Vendor International Data Transfer Agreement

International Data Transfer Agreement

Part 4: Mandatory Clauses

Information that can help you understand IDTA

1.This IDTA and Linked Agreements

1.1Each Party agrees to be bound by the terms and conditions set out in the IDTA, in exchange for the other Party also agreeing to be bound by the IDTA.

1.2This IDTA is made up of:

1.2.1Part one: Tables;

1.2.2Part two: Extra Protection Clauses;

1.2.3Part three: Commercial Clauses; and

1.2.4Part four: Mandatory Clauses.

1.3The IDTA starts on the Start Date and ends as set out in Sections 29 or 30.

1.4If the Importer is a Processor or Sub-Processor instructed by the Exporter: the Exporter must ensure that, on or before the Start Date and during the Term, there is a Linked Agreement which is enforceable between the Parties and which complies with Article 28 UK GDPR (and which they will ensure continues to comply with Article 28 UK GDPR).

1.5References to the Linked Agreement or to the Commercial Clauses are to that Linked Agreement or to those Commercial Clauses only in so far as they are consistent with the Mandatory Clauses.

2.Legal Meaning of Words

2.1If a word starts with a capital letter it has the specific meaning set out in the Legal Glossary in Section 36.

2.2To make it easier to read and understand, this IDTA contains headings and guidance notes. Those are not part of the binding contract which forms the IDTA.

3.You have provided all the information required

3.1The Parties must ensure that the information contained in Part one: Tables is correct and complete at the Start Date and during the Term.

3.2In Table 2: Transfer Details, if the selection that the Parties are Controllers, Processors or Sub-Processors is wrong (either as a matter of fact or as a result of applying the UK Data Protection Laws) then:

3.2.1the terms and conditions of the Approved IDTA which apply to the correct option which was not selected will apply; and

3.2.2the Parties and any Relevant Data Subjects are entitled to enforce the terms and conditions of the Approved IDTA which apply to that correct option.

3.3In Table 2: Transfer Details, if the selection that the UK GDPR applies is wrong (either as a matter of fact or as a result of applying the UK Data Protection Laws), then the terms and conditions of the IDTA will still apply to the greatest extent possible.

4.How to sign the IDTA

4.1The Parties may choose to each sign (or execute):

4.1.1the same copy of this IDTA;

4.1.2two copies of the IDTA. In that case, each identical copy is still an original of this IDTA, and together all those copies form one agreement;

4.1.3a separate, identical copy of the IDTA. In that case, each identical copy is still an original of this IDTA, and together all those copies form one agreement,

unless signing (or executing) in this way would mean that the IDTA would not be binding on the Parties under Local Laws.

5.Changing this IDTA

5.1Each Party must not change the Mandatory Clauses as set out in the Approved IDTA, except only:

5.1.1to ensure correct cross-referencing: cross-references to Part one: Tables (or any Table), Part two: Extra Protections, and/or Part three: Commercial Clauses can be changed where the Parties have set out the information in a different format, so that the cross-reference is to the correct location of the same information, or where clauses have been removed as they do not apply, as set out below;

5.1.2to remove those Sections which are expressly stated not to apply to the selections made by the Parties in Table 2: Transfer Details, that the Parties are Controllers, Processors or Sub-Processors and/or that the Importer is subject to, or not subject to, the UK GDPR. The Exporter and Importer understand and acknowledge that any removed Sections may still apply and form a part of this IDTA if they have been removed incorrectly, including because the wrong selection was made in Table 2: Transfer Details;

5.1.3so the IDTA operates as a multi-party agreement if there are more than two Parties to the IDTA. This may include nominating a lead Party or lead Parties which can make decisions on behalf of some or all of the other Parties which relate to this IDTA (including reviewing Table 4: Security Requirements and Part two: Extra Protection Clauses, and making updates to Part one: Tables (or any Table), Part two: Extra Protection Clauses, and/or Part three: Commercial Clauses); and/or

5.1.4to update the IDTA to set out in writing any changes made to the Approved IDTA under Section 5.4, if the Parties want to. The changes will apply automatically without updating them as described in Section 5.4;

provided that the changes do not reduce the Appropriate Safeguards.

5.2If the Parties wish to change the format of the information included in Part one: Tables, Part two: Extra Protection Clauses or Part three: Commercial Clauses of the Approved IDTA, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

5.3If the Parties wish to change the information included in Part one: Tables, Part two: Extra Protection Clauses or Part three: Commercial Clauses of this IDTA (or the equivalent information), they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

5.4From time to time, the ICO may publish a revised Approved IDTA which:

5.4.1makes reasonable and proportionate changes to the Approved IDTA, including correcting errors in the Approved IDTA; and/or

5.4.2reflects changes to UK Data Protection Laws.

5.4.3The revised Approved IDTA will specify the start date from which the changes to the Approved IDTA are effective and whether an additional Review Date is required as a result of the changes. This IDTA is automatically amended as set out in the revised Approved IDTA from the start date specified.

6.Understanding this IDTA

6.1This IDTA must always be interpreted in a manner that is consistent with UK Data Protection Laws so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

6.2If there is any inconsistency or conflict between UK Data Protection Laws and this IDTA, the UK Data Protection Laws apply.

6.3If the meaning of the IDTA is unclear or there is more than one meaning, the meaning which most closely aligns with the UK Data Protection Laws applies.

6.4Nothing in the IDTA (including the Commercial Clauses or the Linked Agreement) limits or excludes either Party’s liability to Relevant Data Subjects or to the ICO under this IDTA or under UK Data Protection Laws.

6.5If any wording in Parts one, two or three contradicts the Mandatory Clauses, and/or seeks to limit or exclude any liability to Relevant Data Subjects or to the ICO, then that wording will not apply.

6.6The Parties may include provisions in the Linked Agreement which provide the Parties with enhanced rights otherwise covered by this IDTA. These enhanced rights may be subject to commercial terms, including payment, under the Linked Agreement, but this will not affect the rights granted under this IDTA.

6.7If there is any inconsistency or conflict between this IDTA and a Linked Agreement or any other agreement, this IDTA overrides that Linked Agreement or any other agreements, even if those agreements have been negotiated by the Parties. The exceptions to this are where (and in so far as):

6.7.1the inconsistent or conflicting terms of the Linked Agreement or other agreement provide greater protection for the Relevant Data Subject’s rights, in which case those terms will override the IDTA; and

6.7.2a Party acts as Processor and the inconsistent or conflicting terms of the Linked Agreement are obligations on that Party expressly required by Article 28 UK GDPR, in which case those terms will override the inconsistent or conflicting terms of the IDTA in relation to Processing by that Party as Processor.

6.8The words “include”, “includes”, “including”, “in particular” are used to set out examples and not to set out a finite list.

6.9References to:

6.9.1singular or plural words or people, also includes the plural or singular of those words or people;

6.9.2legislation (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 this IDTA has been signed; and

6.9.3any obligation not to do something, includes an obligation not to allow or cause that thing to be done by anyone else.

7.Which laws apply to this IDTA

7.1This IDTA is governed by the laws of the UK country set out in Table 2: Transfer Details. If no selection has been made, it is the laws of England and Wales. This does not apply to Section 35 which is always governed by the laws of England and Wales.

How this IDTA provides Appropriate Safeguards

8.The Appropriate Safeguards

8.1The purpose of this IDTA is to ensure that the Transferred Data has Appropriate Safeguards when Processed by the Importer during the Term. This standard is met when and for so long as:

8.1.1both Parties comply with the IDTA, including the Security Requirements and any Extra Protection Clauses; and

8.1.2the Security Requirements and any Extra Protection Clauses provide a level of security which is appropriate to the risk of a Personal Data Breach occurring and the impact on Relevant Data Subjects of such a Personal Data Breach, including considering any Special Category Data within the Transferred Data.

8.2The Exporter must:

8.2.1ensure and demonstrate that this IDTA (including any Security Requirements and Extra Protection Clauses) provides Appropriate Safeguards; and

8.2.2(if the Importer reasonably requests) provide it with a copy of any TRA.

8.3The Importer must:

8.3.1before receiving any Transferred Data, provide the Exporter with all relevant information regarding Local Laws and practices and the protections and risks which apply to the Transferred Data when it is Processed by the Importer, including any information which may reasonably be required for the Exporter to carry out any TRA (the “Importer Information”);

8.3.2co-operate with the Exporter to ensure compliance with the Exporter’s obligations under the UK Data Protection Laws.

8.4review whether any Importer Information has changed, and whether any Local Laws contradict its obligations in this IDTA and take reasonable steps to verify this, on a regular basis. These reviews must be at least as frequent as the Review Dates; and

8.5inform the Exporter as soon as it becomes aware of any Importer Information changing, and/or any Local Laws which may prevent or limit the Importer complying with its obligations in this IDTA. This information then forms part of the Importer Information.

8.6The Importer must ensure that at the Start Date and during the Term:

8.6.1the Importer Information is accurate;

8.6.2it has taken reasonable steps to verify whether there are any Local Laws which contradict its obligations in this IDTA or any additional information regarding Local Laws which may be relevant to this IDTA.

8.7Each Party must ensure that the Security Requirements and Extra Protection Clauses provide a level of security which is appropriate to the risk of a Personal Data Breach occurring and the impact on Relevant Data Subjects of such a Personal Data Breach.

9.Reviews to ensure the Appropriate Safeguards continue

9.1Each Party must:

9.1.1review this IDTA (including the Security Requirements and Extra Protection Clauses and the Importer Information) at regular intervals, to ensure that the IDTA remains accurate and up to date and continues to provide the Appropriate Safeguards. Each Party will carry out these reviews as frequently as the relevant Review Dates or sooner; and

9.1.2inform the other party in writing as soon as it becomes aware if any information contained in either this IDTA, any TRA or Importer Information is no longer accurate and up to date.

9.2If, at any time, the IDTA no longer provides Appropriate Safeguards the Parties must Without Undue Delay:

9.2.1pause transfers and Processing of Transferred Data whilst a change to the Tables is agreed. The Importer may retain a copy of the Transferred Data during this pause, in which case the Importer must carry out any Processing required to maintain, so far as possible, the measures it was taking to achieve the Appropriate Safeguards prior to the time the IDTA no longer provided Appropriate Safeguards, but no other Processing;

9.2.2agree a change to Part one: Tables or Part two: Extra Protection Clauses which will maintain the Appropriate Safeguards (in accordance with Section 5); and

9.2.3where a change to Part one: Tables or Part two: Extra Protection Clauses which maintains the Appropriate Safeguards cannot be agreed, the Exporter must end this IDTA by giving written notice to the Importer.

10.The ICO

10.1Each Party agrees to comply with any reasonable requests made by the ICO in relation to this IDTA or its Processing of the Transferred Data.

10.2The Exporter will provide a copy of any TRA, the Importer Information and this IDTA to the ICO, if the ICO requests such.

10.3The Importer will provide a copy of any Importer Information and this IDTA to the ICO, if the ICO requests such.

The Exporter

11.Exporter’s obligations

11.1The Exporter agrees that UK Data Protection Laws apply to its Processing of the Transferred Data, including transferring it to the Importer.

11.2The Exporter must:

11.2.1comply with the UK Data Protection Laws in transferring the Transferred Data to the Importer;

11.2.2comply with the Linked Agreement as it relates to its transferring the Transferred Data to the Importer; and

11.2.3carry out reasonable checks on the Importer’s ability to comply with this IDTA, and take appropriate action including under Section 9.2, Section 29 or Section 30, if at any time it no longer considers that the Importer is able to comply with this IDTA or to provide Appropriate Safeguards.

11.3The Exporter must comply with all its obligations in the IDTA, including any in the Security Requirements, and any Extra Protection Clauses and any Commercial Clauses.

11.4The Exporter must co-operate with reasonable requests of the Importer to pass on notices or other information to and from Relevant Data Subjects or any Third Party Controller where it is not reasonably practical for the Importer to do so. The Exporter may pass these on via a third party if it is reasonable to do so.

11.5The Exporter must co-operate with and provide reasonable assistance to the Importer, so that the Importer is able to comply with its obligations to the Relevant Data Subjects under Local Law and this IDTA.

The Importer

12.General Importer obligations

12.1The Importer must:

12.1.1only Process the Transferred Data for the Purpose;

12.1.2comply with all its obligations in the IDTA, including in the Security Requirements, any Extra Protection Clauses and any Commercial Clauses;

12.1.3comply with all its obligations in the Linked Agreement which relate to its Processing of the Transferred Data;

12.1.4keep a written record of its Processing of the Transferred Data, which demonstrate its compliance with this IDTA, and provide this written record if asked to do so by the Exporter;

12.1.5if the Linked Agreement includes rights for the Exporter to obtain information or carry out an audit, provide the Exporter with the same rights in relation to this IDTA; and

12.1.6if the ICO requests, provide the ICO with the information it would be required on request to provide to the Exporter under this Section 12.1 (including the written record of its Processing, and the results of audits and inspections).

12.2The Importer must co-operate with and provide reasonable assistance to the Exporter and any Third Party Controller, so that the Exporter and any Third Party Controller are able to comply with their obligations under UK Data Protection Laws and this IDTA.

13.Importer’s obligations if it is subject to UK Data Protection Laws

13.1If the Importer’s Processing of the Transferred Data is subject to UK Data Protection Laws, it agrees that:

13.1.1UK Data Protection Laws apply to its Processing of the Transferred Data, and the ICO has jurisdiction over it in that respect; and

13.1.2it has and will comply with UK Data Protection Laws in relation to the Processing of the Transferred Data.

13.2If Section 13.1 applies and the Importer complies with Section 13.1, it does not need to comply with:

13.2.1Section 14 (Importer’s obligations to comply with key data protection principles);

13.2.2Section 15 (What happens if there is an Importer Personal Data Breach);

13.2.3Section 15 (How Relevant Data Subjects can exercise their data subject rights); and

13.2.4Section 21 (How Relevant Data Subjects can exercise their data subject rights – if the Importer is the Exporter’s Processor or Sub-Processor).

14.Importer’s obligations to comply with key data protection principles

14.1The Importer does not need to comply with this Section 14 if it is the Exporter’s Processor or Sub-Processor.

14.2The Importer must:

14.2.1ensure that the Transferred Data it Processes is adequate, relevant and limited to what is necessary for the Purpose;

14.2.2ensure that the Transferred Data it Processes is accurate and (where necessary) kept up to date, and (where appropriate considering the Purposes) correct or delete any inaccurate Transferred Data it becomes aware of Without Undue Delay; and

14.2.3ensure that it Processes the Transferred Data for no longer than is reasonably necessary for the Purpose.

15.What happens if there is an Importer Personal Data Breach

15.1If there is an Importer Personal Data Breach, the Importer must:

15.1.1take reasonable steps to fix it, including to minimise the harmful effects on Relevant Data Subjects, stop it from continuing, and prevent it happening again. If the Importer is the Exporter’s Processor or Sub-Processor: these steps must comply with the Exporter’s instructions and the Linked Agreement and be in co-operation with the Exporter and any Third Party Controller; and

15.1.2ensure that the Security Requirements continue to provide (or are changed in accordance with this IDTA so they do provide) a level of security which is appropriate to the risk of a Personal Data Breach occurring and the impact on Relevant Data Subjects of such a Personal Data Breach.

15.2If the Importer is a Processor or Sub-Processor: if there is an Importer Personal Data Breach, the Importer must:

15.2.1notify the Exporter Without Undue Delay after becoming aware of the breach, providing the following information:

(a)a description of the nature of the Importer Personal Data Breach;

(b)(if and when possible) the categories and approximate number of Data Subjects and Transferred Data records concerned;

(c)likely consequences of the Importer Personal Data Breach;

(d)steps taken (or proposed to be taken) to fix the Importer Personal Data Breach (including to minimise the harmful effects on Relevant Data Subjects, stop it from continuing, and prevent it happening again) and to ensure that Appropriate Safeguards are in place;

(e)contact point for more information; and

(f)any other information reasonably requested by the Exporter

15.2.2if it is not possible for the Importer to provide all the above information at the same time, it may do so in phases, Without Undue Delay; and

15.2.3assist the Exporter (and any Third Party Controller) so the Exporter (or any Third Party Controller) can inform Relevant Data Subjects or the ICO or any other relevant regulator or authority about the Importer Personal Data Breach Without Undue Delay.

15.3If the Importer is a Controller: if the Importer Personal Data Breach is likely to result in a risk to the rights or freedoms of any Relevant Data Subject, the Importer must notify the Exporter Without Undue Delay after becoming aware of the breach, providing the following information:

15.3.1a description of the nature of the Importer Personal Data Breach;

15.3.2(if and when possible) the categories and approximate number of Data Subjects and Transferred Data records concerned;

15.3.3likely consequences of the Importer Personal Data Breach;

15.3.4steps taken (or proposed to be taken) to fix the Importer Personal Data Breach (including to minimise the harmful effects on Relevant Data Subjects, stop it from continuing, and prevent it happening again) and to ensure that Appropriate Safeguards are in place;

15.3.5contact point for more information; and

15.3.6any other information reasonably requested by the Exporter.

15.3.7If it is not possible for the Importer to provide all the above information at the same time, it may do so in phases, Without Undue Delay.

15.4If the Importer is a Controller: if the Importer Personal Data Breach is likely to result in a high risk to the rights or freedoms of any Relevant Data Subject, the Importer must inform those Relevant Data Subjects Without Undue Delay, except in so far as it requires disproportionate effort, and provided the Importer ensures that there is a public communication or similar measures whereby Relevant Data Subjects are informed in an equally effective manner.

15.5The Importer must keep a written record of all relevant facts relating to the Importer Personal Data Breach, which it will provide to the Exporter and the ICO on request.

15.6This record must include the steps it has taken to fix the Importer Personal Data Breach (including to minimise the harmful effects on Relevant Data Subjects, stop it from continuing, and prevent it happening again) and to ensure that Security Requirements continue to provide a level of security which is appropriate to the risk of a Personal Data Breach occurring and the impact on Relevant Data Subjects of such a Personal Data Breach.

16.Transferring on the Transferred Data

16.1The Importer may only transfer on the Transferred Data to a third party if it is permitted to do so in Table 2: Transfer Details Table, the transfer is for the Purpose, the transfer does not breach the Linked Agreement, and one or more of the following apply:

16.1.1the third party has entered into a written contract with the Importer containing the same level of protection for Data Subjects as that contained in this IDTA (based on the role of the recipient as controller or processor), and the Importer has conducted a risk assessment to ensure that the Appropriate Safeguards will be protected by that contract; or

16.1.2the third party has been added to this IDTA as a Party; or

16.1.3if the Importer was in the UK, transferring on the Transferred Data would comply with Article 46 UK GDPR; or

16.1.4if the Importer was in the UK transferring on the Transferred Data would comply with one of the exceptions in Article 49 UK GDPR; or

16.1.5the transfer is to the UK or an Adequate Country.

16.2The Importer does not need to comply with Section 16.1 if it is transferring on Transferred Data and/or allowing access to the Transferred Data in accordance with Section 23 (Access Requests and Direct Access).

17.Importer’s responsibility if it authorises others to perform its obligations.

17.1The Importer may sub-contract its obligations in this IDTA to a Processor or Sub-Processor (provided it complies with Section 16).

17.2If the Importer is the Exporter’s Processor or Sub-Processor: it must also comply with the Linked Agreement or be with the written consent of the Exporter.

17.3The Importer must ensure that any person or third party acting under its authority, including a Processor or Sub-Processor, must only Process the Transferred Data on its instruction.

17.4The Importer remains fully liable to the Exporter, the ICO and Relevant Data Subjects for its obligations under this IDTA where it has sub-contracted any obligations to its Processors and Sub-Processors, or authorised an employee or other person to perform them (and references to the Importer in this context will include references to its Processors, Sub-Processors or authorised persons).

What rights do individuals have?

18.The right to a copy of the IDTA

18.1If a Party receives a request from a Relevant Data Subject for a copy of this IDTA:

18.1.1it will provide the IDTA to the Relevant Data Subject and inform the other Party, as soon as reasonably possible;

18.1.2it does not need to provide copies of the Linked Agreement, but it must provide all the information from those Linked Agreements referenced in the Tables;

18.1.3it may redact information in the Tables or the information provided from the Linked Agreement if it is reasonably necessary to protect business secrets or confidential information, so long as it provides the Relevant Data Subject with a summary of those redactions so that the Relevant Data Subject can understand the content of the Tables or the information provided from the Linked Agreement.

19.The right to Information about the Importer and its Processing

19.1The Importer does not need to comply with this Section 19 if it is the Exporter’s Processor or Sub-Processor.

19.2The Importer must ensure that each Relevant Data Subject is provided with details of:

19.2.1the Importer (including contact details and the Importer Data Subject Contact);

19.2.2the Purposes; and

19.2.3any recipients (or categories of recipients) of the Transferred Data;

19.3The Importer can demonstrate it has complied with this Section 19.2 if the information is given (or has already been given) to the Relevant Data Subjects by the Exporter or another party.

19.4The Importer does not need to comply with this Section 19.2 in so far as to do so would be impossible or involve a disproportionate effort, in which case, the Importer must make the information publicly available.

19.5The Importer must keep the details of the Importer Data Subject Contact up to date and publicly available. This includes notifying the Exporter in writing of any such changes.

19.6The Importer must make sure those contact details are always easy to access for all Relevant Data Subjects and be able to easily communicate with Data Subjects in the English language Without Undue Delay.

20.How Relevant Data Subjects can exercise their data subject rights

20.1The Importer does not need to comply with this Section 20 if it is the Exporter’s Processor or Sub-Processor.

20.2If an individual requests, the Importer must confirm whether it is Processing their Personal Data as part of the Transferred Data.

20.3The following Sections of this Section 20, relate to a Relevant Data Subject’s Personal Data which forms part of the Transferred Data the Importer is Processing.

20.4If the Relevant Data Subject requests, the Importer must provide them with a copy of their Transferred Data:

20.4.1Without Undue Delay (and in any event within one month);

20.4.2at no greater cost to the Relevant Data Subject than it would be able to charge if it were subject to UK Data Protection Laws;

20.4.3in clear and plain English that is easy to understand; and

20.4.4in an easily accessible form

together with

20.4.5(if needed) a clear and plain English explanation of the Transferred Data so that it is understandable to the Relevant Data Subject; and

20.4.6information that the Relevant Data Subject has the right to bring a claim for compensation under this IDTA.

20.5If a Relevant Data Subject requests, the Importer must:

20.5.1rectify inaccurate or incomplete Transferred Data;

20.5.2erase Transferred Data if it is being Processed in breach of this IDTA;

20.5.3cease using it for direct marketing purposes; and

20.5.4comply with any other reasonable request of the Relevant Data Subject, which the Importer would be required to comply with if it were subject to UK Data Protection Laws.

20.6The Importer must not use the Transferred Data to make decisions about the Relevant Data Subject based solely on automated processing, including profiling (the “Decision-Making”), which produce legal effects concerning the Relevant Data Subject or similarly significantly affect them, except if it is permitted by Local Law and:

20.6.1the Relevant Data Subject has given their explicit consent to such Decision-Making; or

20.6.2Local Law has safeguards which provide sufficiently similar protection for the Relevant Data Subjects in relation to such Decision-Making, as to the relevant protection the Relevant Data Subject would have if such Decision-Making was in the UK; or

20.6.3the Extra Protection Clauses provide safeguards for the Decision-Making which provide sufficiently similar protection for the Relevant Data Subjects in relation to such Decision-Making, as to the relevant protection the Relevant Data Subject would have if such Decision-Making was in the UK.

21.How Relevant Data Subjects can exercise their data subject rights– if the Importer is the Exporter’s Processor or Sub-Processor

21.1Where the Importer is the Exporter’s Processor or Sub-Processor: If the Importer receives a request directly from an individual which relates to the Transferred Data it must pass that request on to the Exporter Without Undue Delay. The Importer must only respond to that individual as authorised by the Exporter or any Third Party Controller.

22.Rights of Relevant Data Subjects are subject to the exemptions in the UK Data Protection Laws

22.1The Importer is not required to respond to requests or provide information or notifications under Sections 18, 19, 20, 21 and 23 if:

22.1.1it is unable to reasonably verify the identity of an individual making the request; or

22.1.2the requests are manifestly unfounded or excessive, including where requests are repetitive. In that case the Importer may refuse the request or may charge the Relevant Data Subject a reasonable fee; or

22.1.3a relevant exemption would be available under UK Data Protection Laws, were the Importer subject to UK Data Protection Laws.

22.2If the Importer refuses an individual’s request or charges a fee under Section 22.1.2 it will set out in writing the reasons for its refusal or charge, and inform the Relevant Data Subject that they are entitled to bring a claim for compensation under this IDTA in the case of any breach of this IDTA.

How to give third parties access to Transferred Data under Local Laws

23.Access requests and direct access

23.1In this Section ‎23 an “Access Request” is a legally binding request (except for requests only binding by contract law) to access any Transferred Data and “Direct Access” means direct access to any Transferred Data by public authorities of which the Importer is aware.

23.2The Importer may disclose any requested Transferred Data in so far as it receives an Access Request, unless in the circumstances it is reasonable for it to challenge that Access Request on the basis there are significant grounds to believe that it is unlawful.

23.3In so far as Local Laws allow and it is reasonable to do so, the Importer will Without Undue Delay provide the following with relevant information about any Access Request or Direct Access: the Exporter; any Third Party Controller; and where the Importer is a Controller, any Relevant Data Subjects.

23.4In so far as Local Laws allow, the Importer must:

23.4.1make and keep a written record of Access Requests and Direct Access, including (if known): the dates, the identity of the requestor/accessor, the purpose of the Access Request or Direct Access, the type of data requested or accessed, whether it was challenged or appealed, and the outcome; and the Transferred Data which was provided or accessed; and

23.4.2provide a copy of this written record to the Exporter on each Review Date and any time the Exporter or the ICO reasonably requests such.

24.Giving notice

24.1If a Party is required to notify any other Party in this IDTA it will be marked for the attention of the relevant Key Contact and sent by e-mail to the e-mail address given for the Key Contact.

24.2If the notice is sent in accordance with Section 24.1, it will be deemed to have been delivered at the time the e-mail was sent, or if that time is outside of the receiving Party’s normal business hours, the receiving Party’s next normal business day, and provided no notice of non-delivery or bounceback is received.

24.3The Parties agree that any Party can update their Key Contact details by giving 14 days’ (or more) notice in writing to the other Party.

25.General Clauses

25.1In relation to the transfer of the Transferred Data to the Importer and the Importer’s Processing of the Transferred Data, this IDTA and any Linked Agreement:

25.1.1contain all the terms and conditions agreed by the Parties; and

25.1.2override all previous contacts and arrangements, whether oral or in writing.

25.2If one Party made any oral or written statements to the other before entering into this IDTA (which are not written in this IDTA) the other Party confirms that it has not relied on those statements and that it will not have a legal remedy if those statements are untrue or incorrect, unless the statement was made fraudulently.

25.3Neither Party may novate, assign or obtain a legal charge over this IDTA (in whole or in part) without the written consent of the other Party, which may be set out in the Linked Agreement.

25.4Except as set out in Section 17.1, neither Party may sub contract its obligations under this IDTA without the written consent of the other Party, which may be set out in the Linked Agreement.

25.5This IDTA does not make the Parties a partnership, nor appoint one Party to act as the agent of the other Party.

25.6If any Section (or part of a Section) of this IDTA is or becomes illegal, invalid or unenforceable, that will not affect the legality, validity and enforceability of any other Section (or the rest of that Section) of this IDTA.

25.7If a Party does not enforce, or delays enforcing, its rights or remedies under or in relation to this IDTA, this will not be a waiver of those rights or remedies. In addition, it will not restrict that Party’s ability to enforce those or any other right or remedy in future.

25.8If a Party chooses to waive enforcing a right or remedy under or in relation to this IDTA, then this waiver will only be effective if it is made in writing. Where a Party provides such a written waiver:

25.8.1it only applies in so far as it explicitly waives specific rights or remedies;

25.8.2it shall not prevent that Party from exercising those rights or remedies in the future (unless it has explicitly waived its ability to do so); and

25.8.3it will not prevent that Party from enforcing any other right or remedy in the future.

What happens if there is a breach of this IDTA?

26.Breaches of this IDTA

26.1Each Party must notify the other Party in writing (and with all relevant details) if it:

26.1.1has breached this IDTA; or

26.1.2it should reasonably anticipate that it may breach this IDTA, and provide any information about this which the other Party reasonably requests.

26.2In this IDTA “Significant Harmful Impact” means that there is more than a minimal risk of a breach of the IDTA causing (directly or indirectly) significant damage to any Relevant Data Subject or the other Party.

27.Breaches of this IDTA by the Importer

27.1If the Importer has breached this IDTA, and this has a Significant Harmful Impact, the Importer must take steps Without Undue Delay to end the Significant Harmful Impact, and if that is not possible to reduce the Significant Harmful Impact as much as possible.

27.2Until there is no ongoing Significant Harmful Impact on Relevant Data Subjects:

27.2.1the Exporter must suspend sending Transferred Data to the Importer;

27.2.2If the Importer is the Exporter’s Processor or Sub-Processor: if the Exporter requests, the importer must securely delete all Transferred Data or securely return it to the Exporter (or a third party named by the Exporter); and

27.2.3if the Importer has transferred on the Transferred Data to a third party receiver under Section 16, and the breach has a Significant Harmful Impact on Relevant Data Subjects when it is Processed by or on behalf of that third party receiver, the Importer must:

(a)notify the third party receiver of the breach and suspend sending it Transferred Data; and

(b)if the third party receiver is the Importer’s Processor or Sub-Processor: make the third party receiver securely delete all Transferred Data being Processed by it or on its behalf, or securely return it to the Importer (or a third party named by the Importer).

27.3If the breach cannot be corrected Without Undue Delay, so there is no ongoing Significant Harmful Impact on Relevant Data Subjects, the Exporter must end this IDTA under Section 30.1.

28.Breaches of this IDTA by the Exporter

28.1If the Exporter has breached this IDTA, and this has a Significant Harmful Impact, the Exporter must take steps Without Undue Delay to end the Significant Harmful Impact and if that is not possible to reduce the Significant Harmful Impact as much as possible.

28.2Until there is no ongoing risk of a Significant Harmful Impact on Relevant Data Subjects, the Exporter must suspend sending Transferred Data to the Importer.

28.3If the breach cannot be corrected Without Undue Delay, so there is no ongoing Significant Harmful Impact on Relevant Data Subjects, the Importer must end this IDTA under Section 30.1.

Ending the IDTA

29.How to end this IDTA without there being a breach

29.1The IDTA will end:

29.1.1at the end of the Term stated in Table 2: Transfer Details; or

29.1.2if in Table 2: Transfer Details, the Parties can end this IDTA by providing written notice to the other: at the end of the notice period stated;

29.1.3at any time that the Parties agree in writing that it will end; or

29.1.4at the time set out in Section 29.2.

29.2If the ICO issues a revised Approved IDTA under Section 5.4, if any Party selected in Table 2 “Ending the IDTA when the Approved IDTA changes”, will as a direct result of the changes in the Approved IDTA have a substantial, disproportionate and demonstrable increase in:

29.2.1its direct costs of performing its obligations under the IDTA; and/or

29.2.2its risk under the IDTA,

and in either case it has first taken reasonable steps to reduce that cost or risk so that it is not substantial and disproportionate, that Party may end the IDTA 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 IDTA.

30.How to end this IDTA if there is a breach

30.1A Party may end this IDTA immediately by giving the other Party written notice if:

30.1.1the other Party has breached this IDTA and this has a Significant Harmful Impact. This includes repeated minor breaches which, taken together, have a Significant Harmful Impact, and

30.1.2the breach can be corrected so there is no Significant Harmful Impact, and the other Party has failed to do so Without Undue Delay (which cannot be more than 14 days of being required to do so in writing); or

30.1.3the breach and its Significant Harmful Impact cannot be corrected;

30.1.4the Importer can no longer comply with Section 8.3, as there are Local Laws which mean it cannot comply with this IDTA and this has a Significant Harmful Impact.

31.What must the Parties do when the IDTA ends?

31.1If the parties wish to bring this IDTA to an end or this IDTA ends in accordance with any provision in this IDTA, but the Importer must comply with a Local Law which requires it to continue to keep any Transferred Data then this IDTA will remain in force in respect of any retained Transferred Data for as long as the retained Transferred Data is retained, and the Importer must:

31.1.1notify the Exporter Without Undue Delay, including details of the relevant Local Law and the required retention period;

31.1.2retain only the minimum amount of Transferred Data it needs to comply with that Local Law, and the Parties must ensure they maintain the Appropriate Safeguards, and change the Tables and Extra Protection Clauses, together with any TRA to reflect this; and

31.1.3stop Processing the Transferred Data as soon as permitted by that Local Law and the IDTA will then end and the rest of this Section 29 will apply.

31.2When this IDTA ends (no matter what the reason is):

31.2.1the Exporter must stop sending Transferred Data to the Importer; and

31.2.2if the Importer is the Exporter’s Processor or Sub-Processor: the Importer must delete all Transferred Data or securely return it to the Exporter (or a third party named by the Exporter), as instructed by the Exporter;

31.2.3if the Importer is a Controller and/or not the Exporter’s Processor or Sub-Processor: the Importer must securely delete all Transferred Data.

31.2.4the following provisions will continue in force after this IDTA ends (no matter what the reason is):

Section 1 (This IDTA and Linked Agreements);

Section 2 (Legal Meaning of Words);

Section 6 (Understanding this IDTA);

Section 7 (Which laws apply to this IDTA);

Section 10 (The ICO);

Sections 11.1 and 11.4 (Exporter’s obligations);

Sections 12.1.2, 12.1.3, 12.1.4, 12.1.5 and 12.1.6 (General Importer obligations);

Section 13.1 (Importer’s obligations if it is subject to UK Data Protection Laws);

Section 17 (Importer’s responsibility if it authorised others to perform its obligations);

Section 24 (Giving notice);

Section 25 (General Clauses);

Section 31 (What must the Parties do when the IDTA ends);

Section 32 (Your liability);

Section 33 (How Relevant Data Subjects and the ICO may bring legal claims);

Section 34 (Courts legal claims can be brought in);

Section 35 (Arbitration); and

Section 36 (Legal Glossary).

How to bring a legal claim under this IDTA

32.Your liability

32.1The Parties remain fully liable to Relevant Data Subjects for fulfilling their obligations under this IDTA and (if they apply) under UK Data Protection Laws.

32.2Each Party (in this Section, “Party One”) agrees to be fully liable to Relevant Data Subjects for the entire damage suffered by the Relevant Data Subject, caused directly or indirectly by:

32.2.1Party One’s breach of this IDTA; and/or

32.2.2where Party One is a Processor, Party One’s breach of any provisions regarding its Processing of the Transferred Data in the Linked Agreement;

32.2.3where Party One is a Controller, a breach of this IDTA by the other Party if it involves Party One’s Processing of the Transferred Data (no matter how minimal)

in each case unless Party One can prove it is not in any way responsible for the event giving rise to the damage.

32.3If one Party has paid compensation to a Relevant Data Subject under Section 32.2, it is entitled to claim back from the other Party that part of the compensation corresponding to the other Party’s responsibility for the damage, so that the compensation is fairly divided between the Parties.

32.4The Parties do not exclude or restrict their liability under this IDTA or UK Data Protection Laws, on the basis that they have authorised anyone who is not a Party (including a Processor) to perform any of their obligations, and they will remain responsible for performing those obligations.

33.How Relevant Data Subjects and the ICO may bring legal claims

33.1The Relevant Data Subjects are entitled to bring claims against the Exporter and/or Importer for breach of the following (including where their Processing of the Transferred Data is involved in a breach of the following by either Party):

Section 1 (This IDTA and Linked Agreements);

Section 3 (You have provided all the information required by Part one: Tables and Part two: Extra Protection Clauses);

Section 8 (The Appropriate Safeguards);

Section 9 (Reviews to ensure the Appropriate Safeguards continue);

Section 11 (Exporter’s obligations);

Section 12 (General Importer Obligations);

Section 13 (Importer’s obligations if it is subject to UK Data Protection Laws);

Section 14 (Importer’s obligations to comply with key data protection laws);

Section 15 (What happens if there is an Importer Personal Data Breach);

Section 16 (Transferring on the Transferred Data);

Section 17 (Importer’s responsibility if it authorises others to perform its obligations);

Section 18 (The right to a copy of the IDTA);

Section 19 (The Importer’s contact details for the Relevant Data Subjects);

Section 20 (How Relevant Data Subjects can exercise their data subject rights);

Section 21 (How Relevant Data Subjects can exercise their data subject rights– if the Importer is the Exporter’s Processor or Sub-Processor);

Section 23 (Access Requests and Direct Access);

Section 26 (Breaches of this IDTA);

Section 27 (Breaches of this IDTA by the Importer);

Section 28 (Breaches of this IDTA by the Exporter);

Section 30 (How to end this IDTA if there is a breach);

Section 31 (What must the Parties do when the IDTA ends); and

any other provision of the IDTA which expressly or by implication benefits the Relevant Data Subjects.

33.2The ICO is entitled to bring claims against the Exporter and/or Importer for breach of the following Sections: Section 10 (The ICO), Sections 11.1 and 11.2 (Exporter’s obligations), Section 12.1.6 (General Importer obligations) and Section 13 (Importer’s obligations if it is subject to UK Data Protection Laws).

33.3No one else (who is not a Party) can enforce any part of this IDTA (including under the Contracts (Rights of Third Parties) Act 1999).

33.4The Parties do not need the consent of any Relevant Data Subject or the ICO to make changes to this IDTA, but any changes must be made in accordance with its terms.

33.5In bringing a claim under this IDTA, a Relevant Data Subject may be represented by a not-for-profit body, organisation or association under the same conditions set out in Article 80(1) UK GDPR and sections 187 to 190 of the Data Protection Act 2018.

34.Courts’ legal claims can be brought in

34.1The courts of the UK country set out in Table 2: Transfer Details have non-exclusive jurisdiction over any claim in connection with this IDTA (including non-contractual claims).

34.2The Exporter may bring a claim against the Importer in connection with this IDTA (including non-contractual claims) in any court in any country with jurisdiction to hear the claim.

34.3The Importer may only bring a claim against the Exporter in connection with this IDTA (including non-contractual claims) in the courts of the UK country set out in Table 2: Transfer Details

34.4Relevant Data Subjects and the ICO may bring a claim against the Exporter and/or the Importer in connection with this IDTA (including non-contractual claims) in any court in any country with jurisdiction to hear the claim.

34.5Each Party agrees to provide to the other Party reasonable updates about any claims or complaints brought against it by a Relevant Data Subject or the ICO in connection with the Transferred Data (including claims in arbitration).

35.Arbitration

35.1Instead of bringing a claim in a court under Section 34, any Party, or a Relevant Data Subject may elect to refer any dispute arising out of or in connection with this IDTA (including non-contractual claims) to final resolution by arbitration under the Rules of the London Court of International Arbitration, and those Rules are deemed to be incorporated by reference into this Section ‎35.

35.2The Parties agree to submit to any arbitration started by another Party or by a Relevant Data Subject in accordance with this Section ‎‎35.

35.3There must be only one arbitrator. The arbitrator (1) must be a lawyer qualified to practice law in one or more of England and Wales, or Scotland, or Northern Ireland and (2) must have experience of acting or advising on disputes relating to UK Data Protection Laws.

35.4London shall be the seat or legal place of arbitration. It does not matter if the Parties selected a different UK country as the ‘primary place for legal claims to be made’ in Table 2: Transfer Details.

35.5The English language must be used in the arbitral proceedings.

35.6English law governs this Section ‎‎35. This applies regardless of whether or not the parties selected a different UK country’s law as the ‘UK country’s law that governs the IDTA’ in Table 2: Transfer Details.

36.Legal Glossary

Word or Phrase	Legal definition (this is how this word or phrase must be interpreted in the IDTA)
Access Request	As defined in Section 23, as a legally binding request (except for requests only binding by contract law) to access any Transferred Data.
Adequate Country	A third country, or: a territory; one or more sectors or organisations within a third country; an international organisation; which the Secretary of State has specified by regulations provides an adequate level of protection of Personal Data in accordance with Section 17A of the Data Protection Act 2018.
Appropriate Safeguards	The standard of protection over the Transferred Data and of the Relevant Data Subject’s rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved IDTA	The template IDTA A1.0 issued by the ICO and laid before Parliament in accordance with Section 119A of the Data Protection Act 2018 on 2 February 2022, as revised under Section 5.4.
Commercial Clauses	The Commercial Clauses set out in Part three.
Controller	As defined in the UK GDPR.
Damage	All material and non-material loss and damage.
Data Subject	As defined in the UK GDPR.
Decision-Making	As defined in Section 20.6, as decisions about the Relevant Data Subjects based solely on automated processing, including profiling, using the Transferred Data.
Direct Access	As defined in Section 23 as direct access to any Transferred Data by public authorities of which the Importer is aware.
Exporter	The exporter identified in Table 1: Parties & Signature.
Extra Protection Clauses	The clauses set out in Part two: Extra Protection Clauses.
ICO	The Information Commissioner.
Importer	The importer identified in Table 1: Parties & Signature.
Importer Data Subject Contact	The Importer Data Subject Contact identified in Table 1: Parties & Signature, which may be updated in accordance with Section 19.
Importer Information	As defined in Section 8.3.1, as all relevant information regarding Local Laws and practices and the protections and risks which apply to the Transferred Data when it is Processed by the Importer, including for the Exporter to carry out any TRA.
Importer Personal Data Breach	A ‘personal data breach’ as defined in UK GDPR, in relation to the Transferred Data when Processed by the Importer.
Linked Agreement	The linked agreements set out in Table 2: Transfer Details (if any).
Local Laws	Laws which are not the laws of the UK and which bind the Importer.
Mandatory Clauses	Part four: Mandatory Clauses of this IDTA.
Notice Period	As set out in Table 2: Transfer Details.
Party/Parties	The parties to this IDTA as set out in Table 1: Parties & Signature.
Personal Data	As defined in the UK GDPR.
Personal Data Breach	As defined in the UK GDPR.
Processing	As defined in the UK GDPR. When the IDTA refers to Processing by the Importer, this includes where a third party Sub-Processor of the Importer is Processing on the Importer’s behalf.
Processor	As defined in the UK GDPR.
Purpose	The ‘Purpose’ set out in Table 2: Transfer Details, including any purposes which are not incompatible with the purposes stated or referred to.
Relevant Data Subject	A Data Subject of the Transferred Data.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR
Review Dates	The review dates or period for the Security Requirements set out in Table 2: Transfer Details, and any review dates set out in any revised Approved IDTA.
Significant Harmful Impact	As defined in Section 26.2 as where there is more than a minimal risk of the breach causing (directly or indirectly) significant harm to any Relevant Data Subject or the other Party.
Special Category Data	As described in the UK GDPR, together with criminal conviction or criminal offence data.
Start Date	As set out in the Contract Details
Sub-Processor	A Processor appointed by another Processor to Process Personal Data on its behalf. This includes Sub-Processors of any level, for example a Sub-Sub-Processor.
Tables	The Tables set out in Part one of this IDTA.
Term	As set out in Table 2: Transfer Details.
Third Party Controller	The Controller of the Transferred Data where the Exporter is a Processor or Sub-Processor If there is not a Third Party Controller this can be disregarded.
Transfer Risk Assessment or TRA	A risk assessment in so far as it is required by UK Data Protection Laws to demonstrate that the IDTA provides the Appropriate Safeguards
Transferred Data	Any Personal Data which the Parties transfer, or intend to transfer under this IDTA, as described in Table 2: Transfer Details
UK Data Protection Laws	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	As defined in Section 3 of the Data Protection Act 2018.
Without Undue Delay	Without undue delay, as that phase is interpreted in the UK GDPR.

Alternative Part 4 Mandatory Clauses:

Mandatory Clauses	Part 4: Mandatory Clauses of the Approved IDTA, being the template IDTA A.1.0 issued by the ICO and laid before Parliament in accordance with Section 119A of the Data Protection Act 2018 on 2 February 2022, as revised under Section ‎5.4 of those Mandatory Clauses.