Legal guidelinesTerms important for the use of FrontCore
Data Processing Addendum
Last updated: 29.06.2018 14:48
This Data Processing Addendum (“DPA”) applies to Organizers that are required to adhere to the EU General Data Protection Regulation (GDPR), or equivalent legislation, and that require FrontCore to process Personal Data on their behalf as they use the Services of FrontCore.
References to “you” or Data Controller, except as otherwise specified as in Section 3.3, in this DPA means Organizer, and references to “we”, “us”, “our” and Data Processor means FrontCore, except as otherwise specified as in Section 3.3.
The terms of this DPA forms part of the FrontCore Terms of Service and/or any other applicable services agreement/contract between you and FrontCore (hereinafter identified as the “Agreement”) for the purchase of FrontCore services (identified either as “Services” or otherwise in the applicable, and hereinafter defined as “Services”) to reflect the parties’ agreement with regard to the Processing of Personal Data.
The terms used in this DPA shall have the meanings set forth in this DPA. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.
In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement. Except where the context requires otherwise, references in this DPA to the Agreement are to the Agreement as amended by, and including, this DPA.
In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
“Contracted Processor” means FrontCore or a Sub-processor;
“Services” means the services and other activities to be supplied to or carried out by or on behalf of FrontCore for Organizer pursuant to the Agreement;
“Sub-processor” means any person (including any third party) but excluding an employee of FrontCore or any of its sub-contractors) appointed by or on behalf of FrontCore to Process Personal Data on behalf of Organizer in connection with the Agreement; and
“GDPR” means EU General Data Protection Regulation 2016/679;
“Data Protection Law” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country
The terms “personal data”, “special categories of personal data”, “process/processing”, “controller”, “processor”, “data subject”, “supervisoring authority”, “pseudonymisation”, “technical and organisational measures” and “personal data breach” as used in this DPA shall be understood in accordance with applicable Data Protection Legislation, including the General Data Protection Regulation.
3 DPA applicability and scope of data processing activities
3.1 Organizer as Data Controller
When using FrontCore Services, for the purposes of applicable Data Protection Laws, Organizer is a Data Controller when Processing Personal Data. Organizer agrees to Process such Personal Data in accordance with Organizer’s obligations under applicable Data Protection Laws.
3.2 FrontCore as Data Processor
Where FrontCore Processes Personal Data on behalf of Organizer as part of the Services, FrontCore is a Data Processor in performing such Processing and Organizer is the Data Controller. This includes, circumstances where FrontCore collects Personal Data as a result of the provision of the course and training management solution to the Organizer (for example, where FrontCore facilitates the transmission of emails to Attendees, instructors, internal users, and/or bookers) prints diplomas, downloads list of participants, features lists of registered participants, changes Attendees’ orders, processes payments, or provides dashboard business reports).
3.3 FrontCore as Data Controller
In conjunction with some Processing of Personal Data, FrontCore may act as a Data Controller, for instance, when Attendees (Data subjects) have engaged with parts of FrontCore’s solutions beyond those relating to Organizers events, including, but not limited to My page, or when FrontCore is processing Personal Data to conduct research/analysis with the objective to improve FrontCore products and features, as well as provide targeted recommendations.
4 Data processing clauses
To the degree that FrontCore Processes Personal Data as a Data Processor on behalf of Organizer, this DPA shall apply, and FrontCore will accordingly then be the Data Processor. When FrontCore is operating as a Data Controller of Personal Data, as specified in section 3.3, FrontCore’s Processing of Personal Data shall not be subject to this DPA.
FrontCore may only process the Personal Data in compliance with documented instructions from the Data Controller, including transfer of Personal Data to any third country or international organisation. If, in exceptional cases, FrontCore is instructed to process Personal Data, including transferring Personal Data to a third country or an international organisation, and this does not follow from the instructions of the Data Controller but is pursuant to EU or member state law to which FrontCore is subject, then FrontCore must notify the Data Controller of such legal requirements before commencing the processing unless such notification is prohibited on important grounds of public interest.
FrontCore may not process the Personal Data for its own purposes, unless explicitly agreed to in this DPA, as specified in section 3.3, and to the extent that FrontCore is required to do so by European Union and/or member state law. In such an event, FrontCore shall, to the extent permitted by law, give Data Controller prior notification of any such legal requirement and, to the extent possible, allow Data Controller to object thereto.
The Personal Data to be processed by Data Processor, the categories of data subjects and the processing activities are set out in Annex 1 to this DPA.
FrontCore shall take the necessary technical and organisational measures to ensure that any person including own employees and external consultants performing work for Data Processor, who have access to the Personal Data, does not process such Personal Data except on instructions from Data Controller.
FrontCore shall, upon request from Data Controller, provide Data Controller with sufficient information in order for Data Controller to ensure compliance with the requirements and obligations in applicable Data Protection Legislation. FrontCore shall also allow for, and contribute to, audits, including inspections, conducted by Data Controller or an auditor mandated by Data Controller.
FrontCore is bound by confidentiality and may not, without authorisation, copy, disclose or use the Personal Data. FrontCore must ensure that e.g. employees or external consultants authorised to process Personal Data have assumed a contractual confidentiality obligation or are subject to a statutory obligation of secrecy.
FrontCore must ensure that access to the Personal Data is limited to employees and external consultants with a work-related need.
5 Security measures
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, FrontCore shall in relation to the Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
FrontCore shall also comply with any security requirements incumbent on FrontCore under applicable Data Protection Legislation, including applicable security requirements in the country in which FrontCore is established.
In assessing the appropriate level of security, FrontCore shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
6 Data Protection Impact Assessment and Prior Consultation
FrontCore shall provide reasonable assistance to Data Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Data Controller reasonably considers to be required of Data Controller by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
7 Personal Data Breach
FrontCore shall notify Data Controller without undue delay after becoming aware of a personal data breach. Further, FrontCore shall assist Data Controller in ensuring compliance with Data Controller’s obligations to (i) document any personal data breach, (ii) notify the applicable supervisory authority/authorities of any personal data breach, and (iii) inform any applicable data subject(s) of such personal data breach, if this is required under Articles 33 and 34 of General Data Protection Regulation.
FrontCore shall co-operate with Data Controller and take such reasonable commercial steps as are directed by Data Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8 Data subject rights
Taking into account the nature of the Processing, FrontCore shall assist Data Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligations, as reasonably understood by Data Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
FrontCore shall: promptly notify Data Controller if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Personal Data.
Data Controller authorises FrontCore to appoint (and permit each Sub-processor appointed in accordance with this section 9 to appoint) Sub-processors in accordance with this section 9 and any restrictions in the Agreement.
Data Controller hereby consents to FrontCore’s current Sub-processors (i.e. those listed on FrontCore’s website on the Effective Date of this DPA, as well as those listed on FrontCore’s website as of the Effective Date of the Agreement) (“Current Sub-Processors”) to Process Personal Data on its behalf.
FrontCore shall give Data Controller prior written notice of the appointment of any new or replacement Sub-processor, including full details of the Processing to be undertaken by the Sub-processor. If, within ten (10) days of receipt of that notice, Data Controller notifies FrontCore in writing of any objections (on reasonable grounds) to the proposed appointment:
Provided that Data Controller’s objection: (i) concerns the Sub-Processor’s ability to allow FrontCore to materially comply with its data protection obligations under this DPA; and (ii) includes sufficient detail to support its objection and provide specific examples, FrontCore will then use commercially reasonable efforts to review and respond to Data Controller’s objection within thirty (30) days of receipt of Data Controller’s objection with FrontCore’s determined method of accommodation.
If FrontCore determines in its sole discretion that it cannot reasonably accommodate Data Controller’s objection, upon notice from FrontCore, Data Controller may choose to terminate the Agreement by providing written notice to FrontCore, and complying with the terms herein, which shall be Data Controller’s sole and exclusive remedy. Without limiting the generality of the foregoing, Data Controller’s termination right under this Section 9.3.2 will be deemed an additional termination right of Data Controller under the “Term” section of the Terms of Service in the Agreement and if exercised will be deemed a termination pursuant to such Section.
With respect to each Sub-processor, FrontCore shall:
before the Sub-processor first Processes Personal Data carry out adequate due diligence to ensure that the Sub-processor is capable of providing the level of protection for Personal Data required by the Agreement;
ensure that the arrangement between on the one hand (a) FrontCore, or (b) the relevant intermediate Sub-processor; and on the other hand the Sub-processor, is governed by a written contract including terms which offer at least the same level of protection for Personal Data as those set out in this DPA and meet the requirements of article 28(3) of the GDPR;
10 Transfers of personal data to a third country
Subject to section 10.2, The Standard Contractual Clauses at Annex 2 will apply with respect to Personal Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the Data Protection Law).
Section 10.1 shall not apply to a transfer to a third country unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant transfer to take place without breach of applicable Data Protection Law.
11 Demonstration of compliance and audit rights
Subject to section 11.2, FrontCore shall make available to Data Controller on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by any Data Controller or an auditor mandated by any Data Controller in relation to the Processing of the Personal Data by the Contracted Processors.
Data Controller undertaking an audit shall give FrontCore reasonable notice of any audit or inspection to be conducted under section 11.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Contracted Processors’ premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:
to any individual unless he or she produces reasonable evidence of identity and authority
outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Data Controller undertaking an audit has given notice to FrontCore that this is the case before attendance outside those hours begins; or
for the purposes of more than one audit or inspection, in respect of each Contracted Processor, every three years, except for any additional audits or inspections which:
Data Controller undertaking an audit reasonably considers necessary because of genuine concerns as to Contracted Processor’s compliance with this Addendum; or
Data Controller is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory, where Data Controller undertaking an audit has identified its concerns or the relevant requirement or request in its notice to Data Controller of the audit or inspection.
The relevant auditor must be subject to confidentiality obligations, either under an agreement or law.
12 Term of processing and deletion or return of data
This DPA shall take effect when the Agreement is entered into, and shall be in force until the Agreement is terminated.
Upon termination of the Agreement FrontCore must return all Personal Data at the request of the Data Controller or assign the Personal Data to a new data processor on the instruction of the Data Controller. Thereafter, except for that Personal Data with respect to which FrontCore acts as a Data Controller, FrontCore must delete all existing copies of the Personal Data at the request of the Data Controller, unless EU or member state law prescribes requirements for the continued storage of the Personal Data.
13 General terms
FrontCore must assist the Data Controller to ensure that all obligations under Art. 32-36 of the General Data Protection Regulation and other applicable data protection and information security legislation are met, i.e. security measures, notification of supervisory authorities, notification of individuals, preparation of data protection impact assessments and prior consultation of the supervisory authorities.
FrontCore must immediately notify the Data Controller if FrontCore believes that an instruction violates the General Data Protection Regulation or other data protection provisions in other EU law or member states’ national law.
DETAILS OF PROCESSING OF COMPANY PERSONAL DATA
This Annex 1 includes certain details of the Processing of Company Personal Data as required by Article 28(3) GDPR.
- Subject matter and duration of the Processing of Personal Data
The subject matter and duration of the Processing of the Personal Data are set out in the Agreement and this DPA
- CATEGORIES OF DATA SUBJECTS
Processing by Data Processor may relate to, but is not limited to the following categories of data subjects:
- Prospective training-/course applicants
- Users employed by Organizer with access to FrontCore
- Employees of customers of Organizers, for example course coordinators, HR personnel, etc
- TYPES OF PERSONAL DATA
Processing by Data Processor may relate to, but is not limited to the following types of personal data:
- Name (first, middle and last)
- phone numbers,
- e-mail addresses,
- mailing addresses,
- profession/work position,
- previous qualifications,
- other Organizer specific information the Organizer of an event request to process a booking.
- PROCESSING ACTIVITIES
The personal data may be subject to, but not be limited to the following processing activities:
Collection, review, processing, transfer, storage, deletion etc in connection with and for the purpose of performance of the Agreement.
- The obligations and rights of DATA CONTROLLER
The obligations and rights of Data Controller are set out in the Agreement and this DPA.
Standard Contractual Clauses (Processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection,
The Organizer, as defined in the FrontCore Terms of Service (the “data exporter”)
FrontCore AS, Rolfsbuktveien 4D, 1364 Fornebu, Norway (the “data importer”),
each a ‘party’; together ‘the parties’,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses.
For the purposes of the Clauses:
- ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; [If these Clauses are governed by a law which extends the protection of data protection laws to corporate persons, the words “except that, if these Clauses govern a transfer of data relating to identified or identifiable corporate (as well as natural) persons, the definition of “personal data” is expanded to include those data” are added.]
- ‘the data exporter’ means the controller who transfers the personal data;
- ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words “and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC” are deleted.]
- ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
- ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
- ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
- that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
- that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
- that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
- that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
- that it will ensure compliance with the security measures;
- that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words “within the meaning of Directive 95/46/EC” are deleted.]
- to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
- to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
- to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
- that it will promptly notify the data exporter about:
- any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
- any accidental or unauthorised access, and
- any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
- to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
- at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
- to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
- that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
- that the processing services by the subprocessor will be carried out in accordance with Clause 11;
- to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
- The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
- The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
- to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
- to refer the dispute to the courts in the Member State in which the data exporter is established.
- The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
- The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
- The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Obligation after the termination of personal data processing services
- The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
- The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix
The data exporter is the Organizer, as defined by the FrontCore Terms of Service
The data importer is FrontCore AS, a provider of course and training management software solutions
Categories of data subjects set out under Annex 1 of the Data Processing Agreement to which the Clauses are attached.
Categories of data
Categories of personal data set out under Annex 1 of the Data Processing Agreement to which the Clauses are attached.
Special categories of data (if appropriate)
The parties do not anticipate the transfer of special categories of data.
The processing activities set out under Annex of the Data Processing Agreement to which the Clauses are attached: