SECTION I

Clause 1

Purpose and scope

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

  2. The Parties:

    1. NAME OF CUSTOMER, who transfers the personal data, as listed in Annex I.A (“Customer”), and

    2. Reciprocity, Inc., (“Reciprocity”) who receives the personal data from Customer during the course of the customer’s use of Reciprocity’s GRC software-as-a-service offering (“Service”), directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

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

  4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

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

  2. These Clauses are without prejudice to obligations to which Customer is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against Customer and/or data importer, with the following exceptions:

    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

    2. Clause 8.1(b), 8.9(a), (c), (d) and (e);

    3. Module Two: Clause 9(a), (c), (d) and (e);

    4. Clause 12(a), (d) and (f);

    5. Clause 13;

    6. Clause 15.1(c), (d) and (e);

    7. Clause 16(e);

    8. Clause 18(a) and (b).

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

Clause 4

Interpretation

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

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

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

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7

Docking clause

  1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

  2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

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

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

8.1 Instructions

  1. Reciprocity shall process the personal data only on documented instructions from Customer. Customer may give such instructions throughout the duration of the contract.

  2. Reciprocity shall immediately inform Customer if it is unable to follow those instructions.

8.2 Purpose limitation

Reciprocity 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 Customer.


8.3 Transparency

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


8.4 Accuracy

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


8.5 Duration of processing and erasure or return of data

Processing by Reciprocity shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, Reciprocity shall, at the choice of Customer, delete all personal data processed on behalf of Customer and certify to Customer that it has done so, or return to Customer all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, Reciprocity shall continue to ensure compliance with these Clauses. In case of local laws applicable to Reciprocity that prohibit return or deletion of the personal data, Reciprocity 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 Reciprocity under Clause 14(e) to notify Customer throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).


8.6 Security of processing

  1. Reciprocity and, during transmission, also Customer shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of Customer. In complying with its obligations under this paragraph, Reciprocity shall at least implement the technical and organisational measures specified in Annex II. Reciprocity shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

  2. Reciprocity shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

  3. In the event of a personal data breach concerning personal data processed by Reciprocity under these Clauses, Reciprocity shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. Reciprocity shall also notify Customer without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

  4. Reciprocity shall cooperate with and assist Customer to enable Customer to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to Reciprocity


8.7 Sensitive data

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


8.8 Onward transfers

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

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

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

  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

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


8.9 Documentation and compliance

  1. Reciprocity shall promptly and adequately deal with enquiries from Customer that relate to the processing under these Clauses.

  2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, Reciprocity shall keep appropriate documentation on the processing activities carried out on behalf of Customer

  3. Reciprocity shall make available to Customer all information necessary to demonstrate compliance with the obligations set out in these Clauses and at Customer’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, Customer may take into account relevant certifications held by Reciprocity.

  4. Customer may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of Reciprocity and shall, where appropriate, be carried out with reasonable notice.

  5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

  1. Reciprocity has Customer’s general authorisation for the engagement of sub-processor(s) from an agreed list. Reciprocity shall specifically inform Customer in writing of any intended changes to that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving Customer sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). Reciprocity shall provide Customer with the information necessary to enable Customer to exercise its right to object.

  2. Where Reciprocity engages a sub-processor to carry out specific processing activities (on behalf of Customer), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding Reciprocity under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, Reciprocity fulfils its obligations under Clause 8.8. Reciprocity shall ensure that the sub-processor complies with the obligations to which Reciprocity is subject pursuant to these Clauses.

  3. Reciprocity shall provide, at Customer’s request, a copy of such a sub-processor agreement and any subsequent amendments to Customer. To the extent necessary to protect business secrets or other confidential information, including personal data, Reciprocity may redact the text of the agreement prior to sharing a copy.

  4. Reciprocity shall remain fully responsible to Customer for the performance of the sub-processor’s obligations under its contract with Reciprocity. Reciprocity shall notify Customer of any failure by the sub-processor to fulfil its obligations under that contract.

  5. Reciprocity shall agree a third-party beneficiary clause with the sub-processor whereby – in the event Reciprocity has factually disappeared, ceased to exist in law or has become insolvent – Customer shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.


Clause 10

Data subject rights

  1. Reciprocity shall promptly notify Customer of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by Customer.

  2. Reciprocity shall assist Customer in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

  3. In fulfilling its obligations under paragraphs (a) and (b), Reciprocity shall comply with the instructions from Customer


Clause 11

Redress

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

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

  3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, Reciprocity shall accept the decision of the data subject to:

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

    2. refer the dispute to the competent courts within the meaning of Clause 18.

  4. 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.

  5. Reciprocity shall abide by a decision that is binding under the applicable EU or Member State law.

  6. Reciprocity agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.


Clause 12

Liability

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

  2. Reciprocity shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages Reciprocity or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

  3. Notwithstanding paragraph (b), Customer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages Customer or Reciprocity (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 Customer and, where Customer is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

  4. The Parties agree that if Customer is held liable under paragraph (c) for damages caused by Reciprocity (or its sub-processor), it shall be entitled to claim back from Reciprocity that part of the compensation corresponding to Reciprocity’s responsibility for the damage.

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

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

  7. Reciprocity may not invoke the conduct of a sub-processor to avoid its own liability.


Clause 13

Supervision

[Where Customer is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by Customer with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where Customer 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 Customer is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

  1. Reciprocity 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, Reciprocity agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

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

Clause 14

Local laws and practices affecting compliance with the Clauses

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

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

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

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

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

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

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

  5. Reciprocity agrees to notify Customer 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).

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


Clause 15

Obligations of Reciprocity in case of access by public authorities

15.1 Notification

  1. Reciprocity agrees to notify Customer and, where possible, the data subject promptly (if necessary with the help of Customer) if it:

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

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

  2. If Reciprocity is prohibited from notifying Customer and/or the data subject under the laws of the country of destination, Reciprocity 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. Reciprocity agrees to document its best efforts in order to be able to demonstrate them on request of Customer.

  3. Where permissible under the laws of the country of destination, Reciprocity agrees to provide Customer, 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.).

  4. Reciprocity 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.

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


15.2 Review of legality and data minimisation

  1. Reciprocity 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. Reciprocity shall, under the same conditions, pursue possibilities of appeal. When challenging a request, Reciprocity 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 Reciprocity under Clause 14(e).

  2. Reciprocity 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 Customer. It shall also make it available to the competent supervisory authority on request.

  3. Reciprocity agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

  1. Reciprocity shall promptly inform Customer if it is unable to comply with these Clauses, for whatever reason.

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

  3. Customer shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

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

    2. Reciprocity is in substantial or persistent breach of these Clauses; or

    3. Reciprocity fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

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

  4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of Customer immediately be returned to Customer or deleted in its entirety. The same shall apply to any copies of the data. Reciprocity shall certify the deletion of the data to Customer. Until the data is deleted or returned, Reciprocity shall continue to ensure compliance with these Clauses. In case of local laws applicable to Reciprocity that prohibit the return or deletion of the transferred personal data, Reciprocity 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.

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


Clause 17

Governing law

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


Clause 18

Choice of forum and jurisdiction

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

  2. The Parties agree that those shall be the courts of ________.

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

  4. The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

ANNEX I

LIST OF PARTIES

Data exporter(s): [Identity and contact details of Customer (s) and, where applicable, of its/their data protection officer and/or representative in the European Union]









Data importer(s): [Identity and contact details of Reciprocity, including any contact person with responsibility for data protection]

Name: Reciprocity, Inc.

Address: 548 Market Street, #73905, San Francisco, CA 94104

Contact person’s name, position, and contact details: Scott McCormick, Chief Information Security Officer, [email protected], 415.795.2135

Activities relevant to the data transferred under these Clauses:

Reciprocity provides the Service. Customer provides contact details of various individuals who require access to the software. Such information is processed for the reasons stated below.

Signature and date: ___________________________________________________

Role (controller/processor): Processor

DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred: Employees and other workforce personnel of Customer and Reciprocity.

Categories of personal data transferred: Contact and employment-related information of workforce personnel of Customer and Reciprocity.

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: Sensitive information is not processed.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Continuous

Nature and purpose of the processing: Reciprocity processes Customer personal data for the following purposes:

  • To identify and authenticate individuals who utilize Processor’s GRC software-as-a-service software. Individuals enter various contact and employment-related identifiers, and such information is used to identify and authenticate those users.
  • To provide the service in a safe and secure manner;
  • Customer relations management, Customer service, and Customer communication;
  • To provide business intelligence information to Reciprocity; and
  • To provide workflow automation.

Such processing does not involve sensitive information nor does it involve profiling or automated decision making about the Customer’s workforce personnel.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Personal data is retained for one year after the Customer’s subscription to the software ends.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing. Subprocessors process personal data for the following reasons:

  • To provide the service in a safe and secure manner;
  • Customer relations management, Customer service, and Customer communication;
  • To provide business intelligence information to Reciprocity; and
  • To provide workflow automation.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by Reciprocity (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Reciprocity enacts the following organizational and technical measures to ensure an appropriate level of security:

  • Measures of pseudonymisation and encryption of personal data
  • Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
  • 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 incident
  • Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
  • Measures for user identification and authorisation
  • Measures for the protection of data during transmission
  • Measures for the protection of data during storage
  • Measures for ensuring physical security of locations at which personal data are processed
  • Measures for ensuring events logging
  • Measures for ensuring system configuration, including default configuration
  • Measures for internal IT and IT security governance and management
  • Measures for certification/assurance of processes and products
  • Measures for ensuring data minimisation
  • Measures for ensuring data quality
  • Measures for ensuring limited data retention
  • Measures for ensuring accountability
  • Measures for allowing data portability and ensuring erasure

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to Customer.

Subprocessors are held to the same standards and obligations as those imposed upon Reciprocity. Further, subprocessors are obligated to assist Reciprocity in fulfilling data subject requests and to provide organizational and technical measures in protecting Customer data, as needed.

ANNEX III

LIST OF SUB-PROCESSORS

  • Name: Amazon Web Services
  • Address: 410 Terry Avenue North, Seattle, WA 98109.
  • https://www.amazon.com/
  • Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): Amazon Web Services provides cloud services to Customer.
  • Name: Datadog, Inc.
  • Address: 620 8th Ave., 45th Floor, New York, NY 10018
  • https://www.datadoghq.com
  • Description of processing (including a delimitation of responsibilities in case several subprocessors are authorized): Datadog provides infrastructure monitoring for the Service. This helps to ensure the Service is secure and avoids downtime as much as possible.
  • Name: Intercom R&D Unlimited Company
  • Address: 55 2nd Street, 4th Fl., San Franciso, CA 94105
  • Description of processing (including a delimitation of responsibilities in case several subprocessors are authorized: Intercom processes personal data to assist Reciprocity in communicating with Customer.
  • Name: Red Hat, Inc.
  • https://www.redhat.com
  • Description of processing (including a delimitation of responsibilities in case several subprocessors are authorized: Red Hat provides container management services for the Service. This service automates the deployment, management, scaling, networking, and availability of container-based applications such as the Service.
  • Name: Salesforce
  • Address: 415 Mission Street, 3rd Floor, San Francisco, CA 94105
  • https://www.salesforce.com
  • Description of processing (including a delimitation of responsibilities in case several subprocessors are authorized: Salesforce processes Customer personal data to provide customer relationship management services.
  • Name: Segment.io, Inc.
  • https://www.segment.com
  • Description of processing (including a delimitation of responsibilities in case several subprocessors are authorized: Segment aggregates data regarding Customer’s use of the Service to provide Processor with various insights about the Customer.
  • Name: Sisense, Inc.
  • Address: 1125 Mission Street, San Francisco, CA 94103
  • https://www.sisense.com
  • Description of processing (including a delimitation of responsibilities in case several subprocessors are authorized: Sisense processes customer data to provides APIs for customization to build personalized analytic experiences.
  • Name: Slack
  • Address: 500 Howard Street, San Francisco, CA 94105
  • https://slack.com
  • Description of processing (including a delimitation of responsibilities in case several subprocessors are authorized: Slack processes Customer personal data to facilitate communications between Customer and Reciprocity.
  • Name: Zapier, Inc.
  • https://www.zapier.com
  • Description of processing (including a delimitation of responsibilities in case several subprocessors are authorized: Zapier processes Customer personal data to provide automated workflows.