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 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 Section 2 of 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 Section 2 of 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 Section 2 of 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 Section 2 of the DPA regarding the scope and nature of
the Processing. 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 8.1(b), 8.9(a), (c), (d) and (e);

(iii)       Clause 9(a), (c), (d) and (e);

(iv)       Clause 12(a), (d) and (f);

(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 Section 2 of the DPA.

Clause 7 –

Docking clause - Omitted Intentionally

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

(a)        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.

(b)        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 Section 2 of the DPA, unless on further
instructions from the data exporter.

8.3   Transparency

On request, the data exporter shall make a copy of these Clauses, including
Section 2 of the DPA, 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 Section 2
of the DPA and personal data, the data exporter may redact part of the text of
the DPA 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
Section 2 of the DPA. 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

(a)        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 Section 2 of the DPA.
The data importer shall carry out regular checks to ensure that these measures
continue to provide an appropriate level of security.

(b)        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.

(c)        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.

(d)        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 the Agreement and
Section 2 of the DPA.

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 ([1]) (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:

(i)         the onward transfer is to a country benefiting 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 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii)       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

(iv)       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

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

(b)        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.

(c)        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.

(d)        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.

(e)        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

(a)   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 thirty (30)
days’ 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.

(b)        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.

(c)        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.

(d)        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.

(e)        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

(a)        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.

(b)        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, as set out in the DPA and these Clauses, implement
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.

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

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)        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.

(c)        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.

(d)        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.

(e)        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.

(f)        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.

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

Clause 13

Supervision

(a)   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
Clause 17, 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.

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  Poland.

(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.

[1] The Agreement on the European Economic Area (EEA Agreement)
provides for the extension of the European Union’s internal market to the three
EEA States Iceland, Liechtenstein and Norway. The Union data protection
legislation, including Regulation (EU) 2016/679, is covered by the EEA
Agreement and has been incorporated into Annex XI thereto. Therefore, any
disclosure by the data importer to a third party located in the EEA does not
qualify as an onward transfer for the purpose of these Clauses.