Data Protection Addendum

Last updated: April 8, 2022

This document (hereinafter referred as “DPA” or “Data Protection Addendum”) is meant to be concluded between Iteration X and its customers. It completes the statements of our Privacy policy, publicly available at www.iterationx.com/privacy

If you have any doubt about the definition of some terms written with a capital first letter, refer to this Privacy policy.

 

Please fulfill the information below for us to be able to generate your DPA and submit it to your approval : 

(fulfill only the appropriate part of the following)

If you represent a company using our Platform:

  • Your company name : 
  • Your professional email address used for your account creation on our Platform :
  • Your firstname :
  • Your last name : 
  • Your position : 
  • Please confirm you have the legal right to represent your company : 

If you are natural person, using our Platform and Services in your proper name : 

  • Your firstname :
  • Your last name : 
  • Your email address used for your account creation on our Platform :

Between 

You  (hereinafter “you”, “You”, “User”  “your”, “Your”, “data exporter” or the “controller”)of the one part,

 

AND 

Iteration X, and represented by Mr. Mehdi DJABRI, CEO (hereinafter, "the processor", “us”, “Us”, “we”, “our”, “Our”, “data importer” or “We”) of the other part, 

I. Purpose 

When you subscribe to our Services and Platform, you also start to process Personal Data using them.

The purpose of these clauses is to define the conditions in which the processor undertakes to carry out, on the controller's behalf, the personal data processing operations defined below. As part of their contractual relations, the parties shall undertake to comply with the applicable regulations on personal data processing and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 which is applicable from 25 May 2018 (hereinafter "the General Data Protection Regulation"). 

II. Description of the processing being subcontracted out 

The processor is authorized to process, on behalf of the controller, the necessary personal data for providing the Services through the Platform. The nature of operations carried out on the data is :

  • storage and hosting of the Personal Data contained in the content generated by the data controller using of the Services and the Platform;
  • collaboration with the data controller to respond to Personal Data subjects exercised one of his or her individual rights.. 

The purpose of these processing activities are to enable the data controller to use the Platform and Services. All the purposes of the data processings done by the data controller using our Services and Platform are defined by you.

The Personal data processed are all the one contained in the content generated by the data controller using. This can include : 

  • name, photographs, 
  • job position, 
  • discussions, 
  • employer 
  • company name.

The creation of content using our Services and Platform is up to the data controller.

The categories of data subjects could be : 

  • the controller ;
  • the persons working the data controller using our Platform and Services ;
  • the persons concerned by Personal data contained in web pages modified using our Platform ;
  • the persons concerned by Personal data contained in discussions and comments made using our Platform. 

To perform the service covered herein, the controller shall provide the processor with the following necessary information : 

  • Your company name (if applicable) ;
  • Your firstname ;
  • Your last name ;
  • Your position (if applicable)
  • Authentication identity provider (if applicable)
  • Your avatar photograph (not mandatory)

III. Duration of the contract 

This contract enters into force when it is accepted by the Parties for a duration corresponding to the one of the contract binding the Parties after the data controller subscription to the Services and Platform of the data processor.

This subscription results from the creation of an account on the Platform. 

IV. Processor's obligations with respect to the controller 

The processor shall undertake to: 

1. process the data solely for the purpose(s) subject to the sub-contracting 

2. process the data in accordance with the documented instructions from the controller. These instructions are made up by : the Privacy Policy, the DPA, the Standard Contractual Clauses (Appendix 1) and the Terms of Service ruling the relationship between the Parties. Where the processor considers that an instruction infringes the General Data Protection Regulation or of any other legal provision of the Union or of Member States bearing on data protection, it shall immediately inform the controller thereof. Moreover, where the processor is obliged to transfer personal data to a third country or an international organisation, under Union law or Member State law to which the processor is subject, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest

3. guarantee the confidentiality of personal data processed hereunder 

4. ensure that the persons authorised to process the Personal data :  

  • have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality 
  • receive the appropriate personal data protection training 

5. take into consideration, in terms of its tools, products, applications or services, the principles of data protection by design and by default 

6. The processor may engage other processors (hereinafter "the sub-processors") to conduct specific processing activities. In this case, the processor shall inform the controller of any intended changes concerning the addition or replacement of sub-processors. This information will be provided on a webpage accessible at the following URL : www.iterationx.com/data-processors. This information must clearly indicate which processing activities are being subcontracted out, the name and contact details of the sub-processor and the dates of the subcontract. The controller has a minimum timeframe of 1 day from the date on which the information is published on the mentioned above dedicated web page. Such sub-contracting is only possible where the controller has not objected thereto within the agreed timeframe. If the controller does not agree with the processor’s choice for the selection of any sub-processor, then the controller or the processor can freely put an end to their contractual relationships.

7. Data subjects' right to information

It is the controller's responsibility to inform the data subjects concerned by the processing operations at the time data are being collected. 

8. Exercise of data subjects' rights 

The processor shall assist the controller, insofar as this is possible, for the fulfillment of its obligation to respond to requests for exercising the data subject's rights: right of access, to rectification, erasure and to object, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling). Choose one of the following two options 

Where the data subjects submit requests to the processor to exercise their rights, the processor must forward these requests as soon as they are received by email or by notifications on the Platform. The email address used to that end, if so, will be the one used for the account creation of the controller on our Platform.

9. Notification of personal data breaches 

The processor shall notify the controller of any personal data breach not later than 48 hours after having become aware of it and via email or notifications on the Platform. Said notification shall be sent along with any necessary documentation to enable the controller, where necessary, to notify this breach to the competent national authority. 

In case the data breach impacts Personal data processed by you and also other users of the Platform and Services, then the notification to the national authorities will be performed by the processor. Otherwise, if the data breach concerns Personal data only processed by you, then the controller will be the one responsible for notifying this breach to the competent national authorities.

The notification shall at least:  describe the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;  communicate the name and contact details of the data protection officer or other contact point where more information can be obtained;  describe the likely consequences of the personal data breach;  describe the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects. 

Where, and in so far as, it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay. 

The communication to the data subject shall describe in clear and plain language the nature of the personal data breach and at least  describe the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;  communicate the name and contact details of the data protection officer or other contact point where more information can be obtained;  describe the likely consequences of the personal data breach;  describe the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects. 

10. Assistance lent by the processor to the controller regarding compliance with its obligations 

The processor assists the controller in carrying out data protection impact assessments. The processor assists the controller with regard to prior consultation of the supervisory authority. 

11. Security measures 

The processor undertakes to implement the security measures that are described in the web page publicly available at the following www.iterationx.com/security

12. Fate of data 

At the end of the service bearing on the processing of such data, the processor undertakes to: destroy all Personal data processed on behalf of the controller.

Once destroyed, the processor must demonstrate, in writing, that this destruction has taken place. This will be assumed to be accomplished by the sending of an email notification during the unsubscribe process (ie. the controller’s account deletion).

13. The Data Protection Officer 

The processor communicates to the controller the name and contact details of its data protection officer, if it has designated one in accordance with Article 37 of the GDPR. This communication is meant to be done using the dedicated features of our Platform, that are accessible after the authentication of the controller on our Platform.

14. Record of categories of processing activities 

The processor states that it maintains a written record of all categories of processing activities carried out on behalf of the controller, containing: 

  • the name and contact details of the controller on behalf of which the processor is acting, any other processors and, where applicable, the data protection officer; 
  • the categories of processing carried out on behalf of the controller; 
  • where applicable, transfers of personal data to a third country or an international organisation, including the identification of that third country or international organisation and, in the case of transfers referred to in the second subparagraph of Article 49(1) of the GDPR, the documentation of suitable safeguards; 
  • where possible, a general description of the technical and organisational security measures, including inter alia: o the pseudonymisation and encryption of personal data; 
  • the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; 
  • the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; 
  • a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. 

15. Documentation 

The processor provides the controller with the relevant documentation that it has in its possession for demonstrating compliance with all of its obligations and for allowing the controller or any other auditor it has authorised to conduct audits, including inspections, and for contributing to such audits. 

The conduct of audits might be subject to billing as it might take some time for our collaborators. A fair price will be negotiated between the parties before the performance of the audits and the corresponding billing.

V. Controller's obligations with respect to the processor 

The controller undertakes to: 

1. provide the processor with the data mentioned in II hereof 

2. document, in writing, any instruction bearing on the processing of data by the processor 

3. ensure, before and throughout the processing, compliance with the obligations set out in the General Data Protection Regulation on the processor's part 

4. supervise the processing, including by conducting audits and inspections with the processor.

VI. Data transfers outside the EU

Using our Platform, the controller knows that the performance of data processings on its behalf by us implies data transfers outside the EU. 

Therefore, the controller is responsible for informing the data subjects concerned by the processed Personal data that such data transfers are possible.

To give a legal framework to these data transfers, the Parties refer to the Standard Contractual Clauses appended to this DPA (Appendix).

VII. Acceptance and modifications

The DPA and its related Standard Contractual Clauses are subject to future modifications. Therefore, in case modifications are necessary, the Parties will proceed to a new agreement to validate the modifications. These potential future agreements will directly refer to and will be part of the DPA.

By signing this document, including its Appendix that is made of the Standard Contractual Clauses and their related Annexes, the Parties accept all of its statements without any reserve.

For the controller, the signature of this document can be done through third party online solutions or by checking of a dedicated checkbox accessible in the Settings section of your account on our Platform. 

Appendix 

STANDARD CONTRACTUAL CLAUSES

For the meaning of all capitalized terms that are not explicitly defined hereinafter, please refer to the Privacy policy (www.iterationx.com/privacy), the Data Protection Addendum (www.iterationx.com/dpa-scc) and the Terms of Service (www.iterationx.com/tos).

SECTION I

Clause 1

Purpose and scope 

  1. 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.
  2. The Parties:
  1. 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
  2. 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”). 

  1. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. 
  2. 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

  1. 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. 
  2. 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

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
  1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  2. Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
  3. Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
  4. Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
  5. Clause 13;
  6. Clause 15.1(c), (d) and (e);
  7. Clause 16(e);
  8. Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
  1. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

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

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7 - Optional

Docking clause

  1. 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.  
  2. 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.
  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

8.1 Instructions

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

8.2 Purpose limitation

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

8.3 Transparency 

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

8.4 Accuracy

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

8.5 Duration of processing and erasure or return of data

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

8.6 Security of processing

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

8.7 Sensitive data

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

8.8 Onward transfers

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

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

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

8.9 Documentation and compliance

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

Clause 9

Use of sub-processors

  1. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 1 (one) day in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object. 
  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract. 
  5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

  1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
  2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required. 
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

  1. 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. 
  2. 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.   
  3. 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: 
  1. 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;
  2. refer the dispute to the competent courts within the meaning of Clause 18.
  1. 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. 
  2. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  3. 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

  1. 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. 
  2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses. 
  3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
  5. 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.
  6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

  1. [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. 

  1. 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

  1. 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.
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
  1. 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; 
  2. 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; 
  3. 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.
  1. 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.
  2. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  3. 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).
  4. 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

  1. 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: 
  1. 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
  2. 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.
  1. 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. 
  2. 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.).
  3. 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. 
  4. 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

  1. 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).
  2. 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.
  3. 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

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason. 
  2. 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).
  3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
  1. 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; 
  2. the data importer is in substantial or persistent breach of these Clauses; or
  3. 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. 

  1. 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. 
  2. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679. 

Clause 17

Governing law

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

Clause 18

Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  1. The Parties agree that those shall be the courts of FRANCE.
  2. 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. 
  3. The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEXES 

ANNEX I

A. LIST OF PARTIES

Data exporter(s): 

Identity : You (the User)

Address : as previously specified in the DPA

Activities relevant to the data transferred under these Clauses: activities related to the collaboration with the collaboration between the controller and the processor to handle data subject requests, and also related to the storage and hosting of all the Personal data generated by the controller while using the processor’s Services and Platform, in accordance with the Terms of Service, the Privacy policy and the present DPA.

Role : controller

Data importer(s): 

Identity : Us (Iteration X) 

Address : as previously specified in the DPA

Activities relevant to the data transferred under these Clauses: activities related to the collaboration with the collaboration between the controller and the processor to handle data subject requests, and also related to the storage and hosting of all the Personal data generated by the controller while using the processor’s Services and Platform, in accordance with the Terms of Service, the Privacy policy and the present DPA.

Role : processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

The categories of data subjects could be : 

  • You
  • the persons working the data controller using our Platform and Services
  • the persons concerned by Personal data contained in web pages modified using our Platform,
  • the persons concerned by Personal data contained in discussions and comments made using our Platform. 

Categories of personal data transferred

The Personal data processed are all the one contained in the content generated by the data controller using. This can include : 

  • name, photographs, 
  • job position, 
  • discussions, 
  • employer 
  • company name.

The frequency of the transfer 

The storage and hosting of the processed Personal data is normally performed within the EEA, in Ireland. However, for legal obligations that apply to Us, the United States of America national authorities might require from Us to transfer and communicate these Personal data. Therefore, the data transfers might occur only when we are required to do so, after the receipt of an administrative demand to do so.

Nature of the processing

Communication of the stored and hosted data to USA national authorities and the pursuance of the hosting and storage of this data to continue the provision of our Platform and Services.

Purpose(s) of the data transfer and further processing

Comply with the legal requirements that apply to Us and the processing of these data according to the USA law.

Continue to provide our Platform and Services in accordance with our DPA, our Privacy policy and our Terms of Use

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

The period for which the personal data will be retained is determined by the rules detailed in the section 6 of our Privacy policy (www.iterationx.com/privacy) and following the instructions of the User, as stated in the DPA to which the present Standard Contractual clauses are appended to.

For transfers to (sub-) processors

We rely on the services of Amazon Web Services Ireland for the sole requirements of the communication of the stored and hosted data to USA national authorities and the pursuance of the hosting and storage of this data to continue the provision of our Platform and Services.

Therefore, if we need to transfer the data outside the EEA, Amazon Web Services Inc. is the recipient that would assume the provision of these services in place of its Irish subsidiary.

The duration of this processing would be defined by the national authorities who would have asked us to proceed to the data transfer.

C. COMPETENT SUPERVISORY AUTHORITY

The french national supervisory authority : the CNIL,  3 Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07.

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

All the security measures we implement are described in the content of the web page accessible at the following URL : www.iterationx.com/security

Concerning the security measures implemented by Amazon Web Services, please refer to this there documentation, publicly available at this URL : https://aws.amazon.com/fr/security/security-learning/?whitepapers-main.sort-by=item.additionalFields.sortDate&whitepapers-main.sort-order=desc&awsf.whitepapers-content-type=*all

ANNEX III – LIST OF SUB-PROCESSORS

As mentioned previously, we rely only on Amazon Web Services as a sub-processor for the sole processing subject to these Standard Contractual Clauses.

Amazon Web Services Inc. has its headquarters at 440 TERRY AVENUE NORTH 99404 WA SEATTLE (USA).  

Amazon Web Services is in charge of the hosting and storage infrastructure maintenance and provision that is necessary for the functioning of our Services and Platform.

For more information about the other sub-processors that we work with to provide our Platform and Services, but that does not interfere or intervene in the performance of the processing subject to the present Standard Contractual Clauses, please refer to the web page accessible at this www.iterationx.com/data-processors.

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