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Data Processing Addendum

This Data Processing Addendum (“DPA”) supplements the Cloud Service Terms and Conditions (the “Agreement”) entered into by and between Customer and Pypestream. By agreeing to the Cloud Service Terms and Conditions, when required by applicable Data Protection Laws (defined below), Customer enters into this DPA on behalf of itself and on behalf of its Affiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.

1. Definitions

    1.1.    “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
    1.2.    “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Pypestream to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.
   1.3     “Data Exporter” means Customer.
   1.4     “Data Importer” means Pypestream.
   1.5.    “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection, ; (iv) the UK Data Protection Act 2018; and (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
    1.6     “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this DPA.
    1.7.    “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic
Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
    1.8.    “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
   1.9.    “Pypestream Account Data” means personal data that relates to Pypestream’s relationship with Customer, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Pypestream Account Data also includes any data Pypestream may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.
   1.10.   “Pypestream Usage Data” means Service usage data collected and processed by Pypestream in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communiction, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
   1.11.     “Services” shall have the meaning set forth in the Agreement.
   1.12.    “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.
   1.13.    “UK Addendum” has the meaning set forth in Exhibit D.
   1.14.    “UK SCCs” means the EU SCCs, as amended by the UK Addendum.

2. Relationship of the Parties; Processing of Data

    2.1     The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Pypestream is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Pypestream to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Pypestream by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Pypestream regarding the processing of such Personal Data. Customer shall not provide or make available to Pypestream any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Pypestream from all claims and losses in connection therewith.
    2.2.    Pypestream shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which Pypestream is subject; in such a case, Pypestream shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Pypestream to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.
    1.1.    The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.
    2.3.    Following completion of the Services, at Customer’s choice, Pypestream shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Pypestream shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Pypestream have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Pypestream to Customer only upon Customer’s request.
    2.4.    CCPA. Except with respect to Pypestream Account Data and Pypestream Usage Data, the parties acknowledge and agree that Pypestream is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. Pypestream shall not sell any such personal information. Pypestream shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Pypestream certifies that it understands the restrictions of this Section 2.5.

3. Confidentiality

Pypestream shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Pypestream’s confidentiality obligations in the Agreement. Customer agrees that Pypestream may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Customer.

4. Authorized Sub-Processors

    4.1.    Customer acknowledges and agrees that Pypestream may (1) engage its Affiliates and the Authorized Sub-Processors listed in Exhibit B to this DPA to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to Pypestream to engage sub-processors as necessary to perform the Services.
    4.2.    A list of Pypestream’s current Authorized Sub-Processors (the “List”) will be made available to Customer, either attached hereto, at a link provided to Customer, via email or through another means made available to Customer. Such List may be updated by Pypestream from time to time. Pypestream may provide a mechanism to subscribe to notifications of new Authorized Sub-Processors and Customer agrees to subscribe to such notifications where available. At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Pypestream will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing Pypestream within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Pypestream from offering the Services to Customer.
    4.3.    If Customer reasonably objects to an engagement in accordance with Section 4.2, and Pypestream cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Pypestream. Discontinuation shall not relieve Customer of any fees owed to Pypestream under the Agreement.
    4.4.    If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Pypestream, that third party will be deemed an Authorized Sub-Processor for the purposes of this DPA.
    4.5.    Pypestream will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Pypestream under this DPA with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Pypestream, Pypestream will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such agreement.
    4.6.    If Customer and Pypestream have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Pypestream of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Pypestream to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by Pypestream beforehand, and that such copies will be provided by Pypestream only upon request by Customer.

5. Security of Personal Data.

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Pypestream shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Pypestream’s technical and organizational security measures.

2. Transfers of Personal Data

5.1.    The parties agree that Pypestream may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Pypestream’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. If Pypestream transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Pypestream will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
5.2.          Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows:
5.2.1.        Module One (Controller to Controller) of the EU SCCs apply when Pypestream is processing Personal Data as a controller pursuant to Section 9 of this DPA.
5.2.2.       Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Pypestream is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA.
5.2.3.       Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Pypestream is processing Personal Data on behalf of Customer as a sub-processor.
5.3            For each module, where applicable the following applies:
5.3.1        The optional docking clause in Clause 7 does not apply;
5.3.2        In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this DPA;
5.3.3.       In Clause 11, the optional language does not apply;
5.3.4.      All square brackets in Clause 13 are hereby removed;
5.3.5.      In Clause 17 (Option 1), the EU SCCs will be governed by French law;
  5.3.6.      In Clause 18(b), disputes will be resolved before the courts of Paris, France.
5.3.7.      Exhibit B to this DPA contains the information required in Annex I and Annex III of the EU SCCs;
5.3.8.     Exhibit C to this DPA contains the information required in Annex II of the EU SCCs; and
 5.3.9.       By entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
 5.4.           Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
5.5.            Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:
5.5.1.       The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.
5.5.2.      The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.
5.5.3.       Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.
5.5.4.       The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.
5.6.          Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:
5.6.1.      As of the date of this DPA, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”)
5.6.2.    If, after the date of this DPA, the Data Importer receives any Government Agency Requests, Pypestream shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Pypestream may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, Pypestream shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Pypestream is legally prohibited from doing so. Pypestream shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this DPA should be suspended in the light of the such Government Agency Requests; and
5.6.3.     The Data Exporter and Data Importer will meet regularly to consider whether:

  1. the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;
  2. additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and
  3. it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.

    5.6.4.    If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.
    5.6.5.     If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this DPA cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.

3. Rights of Data Subjects
    5.7.     Pypestream shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Pypestream receives a Data Subject Request in relation to Customer’s data, Pypestream will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Pypestream, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
  5.8.     Pypestream shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Pypestream’s assistance and (ii) Pypestream is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Pypestream.

6. Actions and Access Requests; Audits

3.1.    Pypestream shall, taking into account the nature of the processing and the information available to Pypestream, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Pypestream.
3.2.    Pypestream shall, taking into account the nature of the processing and the information available to Pypestream, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Pypestream.
6.1.    Pypestream shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to Pypestream, have the right to review, audit and copy such records at Pypestream’s offices during regular business hours.
6.2.    Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Pypestream shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Pypestream’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Pypestream’s data security infrastructure and procedures that is sufficient to demonstrate Pypestream’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Pypestream’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Pypestream for any time expended for on-site audits. If Customer and Pypestream have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.
6.3.    Pypestream shall immediately notify Customer if an instruction, in Pypestream’s opinion, infringes the Data Protection Laws or Supervisory Authority.
6.4.    In the event of a Personal Data Breach, Pypestream shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Pypestream in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Pypestream’s reasonable control).
6.5.    In the event of a Personal Data Breach, Pypestream shall, taking into account the nature of the processing and the information available to Pypestream, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
6.6.    The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Pypestream’s obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Pypestream of any fault or liability with respect to the Personal Data Breach.

7. Pypestream’s Role as a Controller.

The parties acknowledge and agree that with respect to Pypestream Account Data and Pypestream Usage Data, Pypestream is an independent controller, not a joint controller with Customer. Pypestream will process Pypestream Account Data and Pypestream Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Pypestream’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Pypestream is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and the Agreement. Pypestream may also process Pypestream Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by Pypestream as a controller shall be in accordance with Pypestream’s privacy policy set forth at https://www.pypestream.com/privacy-policy/.

8. Conflict

In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) Pypestream’s privacy policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

Exhibit A
Details of Processing

Nature and Purpose of Processing: Pypestream will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:

Receiving data, including collection, accessing, retrieval, recording, and data entry
Holding data, including storage, organization and structuring
Using data, including analysis, consultation, testing, automated decision making and profiling
Updating data, including correcting, adaptation, alteration, alignment and combination
Protecting data, including restricting, encrypting, and security testing
Sharing data, including disclosure, dissemination, allowing access or otherwise making available
Returning data to the data exporter or data subject
Erasing data, including destruction and deletion

Duration of Processing: Pypestream will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Pypestream’s legitimate business needs; or (iii) by applicable law or regulation. Pypestream Account Data and Pypestream Usage Data will be processed and stored as set forth in Pypestream’s privacy policy.

Categories of Data Subjects: Customer end-users/customers AND/OR Customer employees

Categories of Personal Data: Pypestream processes Personal Data contained in Pypestream Account Data, Pypestream Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Pypestream in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include those specified in Pypestream’s privacy policy.

Sensitive Data or Special Categories of Data: None

Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.

  1. The Parties
    Data exporter(s):     The Customer
    Contact details: As designated by Customer in contact detail section of the Order Form accompanying the Agreement.
    Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
    Role (controller/processor): The Data Exporter’s role is set forth in Section 2 of this Addendum.Data importer(s): Pypestream
    Address: 1177 Avenue of the Americas, 5th Floor, New York, New York, 10036
    Contact person’s name, position and contact details:

Name: Suresh Shankarlingam
Position: Chief Information Security Officer (CISO)
Email: sshankarlingam@pypestream.com
Signature and date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
Role (controller/processor): The Data Importer’s role is set forth in Section 2 of this Addendum.

2. Description of the Transfer

Data Subjects

As described in Exhibit A of the DPA

Categories of Personal Data

As described in Exhibit A of the DPA

Special Category Personal Data (if applicable)

As described in Exhibit A of the DPA

Nature of the Processing

As described in Exhibit A of the DPA

Purposes of Processing

As described in Exhibit A of the DPA

Duration of Processing and Retention (or the criteria to determine such period)

As described in Exhibit A of the DPA

Frequency of the transfer

As necessary to provide perform all obligations and rights with respect to Personal Data as provided in the Agreement

Recipients of Personal Data Transferred to the Data Importer

Pypestream’s list of Subprocessors can be found in the table outlined in Section 4 below.

3. Competent Supervisory Authority

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.

4. List of Authorized Sub-Processors

Name of Authorized Sub-Processor

Address

Contact Person Name, position, contact information

Description of processing

Country in which subprocessing will take place

AWS

Primary:

us-west (Oregon):

Secondary:

us-east-2 (Ohio)

Lindsay Felicia Carter

Account Manager – Emerging ISV | Amazon Web Services

lncart@amazon.com

Mobile: +1-408-687-6650

Cloud Service Provider for the Pypestream platform

USA

AWS

Ireland

Lindsay Felicia Carter

Account Manager – Emerging ISV | Amazon Web Services

lncart@amazon.com

Mobile: +1-408-687-6650

Cloud Service Provider for the Pypestream platform

EU

Okta

USA

Billy LaFemina

Account Executive

240-818-2713

billy.lafemina@okta.com

Identity As-A-Service

USA

Exhibit C

Description of the Technical and Organisational Security Measures implemented by the Data Importer

The following includes the information required by Annex II of the EU SCCs and Annex II of the UK Addendum.

Technical and Organizational Security MeasureDetailsMeasures of pseudonymisation and encryption of personal dataDisk encryption is used, and logical access is managed separately and independently of native operating system authentication and access control mechanisms.  We orchestrate AWS KMS per tenant to encrypt various AWS resources like DB, S3 buckets, Elastic Search etc.  Access to the keys is granted only to the instance profile without any user accounts or keys.

At the discretion of the customer, conversation transcripts may or may not contain sensitive data (e.g., PII). Pypestream supports the option to redact sensitive data via secure action nodes.  If enabled, the sensitive data is converted to * characters in all our processing systems

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

Availability

Pypestream leverages various tools and techniques to proactively monitor the production environment on a 24/7 basis. These tools are designed to identify issues and alert responsible staff of an issue before it impacts Pypestream’s service.

Documented procedures exist for the escalation and resolution of performance and processing availability issues. Thresholds for system, Kubernetes, and application metrics are configured in Grafana to automatically trigger alerts to PagerDuty and Slack when specific conditions exist. PagerDuty is used to escalate alerts to on-call engineers and management to ensure a timely response and resolution.

Confidentiality

As part of our SOC2 governance program, Pypestream maintains a data classification policy to help manage and protect information assets. This policy is to help employees determine what information can be disclosed to other parties, as well as the relative sensitivity of information that should not be disclosed outside of Pypestream without proper authorization. This policy covers all information assets owned and operated by Pypestream including (but not limited to), information (electronic & non-electronic), associated IT infrastructure such as software, networks, desktops, laptops, and servers, and the infrastructure to deliver production services.

All information assets have designated owners and are classified in accordance with specific information classification guidelines. All Pypestream and customer-owned information assets are kept in digital form. Any information not in digital form is scanned and stored in digital form and the original destroyed with a method no less secure than shredding on premise.

Integrity

To ensure that all services are functioning properly, an automated process simulates a real-life conversation every 10 minutes.  Failures result in alerts and PagerDuty escalations.  In addition, there are automated integrity checks on the data as elaborated in the “Measures for ensuring data quality” section.

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incidentAutomated backup routines are in place at the primary data center to create snapshot images of each EC2 instance volume every 12 hours. These snapshots are encrypted using AES-256 and stored at the geographically separate secondary data center. The Elasticsearch DB, which contains copies of log data, is automatically backed up on a daily basis to an S3 bucket, and a Postgres DB, which contains customer solution data, is automatically backed up every 30 minutes to S3.Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing

The production environment is monitored on an ongoing basis for known vulnerabilities.  

Vulnerability scanning of production infrastructure is performed using Qualys Vulnerability Management, Detection and Response solution.  Scans are conducted weekly at a minimum.  

Scanning of container images is performed daily and on every new image build using the Clair integration within our image repository harbor.

Every twelve months, Pypestream engages a third-party Company to perform both internal and external penetration tests and AWS configuration reviews.

The results of the scans are reviewed on a weekly basis and a remediation plan is established to address these vulnerabilities based on the severity as defined by CVSS scores.  Pypestream uses the Atlassian Jira ticketing system to manage and track the issue to resolution.  

Measures for user identification and authorization

Access to the AWS infrastructure is integrated with the Pypestream’s Identity Provider (G-Suite).  By default, we deny all access to the infrastructure, except for members of the System Operations team.  Some of our users have “read-only” access to tenant-specific logs for diagnostic purposes.

Access to the Platform management tools is enabled via Okta Identification as a Service (IDaaS) product.  Pypestream works closely with customers to enable SSO efforts that allow integration with external Identity Provider platforms such as Azure AD.

Measures for the protection of data during transmissionData in-transit leverages TLS1.2/TLS1.3 protocols and Content not intended for public or unauthenticated viewing when transferring Content over public networks. Cryptographic protocols, such as HTTPS, SFTP, and FTPS, will also be enabled for secure transfer of Content to and from the Cloud Service over public networks.Measures for the protection of data during storageConversation transcripts are stored in a database within the Pypestream Cloud Infrastructure, isolated in customer-specific tenants. This data is encrypted leveraging AES-256 hashing with tenant-specific keys, protected and managed by AWS Key Management System (KMS). Measures for ensuring physical security of locations at which personal data are processed

Pypestream’s platform has been engineered on the principles of high availability, security, and confidentiality. To assist in achieving the desired level of consistency of these principles, Pypestream outsources its infrastructure requirements for the platform to Amazon Web Services (AWS). The use of public cloud allows Pypestream to quickly deploy services and react to changing market dynamics.

Pypestream does not maintain or own any hardware located in AWS data centers and operates under the “shared responsibility model”, where AWS has responsibility for the “Security of the Cloud” and is responsible for protecting the infrastructure that runs all of the offered services, and Pypestream has responsibility for “Security in the Cloud” based on the AWS Cloud services that Pypestream uses. Pypestream is responsible for all necessary security configuration and management tasks associated with IaaS resources, customer data, and Identity and Access Management (IAM).

Measures for ensuring events loggingPypestream uses several logging and monitoring solutions to collect data from system infrastructure components to monitor system performance, potential security threats and vulnerabilities, and resource utilization and to detect unusual system activity. For log and metric collection and monitoring, we rely on open source tools such as ElasticSearch/Kibana, Prometheus/Grafana, tools by the cloud provider such as AWS GuardDuty, CloudWatch and SIEM to collect and analyze security eventsMeasures for ensuring system configuration, including default configuration

Pypestream’s frontend product, the Pype, enables customers to interact and engage with businesses securely on websites or mobile apps. The Pype creates a rich and engaging experience for customers offering numerous types of embeds and unique branding and customization opportunities to businesses to create a memorable end-user experience. This unique experience strengthens brand loyalty while also deflecting call volume.
Powering the Pypes is the all-in-one cloud solution: Customer Engagement Center (CEC). The Customer Engagement Center is the most scalable solution built for enterprise. It features a suite of tools powering how businesses engage with customers. These include cutting edge AI and automation to personalize the user experience, backend API integrations, and direct live support.

The Pypestream CEC consists of many components that engage customers wherever they are while providing them the most engaging experience. Customers can engage with our solution via our web based Pype interface or ChannelPro, which supports 3rd party social and messaging channels. Using these two products lets customers interact seamlessly from almost anywhere.  The Automation Engine is the heart of the system that allows businesses to scale engagements by automating their customer interactions.  When needed, the Automation Engine can leverage third party services via REST API to help transact consumer conversations.  ContactCenterPro allows us to integrate with third-party escalation platforms such as SalesForce, FreshChat, Genesys.  

Measures for internal IT and IT security governance and management

Management has appointed a dedicated security committee, known as the Risk & Security Council (“Council”), to oversee all aspects of security at Pypestream; physical, local network and platform. The Council, along with the HR team, have devised a robust handbook, which all employees are trained on during orientation, and then re-trained annually. The handbook includes all critical policies that govern Company procedure, including code of conduct, human resources, expense approvals and security guidelines. All Company processes are detailed in the handbook, and employees are required to acknowledge in writing having reviewed said handbook. In addition, certain portions of the handbook are re-trained and re-affirmed on an annual basis, including security, confidentiality and business continuity training.

The Council meets once every quarter to review the latest advancements in the security industry, client security requirements, and any action items or topics that may have accrued in the interim. The Council also conducts quarterly business continuity exercises during its routine meetings.

Pypestream employs a detailed procedure surrounding incident and violation reporting. Any reports, along with information access requests, are reviewed by the Council as they arise.

Pypestream has designated a whistleblower recipient, accompanied by an anonymous submission form. If submitted, by policy, the whistleblower, along with the Risk and Security Council, will investigate such claims to the fullest extent possible and implement certain disciplinary measures, if applicable.

Pypestream believes it has the proper incentives in place that would tend to discourage conflicts of interest and/or improper behavior. Pypestream exercises significant diligence in hiring competent, qualified professionals, and to then provide employees with the appropriate on-the-job training. All Pypestream employees receive safety training, new hire orientation training, and most employees receive continuing education through online industry-related training and periodic industry conferences.      

Measures for certification/assurance of processes and products

SOC 2 Type 2 Report

PCI Self-attestation report

Measures for ensuring data minimisation

Pypestream collects and stores two main types of customer data as part of every end-user engagement (session) on the platform: session transcripts and metadata.

  • Session transcripts contain high-level data points from every session (Pype name, Stream name, conversation_id, etc.), as well as a detailed message-by-message history of the entire conversation between the end-user and automated solution and/or end-user and live agent. At the discretion of the customer, session transcripts may include PII/PCI shared by the end-user or provided to the end-user by the automated solution (based on information pulled via integrations to backend systems). To prevent PII or any other sensitive data that occurs in a conversation from being captured in a session transcript, Pypestream provides flexible redaction controls that replace sensitive data with ‘*’ characters within the transcript.  Pypestream enables redaction controls to be selectively applied by a customer to both expected and inadvertent entry of sensitive data.
  • Metadata contains standard metrics from platform and automation framework components (session start time, session end time, end comments, end tags, etc.). This data may include PII or other sensitive data if the customer elects to provide such data to the framework, such as providing the end-user’s name at session start or the live agent’s name and email (if the solution includes agent escalation capabilities).

Measures for ensuring data quality

Pypestream implements policies and procedures to ensure that session transcripts contain a complete and accurate record of all messages and data exchanges that occur during a conversation, and that these transcripts are securely and completely made available to customers that wish to obtain copies. All customers have the ability to access their transcripts in a self-service mode using the reporting API.

Session transcripts are initially written to a Platform DB within the production environment, where they are stored encrypted with AES-256. Session level metadata is also stored in the Platform DB and used by the  reporting API to respond to requests.

As part of the validation of each new release that incorporates changes to the reporting API or Platform, The Quality Assurance (QA) organization runs a suite of automated and manual tests to verify that session transcripts for completed sessions and the reporting API meet the following requirements:

  • Session transcripts in Platform DB are consistent with the Session Metadata in the Platform DB.
  • All transactions are correctly ordered by time
  • Securely mapped correctly to the corresponding customer by Pypestream and only that customer has access to the data
  • The data available via the Reporting API is equivalent to the data stored in the Platform DB.
  • Only secure and authenticated access via the Reporting API is provided.

Measures for ensuring limited data retention

Customer session transcripts are deleted on a rolling thirty-day basis, meaning Pypestream will store session transcript data only for 30 days.  The logs are stored in encrypted form and are immutable.

Customer metadata (platform and automation framework metrics) are stored indefinitely, unless a customer data deletion trigger occurs. There are three types of customer data deletion triggers:

  • Per the standard Pypestream Cloud Services Agreement, thirty days after a Customer’s contract/subscription expires (due to non-renewal).
  • Per the standard Pypestream Cloud Services Agreement, thirty days after a Customer’s contract/subscription is terminated by either Party.
  • Customer sends a written communication to Pypestream requesting the deletion of their data.

Measures for ensuring accountability

On an annual basis, policies and procedures are updated by the Risk and Security Council.  Information security policies include, but are not limited to:

  • Acceptable Use Policy
  • Business Continuity and Disaster Recovery Policy
  • Data Retention Policy
  • Incident Response Plan
  • Information Classification Policy
  • Risk Management Policy
  • Vulnerability Management Policy.

All new employees are required to attend New Employee Orientation (NEO) that introduces them to the Company culture, business operations, policies and procedures, and the applications comprising the Company system.  

Pypestream maintains a security awareness program through various mechanisms including:

  • Employee orientation program,
  • Annual security awareness training,
  • Periodic email communications, and
  • Role-specific security training.

Awareness training is conducted both during employee orientation and annually as a team. Attendance of training sessions is tracked in Pypestream’s wiki, and those who cannot attend the session are required to attend a make-up session. Those who do not attend either session, or transgress the Company’s policies in any way, stand to face an investigation by the Risk and Security Council, as well as potential disciplinary action imposed by the management team.

Measures for allowing data portability and ensuring erasure

Session transcripts are not allowed to leave the platform infrastructure on the cloud.  Access to the transcripts is facilitated via Reporting API that is based on a unique key specific to the customer. These transcripts are deleted on a rolling thirty-day basis by automated scripts

Conversation level metadata is exported for analysis by members of the Pypestream CX team in collaboration with the customer

Technical and organizational measures of sub-processors

Pypestream utilizes subservice organizations to perform the functions described below to improve operating and administrative effectiveness. Third party personnel are not granted access to Pypestream or user entity data or the Pypestream systems themselves. The examination by the Independent Service Auditor did not extend to the policies and procedures at these subservice organizations.

Pypestream uses AWS to provide a suite of cloud computing services and infrastructure. Data center facilities are ISO 27001:2013 certified and undergo periodic SOC 1 and SOC 2 Type 2 report audits. Certification status and the results of audits are reviewed periodically as part of Pypestream’s monitoring controls and the vendor management process. Formal documentation of third-party vendor assessments is preserved for compliance purposes.

Pypestream uses AWS for infrastructure, using multiple regions and multiple availability zones within each region for redundancy and disaster recovery purposes. Certification status and the results of audits are reviewed periodically as part of Pypestream’s monitoring controls and the vendor management process. Formal documentation of third-party vendor assessments is preserved for compliance purposes.

Pypestream uses Okta for Identification As-A-Service.

On an annual basis,we review the SOC2 Type 2 compliance reports for these subservice organizations

Exhibit D

UK Addendum

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Part 1: Tables

Table 1: Parties

Start Date

This UK Addendum shall have the same effective date as the DPA

The Parties

Exporter

Importer

Parties’ Details

Customer

Pypestream

Key Contact

See Exhibit B of this DPA

See Exhibit B of this DPA

Table 2: Selected SCCs, Modules and Selected Clauses

EU SCCs

The Version of the Approved EU SCCs which this UK Addendum is appended to as defined in the DPA and completed by Section 6.2 and 6.3 of the DPA.  

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:

Annex 1A: List of Parties

As per Table 1 above

Annex 2B: Description of Transfer

See Exhibit B of this DPA

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data:

See Exhibit C of this DPA

Annex III: List of Sub processors (Modules 2 and 3 only):

See Exhibit B of this DPA

Table 4: Ending this UK Addendum when the Approved UK Addendum Changes

Ending this UK Addendum when the Approved UK Addendum changes

☒ Importer

☐ Exporter

☐ Neither Party

Entering into this UK Addendum:

  1. Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.
  2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this UK Addendum

  1. Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

UK Addendum

means this International Data Transfer Addendum incorporating the EU SCCs, attached to the DPA as Exhibit D.

EU SCCs

means the version(s) of the Approved EU SCCs which this UK Addendum is appended to, as set out in Table 2, including the Appendix Information

Appendix Information

shall be as set out in Table 3

Appropriate Safeguards

means the standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making an ex-UK Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.

Approved UK Addendum

means the template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as may be revised under Section 18 of the UK Addendum.

Approved EU SCCs

means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).

ICO

means the Information Commissioner of the United Kingdom.

ex-UK Transfer  

shall have the same definition as set forth in the DPA .

UK

means the United Kingdom of Great Britain and Northern Ireland  

UK Data Protection Laws

means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.

UK GDPR

shall have the definition set forth in the DPA.

  1. The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
  2. If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.
  3. If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws applies.
  4. If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
  5. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been entered into.

Hierarchy

  1. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.
  2. Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.
  3. Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.

Incorporation and Changes to the EU SCCs:

  1. This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:
  1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
  2. Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and
  1. the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.
  2. Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.
  3. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.
  4. The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:
  1. References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;
  2. In Clause 2, delete the words: “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”,
  3. Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
  4. Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
  5. Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
  6. References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
  7. References to Regulation (EU) 2018/1725 are removed;
  8. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
  9. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
  10. Clause 13(a) and Part C of Annex I are not used;
  11. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
  12. In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;
  13. Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales;
  14. Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The parties agree to submit themselves to the jurisdiction of such courts.”; and
  15. The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to the UK Addendum

  1. The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland and Northern Ireland.
  2. If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
  3. From time to time, the ICO may issue a revised Approved UK Addendum which:
  1. makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum; and/or
  2. reflects changes to UK Data Protection Laws;

The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK Addendum are effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from the start date specified.

  1. If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in:
  1. its direct costs of performing its obligations under the UK Addendum; and/or
  2. its risk under the UK Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by providing written notice for that period to the other party before the start date of the revised Approved UK Addendum.

  1. The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms.

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