SECTION I

Clause 1

Purpose and scope

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

(b)   The Parties:

(i)        the natural or legal person(s), public authority/ies, agency/ies or other body/ies
(hereinafter ‘entity/ies’) transferring the personal data, as listed in in the
DPA (hereinafter each ‘data exporter’), and

(ii)       the entity/ies in a third country receiving the personal data from the data
exporter, directly or indirectly via another entity also Party to these
Clauses, as listed in the DPA (hereinafter each ‘data importer’) have agreed to
these standard contractual clauses (hereinafter: ‘Clauses’).

(c)        These Clauses apply with respect to the transfer of personal data as specified in the DPA.

Clause 2

Effect and invariability of the Clauses

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

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

Clause 3

Third-party beneficiaries

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

(i)        Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii)      Clause 8.5 (e) and Clause 8.9(b);

(iii)    N/A

(iv)  Clause 12(a) and (d);

(v)   Clause 13;

(vi)  Clause 15.1(c), (d) and (e);

(vii)    Clause 16(e);

(viii)   Clause 18(a) and (b).

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

Clause 4

Interpretation

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

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

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

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7 – Optional

Docking clause

(a)        An entity that is not a Party to these Clauses may, with the agreement of the
Parties, accede to these Clauses at any time, either as a data exporter or as a
data importer, by signing the DPA.

(b)   Once it has signed the DPA, 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 the DPA.

(c)        The acceding entity shall have no rights or obligations arising under these Clauses
from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

8.1       Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in the DPA. It may only process the personal data for another purpose:

(i)        where it has obtained the data subject’s prior consent;

(ii)       where necessary for the establishment, exercise or defence of legal claims in the
context of specific administrative, regulatory or judicial proceedings; or

(iii)      where necessary in order to protect the vital interests of the data subject or of
another natural person.

8.2       Transparency

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

(i)        of its identity and contact details;

(ii)       of the categories of personal data processed;

(iii)      of the right to obtain a copy of these Clauses;

(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful
information), the purpose of such onward transfer and the ground therefore
pursuant to Clause 8.7.

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

(c)        On request, the Parties shall make a copy of these Clauses, including the Appendix
as completed by them, available to the data subject free of charge. To the
extent necessary to protect business secrets or other confidential information,
including personal data, the Parties may redact part of the text of the
Appendix prior to sharing a copy, but shall provide a meaningful summary where
the data subject would otherwise not be able to understand its content or
exercise his/her rights. On request, the Parties shall provide the data subject
with the reasons for the redactions, to the extent possible without revealing
the redacted information.

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

8.3       Accuracy and data minimisation

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

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

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

8.4       Storage limitation

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

8.5       Security of processing

(a)        The data importer and, during transmission, also the data exporter shall implement
appropriate technical and organisational measures to ensure the security of the
personal data, including protection against a breach of security leading to
accidental or unlawful destruction, loss, alteration, unauthorised disclosure
or access (hereinafter ‘personal data breach’). In assessing the appropriate
level of security, they shall take due account of the state of the art, the
costs of implementation, the nature, scope, context and purpose(s) of
processing and the risks involved in the processing for the data subject. The
Parties shall in particular consider having recourse to encryption or
pseudonymisation, including during transmission, where the purpose of
processing can be fulfilled in that manner.

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

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

(d)   In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse
effects.

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

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

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

8.6       Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric
data for the purpose of uniquely identifying a natural person, data concerning health
or a person’s sex life or sexual orientation, or data relating to criminal
convictions or offences (hereinafter ‘sensitive data’), the data importer shall
apply specific restrictions and/or additional safeguards adapted to the
specific nature of the data and the risks involved. This may include
restricting the personnel permitted to access the personal data, additional
security measures (such as pseudonymisation) and/or additional restrictions
with respect to further disclosure.

8.7       Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these
Clauses, under the appropriate Module. Otherwise, an onward transfer by the
data importer may only take place if:

(i)        it is to a country benefitting from an adequacy decision pursuant to Article 45 of
Regulation (EU) 2016/679 that covers the onward transfer;

(ii)       the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or
47 of Regulation (EU) 2016/679 with respect to the processing in question;

(iii)      the third party enters into a binding instrument with the data importer ensuring
the same level of data protection as under these Clauses, and the data importer
provides a copy of these safeguards to the data exporter;

(iv)  it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative,
regulatory or judicial proceedings;

(v)   it is necessary in order to protect the vital interests of the data subject or of another natural person;
or

(vi)  where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having
informed him/her of its purpose(s), the identity of the recipient and the
possible risks of such transfer to him/her due to the lack of appropriate data
protection safeguards. In this case, the data importer shall inform the data
exporter and, at the request of the latter, shall transmit to it a copy of the
information provided to the data subject.

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

8.8       Processing under the authority of the data importer     

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

8.9       Documentation and compliance

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

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

Clause 9

Use of sub-processors

N/A

Clause 10

Data subject rights

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

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

(i)        provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to
him/her and the information in the DPA; if personal data has been or will be
onward transferred, provide information on recipients or categories of
recipients (as appropriate with a view to providing meaningful information) to
which the personal data has been or will be onward transferred, the purpose of
such onward transfers and their ground pursuant to Clause 8.7; and provide
information on the right to lodge a complaint with a supervisory authority in
accordance with Clause 12(c)(i);

(ii)       rectify inaccurate or incomplete data concerning the data subject;

(iii)      erase personal data concerning the data subject if such data is being or has been
processed in violation of any of these Clauses ensuring third-party beneficiary
rights, or if the data subject withdraws the consent on which the processing is
based.

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

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

(i)        inform the data subject about the envisaged automated decision, the envisaged
consequences and the logic involved; and

(ii)       implement suitable safeguards, at least by enabling the data subject to contest the
decision, express his/her point of view and obtain review by a human being.

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

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

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

Clause 11

Redress

(a)        The data importer shall inform data subjects in a transparent and easily accessible
format, through individual notice or on its website, of a contact point
authorised to handle complaints. It shall deal promptly with any complaints it
receives from a data subject.

 (b)      In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c)        Where the data subject invokes a third-party beneficiary right pursuant to Clause 3,
the data importer shall accept the decision of the data subject to:

(i)        lodge a complaint with the supervisory authority in the Member State of his/her
habitual residence or place of work, or the competent supervisory authority
pursuant to Clause 13;

(ii)       refer the dispute to the competent courts within the meaning of Clause 18.

(d)   The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e)        The data importer shall abide by a decision that is binding under the applicable EU
or Member State law.

(f)        The data importer agrees that the choice made by the data subject will not
prejudice his/her substantive and procedural rights to seek remedies in
accordance with applicable laws.

Clause 12

Liability

(a)   Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

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

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

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

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

Clause 13

Supervision

(a)   Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation
(EU) 2016/679 as regards the data transfer, as indicated in the DPA, 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 the
DPA, 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 the DPA, shall act as competent supervisory authority.

(b)  The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit
to audits and comply with the measures adopted by the supervisory authority,
including remedial and compensatory measures. It shall provide the supervisory
authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS
BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

 (a)       The Parties warrant that they have no reason
to believe that the laws and practices in the third country of destination
applicable to the processing of the personal data by the data importer,
including any requirements to disclose personal data or measures authorising
access by public authorities, prevent the data importer from fulfilling its
obligations under these Clauses. This is based on the understanding that laws
and practices that respect the essence of the fundamental rights and freedoms
and do not exceed what is necessary and proportionate in a democratic society
to safeguard one of the objectives listed in Article 23(1) of Regulation (EU)
2016/679, are not in contradiction with these Clauses.

(b)  The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements.

(i)        the specific circumstances of the transfer, including the length of the processing
chain, the number of actors involved and the transmission channels used;
intended onward transfers; the type of recipient; the purpose of processing;
the categories and format of the transferred personal data; the economic sector
in which the transfer occurs; the storage location of the data transferred;

(ii)       the laws and practices of the third country of destination– including those
requiring the disclosure of data to public authorities or authorising access by
such authorities – relevant in light of the specific circumstances of the
transfer, and the applicable limitations and safeguards;

(iii)      any relevant contractual, technical or organisational safeguards put in place to
supplement the safeguards under these Clauses, including measures applied
during transmission and to the processing of the personal data in the country
of destination.

(c)        The data importer warrants that, in carrying out the assessment under paragraph
(b), it has made its best efforts to provide the data exporter with relevant
information and agrees that it will continue to cooperate with the data
exporter in ensuring compliance with these Clauses.

(d)  The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e)        The data importer agrees to notify the data exporter promptly if, after having
agreed to these Clauses and for the duration of the contract, it has reason to
believe that it is or has become subject to laws or practices not in line with
the requirements under paragraph (a), including following a change in the laws
of the third country or a measure (such as a disclosure request) indicating an
application of such laws in practice that is not in line with the requirements
in paragraph (a).

(f)        Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations
under these Clauses, the data exporter shall promptly identify appropriate
measures (e.g. technical or organisational measures to ensure security and
confidentiality) to be adopted by the data exporter and/or data importer to
address the situation. The data exporter shall suspend the data transfer if it
considers that no appropriate safeguards for such transfer can be ensured, or
if instructed by the competent supervisory authority to do so. In this case,
the data exporter shall be entitled to terminate the contract, insofar as it
concerns the processing of personal data under these Clauses. If the contract
involves more than two Parties, the data exporter may exercise this right to
termination only with respect to the relevant Party, unless the Parties have
agreed otherwise. Where the contract is terminated pursuant to this Clause,
Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1     Notification

(a)        The data importer agrees to notify the data exporter and, where possible, the data
subject promptly (if necessary with the help of the data exporter) if it:

(i)        receives a legally binding request from a public authority, including judicial
authorities, under the laws of the country of destination for the disclosure of
personal data transferred pursuant to these Clauses; such notification shall
include information about the personal data requested, the requesting
authority, the legal basis for the request and the response provided; or

(ii)       becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of
destination; such notification shall include all information available to the
importer.

 (b)      If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much
information as possible, as soon as possible. The data importer agrees to
document its best efforts in order to be able to demonstrate them on request of
the data exporter.

(c)        Where permissible under the laws of the country of destination, the data importer
agrees to provide the data exporter, at regular intervals for the duration of
the contract, with as much relevant information as possible on the requests
received (in particular, number of requests, type of data requested, requesting
authority/ies, whether requests have been challenged and the outcome of such
challenges, etc.).

(d)   The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e)        Paragraphs (a) to (c) are without prejudice to the obligation of the data importer
pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly
where it is unable to comply with these Clauses.

15.2     Review of legality and data minimisation

(a)        The data importer agrees to review the legality of the request for disclosure, in
particular whether it remains within the powers granted to the requesting
public authority, and to challenge the request if, after careful assessment, it
concludes that there are reasonable grounds to consider that the request is
unlawful under the laws of the country of destination, applicable obligations
under international law and principles of international comity. The data
importer shall, under the same conditions, pursue possibilities of appeal. When
challenging a request, the data importer shall seek interim measures with a
view to suspending the effects of the request until the competent judicial
authority has decided on its merits. It shall not disclose the personal data
requested until required to do so under the applicable procedural rules. These
requirements are without prejudice to the obligations of the data importer
under Clause 14(e).

(b)  The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it
available to the competent supervisory authority on request.

(c)        The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable
interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a)        The data importer shall promptly inform the data exporter if it is unable to comply
with these Clauses, for whatever reason.

(b)   In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data
importer until compliance is again ensured or the contract is terminated. This
is without prejudice to Clause 14(f).

(c)        The data exporter shall be entitled to terminate the contract, insofar as it
concerns the processing of personal data under these Clauses, where:

(i)        the data exporter has suspended the transfer of personal data to the data importer
pursuant to paragraph (b) and compliance with these Clauses is not restored
within a reasonable time and in any event within one month of suspension;

(ii)       the data importer is in substantial or persistent breach of these Clauses; or

(iii)      the data importer fails to comply with a binding decision of a competent court or
supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the
competent supervisory authority of such non-compliance. Where the contract
involves more than two Parties, the data exporter may exercise this right to
termination only with respect to the relevant Party, unless the Parties have
agreed otherwise.

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

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

Clause 17

Governing law

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

Clause 18

Choice of forum and jurisdiction

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

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

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

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