The following definitions and rules of interpretation apply in this Addendum.

• Definitions:
  • Authorised Persons: the persons or categories of persons that Forit authorises to give the Publisher written personal data processing instructions as identified in ANNEX A and from whom the Publisher agrees to accept such instructions.
  • Business Purposes: the services to be provided by the Publisher to Forit as described in the T&Cs and the Service Agreement and any other purpose specifically identified in ANNEX A.
  • Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018).
  • Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: have the meanings given to them in the Data Protection Legislation.
  • Controller: has the meaning given to it in section 6, DPA 2018.
  • Data Protection Legislation:
    • To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
    • To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Forit or Publisher is subject, which relates to the protection of Personal Data.
  • EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
  • EEA: the European Economic Area.
  • Records: has the meaning given to it in clause 12.
  • Standard Contractual Clauses (SCC): the ICO's International Data Transfer Agreement for the transfer of personal data from the UK and/or the ICO's International Data Transfer Addendum to EU Commission Standard Contractual Clauses and/or the European Commission's Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 as set out in the Annex to Commission Implementing Decision (EU) 2021/914 and/or the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU as adapted for the UK, a completed copy of which comprises ANNEX B.
  • Term: this Addendum's term as defined in clause 10.
  • UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
• The Annexes form part of this Addendum and will have effect as if set out in full in the body of this Addendum. Any reference to this Addendum includes the Annexes.
• A reference to writing or written includes email.
• In the case of conflict or ambiguity between:
  • any provision contained in the body of this Addendum and any provision contained in the Annexes, the provision in the body of this Addendum will prevail;
  • the terms of any accompanying invoice or other documents annexed to this Addendum and any provision contained in the Annexes, the provision contained in the Annexes will prevail;
  • any of the provisions of this Addendum and the provisions of the T&Cs, the provisions of this Addendum will prevail; and
  • any of the provisions of this Addendum and any executed SCC, the provisions of the executed SCC will prevail.

Forit and the Publisher agree and acknowledge that for the purpose of the Data Protection Legislation:

• Forit is the primary Processor in relation to the Controller and the Publisher is the sub-Processor.
• the Controller retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, and Forit will ensure that the Controller has any required notices and consents in place to enable lawful Processing of the Personal Data by Forit and the Publisher, and has provided written processing instructions to Forit.
• ANNEX A describes the subject matter, duration, nature and purpose of the Processing and the Personal Data categories and Data Subject types in respect of which the Publisher may process the Personal Data to fulfil the Business Purposes.

• The Publisher will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with Forit's written instructions. The Publisher will not process the Personal Data for any other purpose or in a way that does not comply with this Addendum or the Data Protection Legislation. The Publisher must promptly notify Forit if, in its opinion, Forit's and/or the Controller's instructions do not comply with the Data Protection Legislation.
• The Publisher must comply promptly with any Forit and/or Controller written instructions requiring the Publisher to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
• The Publisher will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless Forit or this Addendum specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires the Publisher to process or disclose the Personal Data to a third party, the Publisher must first inform Forit  of such legal or regulatory requirement and give Forit an opportunity to object or challenge the requirement, unless the domestic or EU law prohibits the giving of such notice.
• The Publisher will reasonably assist Forit, at no additional cost to Forit, with meeting Forit's and the Controller's compliance obligations under the Data Protection Legislation, taking into account the nature of the Publisher's processing and the information available to the Publisher, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.
• The Publisher must notify Forit promptly of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the Publisher's performance of the T&Cs and Service Agreement or this Addendum.

• The Publisher will ensure that all of its employees:
  • are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;
  • have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and
  • are aware both of the Publisher's duties and their personal duties and obligations under the Data Protection Legislation and this Addendum.
• The Publisher will take reasonable steps to ensure the reliability, integrity and trustworthiness of all of the Publisher 's employees with access to the Personal Data.

• The Publisher must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.
• The Publisher must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
  • 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; and
  • a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

• The Publisher will immediately and in any event without undue delay notify Forit if it becomes aware of:
  • the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data. The Publisher will restore such Personal Data at its own expense as soon as possible;
  • any accidental, unauthorised or unlawful processing of the Personal Data; or
  • any Personal Data Breach.
• Where the Publisher becomes aware of (a), (b) and/or (c) above, it shall, without undue delay, also provide Forit with the following information:
  • description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;
  • the likely consequences; and
  • a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.
• Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, the Publisher will reasonably co-operate with Forit and/or Controller at no additional cost to Forit, in Forit's handling of the matter, including but not limited to:
  • assisting with any investigation;
  • providing Forit and/or Controller with physical access to any facilities and operations affected;
  • facilitating interviews with the Publisher's employees, former employees and others involved in the matter including, but not limited to, its officers and directors;
  • making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by Forit and/or Controller; and
  • taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.
• The Publisher will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining Forit 's written consent, except when required to do so by domestic law.
• The Publisher agrees that Forit and/or the Controller has the sole right to determine:
  • whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in Forit's and/or Controller's discretion, including the contents and delivery method of the notice; and
  • whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.
• The Publisher will cover all reasonable expenses associated with the performance of the obligations under clause 6.1 to clause 6.3 unless the matter arose from Forit's and/or Controller's specific written instructions, negligence, wilful default or breach of this Addendum, in which case Forit will cover all reasonable expenses.
• The Publisher will also reimburse Forit for actual reasonable expenses that Forit and/or Controller's incurs when responding to an incident of accidental, unauthorised or unlawful processing and/or a Personal Data Breach to the extent that the Publisher caused such, including all costs of notice and any remedy as set out in clause 6.5.

• The Publisher (and any subcontractor) must not transfer or otherwise process the Personal Data outside the EEA and the UK without obtaining Forit's prior written consent.
• Where such consent is granted, the Publisher may only process, or permit the processing, of the Personal Data outside the EEA and the UK under the following conditions:
  • the Publisher is processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. The Publisher must identify in ANNEX A the territory that is subject to such adequacy regulations; or
  • the Publisher participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that the Publisher (and, where appropriate, Forit) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR and EU GDPR. The Publisher must identify in ANNEX A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and the Publisher must immediately inform Forit of any change to that status; or
  • the transfer otherwise complies with the Data Protection Legislation for the reasons set out in ANNEX A.
• If any Personal Data transfer between Forit and the Publisher requires execution of SCCs to comply with the Data Protection Legislation (where Forit is the entity exporting Personal Data to the Publisher outside the EEA and the UK), the parties will complete all relevant details in, and execute, the SCCs contained in ANNEX B, and take all other actions required to legitimise the transfer.
• If Forit consents to appointment by the Publisher of a subcontractor located outside the EEA and the UK in compliance with the provisions of clause 8, then Forit authorises the Publisher to enter into SCCs contained in Annex B with the subcontractor in Forit's name and on its behalf. The Publisher will make the executed SCCs available to Forit on request.

The Publisher may not authorise any third party or subcontractor to process the Personal Data.

• The Publisher must, at no additional cost to Forit, take such technical and organisational measures as may be appropriate, and promptly provide such information to Forit as Forit may reasonably require, to enable Forit and/or the Controller to comply with:
  • he rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
  • information or assessment notices served on Forit and/or the Controller by the Commissioner or other relevant regulator under the Data Protection Legislation.
• The Publisher must notify Forit immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's or the Controller's compliance with the Data Protection Legislation.
• The Publisher must notify Forit if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.
• The Publisher will give Forit, and/or the Controller at no additional cost to Forit, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.
• The Publisher must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with Forit's and/or Controller's written instructions, or as required by domestic, EU or UK law.

• This Addendum shall become effective on the date of execution of the Service Agreement and shall remain in full force and effect so long as:
  • the Service Agreement remains in effect; or
  • the Publisher retains any of the Personal Data related to the Service Agreement in its possession or control (Term).
• Any provision of this Addendum that expressly or by implication should come into or continue in force on or after termination of the Service Agreement to protect the Personal Data will remain in full force and effect.
• The Publisher's failure to comply with the terms of this Addendum is a material breach of the Service Agreement. In such event, Forit may terminate the Service Agreement or any part of the Service Agreement involving the processing of the Personal Data effective immediately on written notice to the Publisher without further liability or obligation of Forit.
• If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Service Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements.
• If the Publisher is unable to bring the Personal Data processing into compliance with the Data Protection Legislation within the period designated by Forit, Forit may terminate the Service Agreement with immediate effect on written notice to the Publisher.

• At Forit's request, the Publisher will give Forit, or a third party nominated in writing by Forit, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by Forit.
• On termination of the Service Agreement for any reason or expiry of its term, the Publisher will securely delete or destroy or, if directed in writing by Forit, return and not retain, all or any of the Personal Data related to this Addendum in its possession or control.
• If any law, regulation, or government or regulatory body requires the Publisher to retain any documents or materials or Personal Data that the Publisher would otherwise be required to return or destroy, it will notify Forit in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.
• The Publisher will certify in writing to Forit that it has destroyed the Personal Data within thirty (30) days after it completes the deletion or destruction.

• The Publisher will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in clause 5.1 (Records).
• The Publisher will ensure that the Records are sufficient to enable Forit to verify the Publisher's compliance with its obligations under this Addendum and the Publisher will provide Forit with copies of the Records on request.
• Forit and the Publisher must review the information listed in the Annexes to this Addendum at least once a year to confirm its current accuracy and update it when required to reflect current practices.

• At least once a year, the Publisher will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this Addendum, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.
• On Forit's written request, the Publisher will make all of the relevant audit reports available to Forit for review. Forit will treat such audit reports as the Publisher's confidential information under the Service Agreement.
• The Publisher will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by the Publisher's management.

The Publisher warrants and represents that:

• its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;
• it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;
• it has no reason to believe that the Data Protection Legislation prevents it from providing any of the contracted services; and
• considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:
  • the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;
  • the nature of the Personal Data protected; and
  • comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in clause 5.1.

• The Publisher agrees to indemnify, keep indemnified and defend at its own expense Forit and/or the Controller against all costs, claims, damages or expenses incurred by Forit and/or the Controller or for which Forit and/or the Controller may become liable due to any failure by the Publisher or its employees to comply with any of its obligations under this Addendum or the Data Protection Legislation.
• Any limitation of liability set forth in the Service Agreement will not apply to this Addendum's indemnity or reimbursement obligations.

Subject matter of processing: The subject matter of processing of Personal Data by Publisher (Sub-Processor) is supporting Forit (primary Processor) to provide the Services to the Advertiser (Controller) that involves the processing of Personal Data.

Duration of Processing: The duration of the provision of the Services by the Forit to the Advertiser and Publisher.
Nature of Processing and Business Purposes: The Publisher provides the tracking support services so as Forit to provide the Webridge services to its business customers for the following purposes, as the details of the Services are described in the T&Cs and Service Agreement.
* Forit collects, maintains, and uses Personal Data for the purpose of providing Webridge services, including tracking a data subject from Affiliate Sites to Advertiser Sites. This tracking services include, but are not limited to, measurement of the number of advertisements displayed to unique visitors, verification of the location and quality of advertisements displayed, auditing of compliance with these specifications and other standards, provision of advertising network services or affiliate marketing services including affiliate advertisements, and provision of analysis services.
** Tracking enables Forit to see that a data subject has visited Affiliate Sites, found a product/service, and clicked the link to be taken to the Advertiser Sites to review or purchase the product/service. The purpose of tracking is to attribute sales and marketing effort by Publisher to a particular transaction, to enable an Advertiser to reward Publishers on a per transaction basis. Tracking also allows Forit to provide Publishers and Advertisers with related reports. The majority of these reports contain only aggregated statistical data, but Forit doesn’t know who the data subject is. Forit permits Publishers to enquire as to whether an action by a user ought to have generated a commission for that Publisher. This necessitates the sharing of information, between Publishers and Advertisers. Advertisers use the information provided by Publishers to verify against their own records. Forit enables this data sharing and the payment of any commission due to the Publisher as a result.

Personal Data Categories: Internet activity information, IP address, iOS terminal ad identifier, Android terminal ad identifier, Terminal information (UserAgent, OS, Device, etc.), Transactional information (the online purchases and actions made by a consumer, Order ID, order information like products and services and online timestamp) unique personal identifier and online identifier.

Data Subject Types: Website visitor of the Affiliate Site and Advertiser’s Site and our website

Identify the Publisher's legal basis for processing Personal Data outside the EEA to comply with cross-border transfer restrictions:

• Located in a country with a current determination of adequacy (list country):
• Binding Corporate Rules.
• Standard Contractual Clauses: Module three
• Other (describe in detail):

• 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) (1) for the transfer of personal data to a third country.
• The Parties:
  • the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
  • the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
  have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
• These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
• The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

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

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

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

• 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.

• 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.

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.

• The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.
• The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.
• The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
• The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter (5).

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 controller, as communicated to the data importer by the data exporter, or from the data exporter.

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 personal data, the data exporter 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.

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 rectify or erase the 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 controller 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).

• 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, 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. 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 or the controller. 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.
• The data importer shall grant access to the 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.
• 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, without undue delay, the data exporter and, where appropriate and feasible, the controller 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 data breach, including 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.
• 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 its controller so that the latter may in turn 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.

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 set out in Annex I.B.

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (6) (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:

• 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;
• the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
• 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
• 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.

• The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.
• 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 controller.
• The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.
• The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.
• Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
• 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.
• 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.

• GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller 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 controller 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 controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).
• Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), 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. (9) 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.
• The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. 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.
• 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.
• 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.

• The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.
• The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. 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.
• In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

• 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.
• 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.
• Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
  • lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
  • refer the dispute to the competent courts within the meaning of Clause 18.
• 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.
• The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
• 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.

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

• 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.
• 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.

• 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.
• The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
  • the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
  • the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (12);
  • 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.
• 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.
• The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
• 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). The data exporter shall forward the notification to the controller.
• 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, if appropriate in consultation with the controller. 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 controller or 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.

• The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
  • receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
  • becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
  The data exporter shall forward the notification to the controller.
• 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.
• 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.). The data exporter shall forward the information to the controller.
• 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.
• 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.

• 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).
• 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. The data exporter shall make the assessment available to the controller.
• 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.

• The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
• 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).
• The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
  • the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
  • the data importer is in substantial or persistent breach of these Clauses; or
  • the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
  In these cases, it shall inform the competent supervisory authority and the controller 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.
• 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.
• 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.

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

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

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

Categories of data subjects whose personal data is transferred
• As specified at ANNEX A of this Addendum
Categories of personal data transferred
• As specified at ANNEX A of this Addendum
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
• N/A
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
• Transferred Personal Data may be transferred on a continuous basis until it is deleted in accordance with the terms of this Addendum and the Service Agreement.
Nature of the processing
• As specified at ANNEX A of this Addendum
Purpose(s) of the data transfer and further processing
• The data importer will process Transferred Personal Data to provide the tracking support services so as Forit to provide the Webridge services to its business customers in accordance with this Addendum and the Service Agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
• The data importer will retain Transferred Personal Data until its deletion in accordance with the provisions of this Addendum and Service Agreement.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
• As above.

Identify the competent supervisory authority/ies in accordance with Clause 13
• The authority identified by the data exporter as its competent supervisory via the Administration Page/Site.

The data importer will implement and maintain security standards as specified at the agreement entered into and agreed upon between the data importer and the data exporter, as applicable.

The technical and organisational measures to be taken by the data importer to 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 are set out in this Addendum, as applicable.

The controller has authorised the use of the following sub-processors:
To see the details of sub-processors, please visit your Administration Page/Site and view the list of integrated Publishers.

The following United Kingdom International Data Transfer Addendum to the European Commission Standard Contractual Clauses supplements the Clauses only if and to the extent the Clauses apply with respect to data transfers subject to the UK GDPR.