processing

The processing consists of the collection, recording, organization, structuring, storage, hosting, use, consultation, analysis, aggregation, disclosure, transfer, retention, and deletion of personal data, as necessary to provide and support the Services, perform customer onboarding and regulatory compliance activities, communicate with users, ensure security and fraud prevention, and comply with applicable legal and regulatory obligations.

Purpose(s) of the data transfer and further processing

Personal data transferred under this Agreement is processed by Invela, Inc. for the purpose of providing, operating, and improving the Services, performing customer onboarding and regulatory compliance (including KYC/KYB and AML screening), communicating with customers and users including marketing and business development, providing support, ensuring security and fraud prevention, conducting analytics, managing billing and business administration, and corporate transactions and legal compliance.

Data Retention Period

Personal data processed under this Agreement shall be retained only for as long as necessary to fulfill the purposes for which it was collected, including to provide the Services, comply with contractual obligations, comply with applicable law, resolve disputes, and enforce agreements.

Sub-processors

Data Exporter authorizes Invela, Inc. to engage sub-processors to assist in providing the Services. Invela, Inc. shall maintain a current list of sub-processors and provide prior notice of any new sub-processor engagement. Data Exporter may object to a new sub-processor within ten (10) business days for reasonable data protection or security reasons. Invela, Inc. shall ensure that each sub-processor is bound by contractual obligations no less protective than those in this Agreement and shall remain liable for the acts and omissions of sub-processors. Invela, Inc. may transfer personal data to sub-processors located outside the Data Exporter’s jurisdiction, subject to appropriate safeguards and compliance with applicable data protection laws.

C. Competent Supervisory Authority

[To be designated at execution in accordance with Clause 13, based on the data exporter’s establishment status and, where applicable, the location of its Article 27 representative or the Member State(s) in which the relevant data subjects are located.]

Appendix II – Annex I

Data Recipient (DR)

A. List of Parties

Role	Party	Controller/Processor
Data Exporter	The counterparty to the MSA	Controller
Data Importer	Invela, Inc.	Controller

B. Description of Transfer

Categories of data subjects

For the avoidance of doubt, end consumers who have authorized data sharing through the Data Exporter’s application or service are not data subjects under this Agreement. Invela, Inc. does not receive, access, or store personal data relating to end consumers of the Data Exporter in identifiable form — including consumer authorization tokens, consumer financial account data, or consumer identity information — in connection with the Services.

Categories of personal data transferred

Personal data transferred under this Agreement is limited to the following categories: (a) identification and contact information of authorized users and business representatives; (b) professional and business information; (c) account and customer relationship data relating to the Data Exporter’s engagement with Invela, Inc., including subscription and API access records; (d) usage and interaction data; (e) device and technical data, including IP addresses, device identifiers, and browser data; (f) communications data; and (g) identity verification and due diligence data relating to authorized representatives, directors, officers, and beneficial owners, including government-issued identification and related KYB documentation, solely to the extent required for customer onboarding, KYB procedures, anti-money laundering and sanctions screening, and regulatory compliance.

For the avoidance of doubt, consumer-granted authorization records, consumer access tokens, consumer financial authorization and permissions data, and any other data relating to end consumers of the Data Exporter are not transferred to or processed by Invela, Inc. under this Agreement.

Sensitive Data

The Parties acknowledge and agree that: Invela, Inc. does not intentionally process Special Categories of Personal Data under GDPR Article 9 in connection with the Data Recipient MSA. Where limited Sensitive Data is incidentally submitted in connection with the use of the Services, Invela, Inc. shall process it only to the extent required and permitted by applicable law and solely for the following purposes: identity verification and security; customer onboarding, KYC and KYB procedures; and anti-money laundering, sanctions screening, fraud detection, and regulatory compliance.

Restrictions on Use and Disclosure, safeguards, and assistance obligations are as set out in Appendix I above and apply equally to this Appendix.

This Sensitive Data Processing Clause shall survive termination of the Agreement and shall prevail over any conflicting provisions relating to the processing of Sensitive Data.

Frequency of transfer

The transfer of data is continuous and ongoing, as initiated by consumer authorization events and the ongoing use of the Services by the Data Recipient and its end users.

Nature of the processing

The processing consists of the collection, recording, organization, structuring, storage, hosting, use, consultation, analysis, aggregation, disclosure, transfer, retention, and deletion of personal data, as necessary to facilitate consumer-authorized data access, manage Data Recipient account relationships, provide API connectivity services, ensure security and fraud prevention, and comply with applicable legal and regulatory obligations.

Purpose(s) of the data transfer and further processing

Personal data transferred under this Agreement is processed by Invela, Inc. for the purpose of providing, operating, and improving the Services; facilitating consumer-authorized access to financial account data through the Data Recipient’s application; managing Data Recipient account relationships and subscriptions; performing customer onboarding and regulatory compliance (including KYC/KYB and AML screening); ensuring security and fraud prevention; providing support; conducting analytics; managing billing and business administration; and corporate transactions and legal compliance.

Data retention period

Personal data processed under this Agreement shall be retained only for as long as necessary to fulfill the purposes for which it was collected. Typical retention periods include: account and contact information for the duration of the customer relationship plus up to seven (7) years; technical and device data for up to twenty-four (24) months; due diligence and KYC/KYB data as required by applicable law and regulation; and authorization and token data for the duration of the active consumer authorization.

Sub-processors

Data Exporter authorizes Invela, Inc. to engage sub-processors to assist in providing the Services. Invela, Inc. shall maintain a current list of sub-processors and provide prior notice of any new sub-processor engagement. Data Exporter may object to a new sub-processor within ten (10) business days for reasonable data protection or security reasons. Invela, Inc. shall ensure that each sub-processor is bound by contractual obligations no less protective than those in this Agreement and shall remain liable for the acts and omissions of sub-processors. The subject matter of sub-processing comprises the provision of the Services as described above; the nature of processing includes hosting, storage, security monitoring, and analytics; and the duration corresponds to the term of the applicable sub-processor agreement, which shall not exceed the term of this Agreement.

C. Competent Supervisory Authority

Appendix III – Annex I

Account Provider (AP)

A. List of Parties

Role	Party	Controller/Processor
Data Exporter	The counterparty to the MSA	Controller
Data Importer	Invela, Inc.	Controller

B. Description of Transfer

Categories of data subjects

For the avoidance of doubt, account holders and end consumers of the Data Exporter who have authorized data sharing are not data subjects under this Agreement. Invela, Inc. does not receive, access, or store personal data relating to the Data Exporter’s account holders or end consumers — including consumer financial account data, transaction data, consumer authentication data, or consumer identity documents — in identifiable form in connection with the Services.

Categories of personal data transferred

Personal data transferred under this Agreement is limited to the following categories: (a) identification and contact information of authorized users and business representatives; (b) professional and business information; (c) account and customer relationship data relating to the Data Exporter’s engagement with Invela, Inc., including subscription and API access records; (d) usage and interaction data; (e) device and technical data, including IP addresses, device identifiers, and browser data; (f) communications data; and (g) identity verification and due diligence data relating to authorized representatives, directors, officers, and beneficial owners, including government-issued identification and related KYB documentation, solely to the extent required for customer onboarding, KYB procedures, anti-money laundering and sanctions screening, and regulatory compliance.

For the avoidance of doubt, consumer financial account information and identifiers, transaction data and payment history, account balance and product information, consumer authentication and authorization data, and any other data relating to the Data Exporter’s account holders or end consumers are not transferred to or processed by Invela, Inc. under this Agreement.

Sensitive Data

For purposes of this Agreement, “Sensitive Data” means: (a) Special Categories of Personal Data as defined in Article 9 of the GDPR; (b) Sensitive Personal Information as defined under the CCPA/CPRA; and (c) Sensitive information within the meaning of PIPEDA.

The Parties acknowledge and agree that: the Account Provider may transfer limited categories of Sensitive Data to Invela, Inc. in connection with the Services, including government-issued identification and related identity verification data. Invela, Inc. shall process such Sensitive Data only to the extent required and permitted by applicable law and solely for the following purposes: identity verification and authentication; KYC and KYB onboarding procedures; anti-money laundering and sanctions screening; fraud detection, prevention, and security; and fulfilling applicable legal, regulatory, and financial services compliance obligations.

Restrictions on Use and Disclosure include: limiting access to Sensitive Data to authorized personnel with specialist training and a legitimate business need; not selling or sharing Sensitive Personal Information within the meaning of the CCPA/CPRA; not using Sensitive Data for advertising, profiling, or marketing purposes; and not disclosing Sensitive Data to third parties except to approved sub-processors bound by equivalent contractual safeguards or where required by law.

This Sensitive Data Processing Clause shall survive termination of the Agreement and shall prevail over any conflicting provisions relating to the processing of Sensitive Data.

Frequency of transfer

The transfer of data is continuous and ongoing, as initiated by consumer authorization events, account data requests, and related regulatory compliance and security activities.

Nature of the processing

The processing consists of the collection, recording, organization, structuring, storage, hosting, use, consultation, analysis, aggregation, disclosure, transfer, retention, and deletion of personal data, as necessary to facilitate consumer-authorized financial data sharing through the Services, perform identity verification and regulatory compliance activities, manage Account Provider relationships, ensure security and fraud prevention, and comply with applicable legal and regulatory obligations.

Purpose(s) of the data transfer and further processing

Personal data transferred under this Agreement is processed by Invela, Inc. for the purpose of enabling consumer-authorized sharing of financial account data via the Services; facilitating open banking regulatory compliance; performing identity verification, KYC/KYB, and AML/sanctions screening; managing Account Provider relationships and subscriptions; providing operational support; ensuring the security and integrity of the Services; conducting analytics; managing billing and business administration; and corporate transactions and legal compliance.

Data retention period

Personal data processed under this Agreement shall be retained only for as long as necessary to fulfill the purposes for which it was collected. Typical retention periods include: account and contact information for the duration of the customer relationship plus up to seven (7) years; transaction and financial account data as required by applicable financial services law and regulation; technical and device data for up to twenty-four (24) months; due diligence and KYC/KYB data as required by applicable law and regulation; and authorization and consent records for the duration of the active consumer authorization.

Sub-processors

Data Exporter authorizes Invela, Inc. to engage sub-processors to assist in providing the Services. Invela, Inc. shall maintain a current list of sub-processors and provide prior notice of any new sub-processor engagement. Data Exporter may object to a new sub-processor within ten (10) business days for reasonable data protection or security reasons. Invela, Inc. shall ensure that each sub-processor is bound by contractual obligations no less protective than those in this Agreement and shall remain liable for the acts and omissions of sub-processors. The subject matter of sub-processing comprises the provision of the Services as described above; the nature of processing includes hosting, storage, security monitoring, identity verification services, and analytics; and the duration corresponds to the term of the applicable sub-processor agreement, which shall not exceed the term of this Agreement.

C. Competent Supervisory Authority

Annex II

Technical and Organisational Measures Including Technical and Organisational Measures to Ensure the Security of the Data

Invela, Inc. has implemented the following technical and organisational measures to ensure a level of security appropriate to the nature, scope, context, and purpose of the processing activities carried out under this Agreement, including relevant certifications where applicable. For transfers to sub-processors, the specific measures applicable to each sub-processor are described at the end of this Annex.

1. Measures of Pseudonymisation and Encryption of Personal Data

Encryption of personal data in transit using TLS 1.2 or higher for all API connections and data transmissions; TLS 1.3 preferred.
Encryption of personal data at rest using AES-256 or equivalent for databases, storage systems, and backup media.
Tokenisation or pseudonymisation of consumer account credentials, access tokens, and financial identifiers where technically feasible.
Key management procedures including rotation schedules, access controls on key material, and hardware security module (HSM) use where applicable.

2. Measures for Ensuring Ongoing Confidentiality, Integrity, Availability, and Resilience

Multi-region or multi-zone infrastructure deployment to ensure availability and failover.
Service level commitments and uptime monitoring with defined recovery time objectives (RTOs) and recovery point objectives (RPOs).
Separation of production, test, and development environments.
Change management and release controls preventing unauthorised modification of production systems.

3. Measures for Ensuring the Ability to Restore Availability and Access to Personal Data

Automated and tested backup procedures for personal data, with defined frequency and retention periods.
Documented disaster recovery plan with regular testing cadence.
Incident classification and escalation procedures with defined recovery timelines by severity.

4. Processes for Regularly Testing, Assessing, and Evaluating the Effectiveness of Technical and Organisational Measures

Annual or more frequent penetration testing by qualified third-party assessors.
Vulnerability scanning and patch management programme with defined remediation SLAs.
Security review of new features and integrations (e.g., threat modelling, security code review).
Ongoing monitoring of security controls through SIEM or equivalent tooling.

5. Measures for User Identification and Authorisation

Multi-factor authentication (MFA) required for all employee and contractor access to systems processing personal data.
Role-based access controls (RBAC) limiting access to personal data on a need-to-know basis.
Privileged access management (PAM) controls for administrative and elevated access.
Regular access reviews and prompt de-provisioning upon role change or departure.
Unique user IDs; no shared credentials permitted.

6. Measures for the Protection of Data During Transmission

TLS 1.2 or higher enforced on all external API endpoints; TLS 1.3 preferred.
Certificate management and rotation procedures.
Secure webhook and callback mechanisms with request signing or token validation.
Prohibition on transmission of personal data via unencrypted channels (e.g., unencrypted email or HTTP).

7. Measures for the Protection of Data During Storage

Encrypted database storage for all personal data fields.
Encrypted storage for backup archives with access logging.
Encryption for object storage (e.g., server-side encryption or equivalent).
Documented data classification policy distinguishing personal data from non-personal data.

8. Measures for Ensuring Physical Security

Personal data is processed exclusively in data centres operated by reputable cloud infrastructure providers (e.g., AWS, GCP, or Azure) holding SOC 2 Type II and ISO 27001 certifications.
No on-premises server infrastructure storing personal data (or, where applicable, badge-controlled access, CCTV, and visitor management at any Invela-operated locations).
Physical media disposal procedures including certified destruction.
Personal data transferred to Invela, Inc. under this Agreement is processed and stored exclusively within the United States of America. Invela, Inc. does not process or store personal data transferred under this Agreement in any other country without prior written notice to the data exporter and, where required by applicable data protection law or by the terms of this Agreement, the implementation of appropriate additional safeguards for any such transfer. All cloud infrastructure used by Invela, Inc. to process personal data under this Agreement is provisioned in data centre regions located within the United States.

9. Measures for Ensuring Events Logging

Comprehensive audit logs of access to and processing of personal data, including user identity, timestamp, and action taken.
Logs retained for a minimum of 12 months and protected against tampering.
Alerting on anomalous access patterns and failed authentication attempts.
Log review procedures and escalation triggers.

10. Measures for Ensuring System Configuration

Security-hardened baseline configurations for servers, containers, and cloud services.
Infrastructure-as-code (IaC) practices enforcing consistent, reviewed configurations.
Prohibition on use of default or shared credentials in any production system.

11. Measures for Internal IT and IT Security Governance and Management

Designated information security function with defined responsibilities.
Documented information security policy reviewed at least annually.
Vendor and sub-processor security assessment programme, including review of technical and organisational measures for sub-processors with access to personal data.
Regular internal security audits and third-party assessments (e.g., SOC 2 Type II audit).
Formal risk assessment process for new processing activities.

12. Measures for Certification/Assurance of Processes and Products

Invela, Inc. commits to maintaining SOC 2 Type II certification and will provide updated reports upon reasonable request.

13. Measures for Ensuring Data Minimisation

API responses and data pipelines configured to return only data fields necessary for the stated purpose of each transfer.
Defined data collection policy specifying the categories of personal data collected for each MSA type.
Regular review of data flows to identify and eliminate unnecessary collection or retention.

14. Measures for Ensuring Data Quality

Procedures for correcting inaccurate personal data upon notification by a data subject or counterparty.
Data validation controls at ingestion to reject malformed or out-of-scope data submissions.

15. Measures for Ensuring Limited Data Retention

Documented retention schedule for each data category, aligned with the retention periods specified in Annex I.B of each applicable appendix.
Automated deletion or anonymisation workflows triggered at end of retention period.
Secure deletion procedures (e.g., cryptographic erasure or overwrite) for personal data on decommissioned systems or media.

16. Measures for Ensuring Accountability

Designated data protection point of contact for counterparty enquiries.
Documented procedures for responding to data subject rights requests and regulatory inquiries within applicable timeframes.
Breach notification procedures with defined internal escalation path and counterparty notification timeline consistent with Clause 8.5(e) of the SCCs.

17. Measures for Allowing Data Portability and Ensuring Erasure

Documented process for returning or deleting personal data upon termination of the Agreement or upon counterparty request.
Ability to export personal data in a structured, machine-readable format upon request.
Confirmation procedures (e.g., written certification of deletion) where required by the counterparty.

18. Measures for Ensuring the Security and Transparency of Automated Processing (including AI/ML)

Invela, Inc. does not use personal data transferred under this Agreement to train, fine-tune, or improve any artificial intelligence or machine learning model, algorithm, or automated system, except where the data exporter has provided express prior written instruction permitting such use and such use is otherwise permitted under applicable data protection law. Technical controls enforcing this prohibition include data isolation.
Logging and audit controls for any automated decision-making processes that process personal data.
Human review procedures for material automated decisions affecting data subjects.
Disclosure to counterparties of any AI/ML tools used in the processing of personal data, consistent with Clause 8 of the SCCs.

19. Measures for Ensuring Staff Awareness and Competence in Data Security

Mandatory information security and data protection training for all personnel with access to personal data at onboarding and at least annually thereafter.
Role-specific training for personnel handling Sensitive Data (including KYC/KYB, AML, and identity verification data), consistent with the specialist-training requirements set out in the Restrictions on Use and Disclosure sections of each appendix.
Acceptable use policy covering personal data handling, device security, and incident reporting obligations.
Documented offboarding procedure for personnel changing role or leaving Invela, Inc., including access revocation and equipment return.

20. Measures for Securing Identity Verification, KYC/KYB, and Financial Crime Screening Processes

Controls governing data sources, screening logic, and output handling for identity verification, KYC/KYB, and AML/sanctions screening processes.
Human review and quality assurance procedures for automated or semi-automated screening outputs.
Audit trail of screening decisions, including data sources consulted, results produced, and reviewer actions.
Procedures for managing false positives and escalating alerts, with documentation of outcomes.
Contractual and operational controls on third-party identity verification and screening sub-processors, including review of their technical and organisational measures.

Measures Applicable to Sub-Processors

Sub-processors engaged by Invela, Inc. to assist in the processing of personal data under this Agreement are required, by contract, to implement technical and organisational measures providing at least an equivalent level of protection as those set out in this Annex. Invela, Inc. maintains a current list of sub-processors (as referenced in the Sub-processors section of Annex I.B of each applicable appendix) and conducts periodic security assessments of sub-processors with access to personal data. Sub-processors’ relevant certifications (e.g., SOC 2 Type II, ISO 27001) are reviewed as part of the onboarding and periodic assessment process.

Part B: Applicable to Personal Data Transferred from the United Kingdom

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

VERSION B1.0, in force 21 March 2022

Part 1: Tables

Table 1: Parties

	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties’ details	Counterparty to the MSA	Invela, Inc.
Key Contact	As set out in the MSA	As set out in the MSA
Start date	Effective date of the MSA

Table 2: Selected SCCs, Modules and Selected Clauses

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information.

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: See Annex 1A of the Addendum EU SCCs
Annex 1B: Description of Transfer: See Annex 1B of the Addendum EU SCCs
Annex II: Technical and organisational measures: See Annex II of the Addendum EU SCCs

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes	Which Parties may end this Addendum as set out in Section 19
	Exporter

Part 2: 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:

Term	Definition
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 Table 2, including the Appendix Information.
Appendix Information	As set out in Table 3.
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 GDPR.
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 GDPR.
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 GDPR and the Data Protection Act 2018.
UK GDPR	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:

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;
Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
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:

References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
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”;
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.”;
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 GDPR that covers the onward transfer”;
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 GDPR that covers the onward transfer;”
References to “Regulation (EU) 2016/679” 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;
References to Regulation (EU) 2018/1725 are removed;
References to the “European Union,” “Union,” “EU”, “EU Member State,” “Member State” and “EU or Member State” are all replaced with the “UK”;
The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
Clause 13(a) and Part C of Annex I are not used;
The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
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;”;
Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales”;
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
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.