Standard Contractual Clauses

for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council
Transfer processor to processor

Clause 1

Purpose and scope
  • The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)1 for the transfer of personal data to a third country.
  • The Parties:
  • Globus AI AS, (hereinafter each ‘data exporter’), and
  • the natural and legal person(s), in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
  • These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  • The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses
  • These Clauses set out appropriate safeguards, [including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679] and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  • These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

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

Clause 4

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

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
  • 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.
  • 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.
  • 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

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

8.1 Instructions

  • The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.
  • The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.
  • The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
  • The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter2.

8.2 Purpose limitation  

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency  

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4 Accuracy  

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

8.5 Duration of processing and erasure or return of data  

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses.  Notwithstanding anything to the contrary, personal data processed by the data importer under or in connection with the present Clauses should be processed in the  data exporter’s systems and  not be downloaded on personal laptop or devices.   After the end of the provision of the processing services the data importer will not access the Controller data and will inform the data exporter, if upon revocation of all accesses by the data exporter, it is still possible to access the data by the data importer.  In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing  

  • The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  • The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  • In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  • The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data  

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

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union3 (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate |, or if:

  • the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  • the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
  • the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  • the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

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

8.9 Documentation and compliance

[1] The Agreement on the EuropeanEconomic Area (EEA Agreement) provides for the extension of the EuropeanUnion’s internal market to the three EEA States Iceland, Liechtenstein andNorway. The Union data protection legislation, including Regulation (EU)2016/679, is covered by the EEA Agreement and has been incorporated into AnnexXI thereto. Therefore, any disclosure by the data importer to a third partylocated in the EEA does not qualify as an onward transfer for the purposes ofthese Clauses.

  • The Parties shall be able to demonstratecompliance with these Clauses. In particular, the data importer shall keepappropriate documentation on the processing activities carried out on behalf ofthe controller.
  • The data importer shall make allinformation necessary to demonstrate compliance with the obligations set out inthese Clauses available to the data exporter, which shall provide it to thecontroller.
  • The data importer shall allow for andcontribute to audits by the data exporter of the processing activities coveredby these Clauses, at reasonable intervals or if there are indications ofnon-compliance. The same shall apply where the data exporter requests an auditon instructions of the controller. In deciding on an audit, the data exportermay take into account relevant certifications held by the data importer.
  • Where the audit is carried out on theinstructions of the controller, the data exporter shall make the resultsavailable to the controller.
  • The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
  • (a)    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
  • The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from a list agreed in Annex III. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s). The Parties shall keep Annex III up to date.  Notwithstanding anything to the contrary, on the date this Clauses are effective no onward transfer or engagement of sub-processors by the data importer is approved.
  • Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.4 The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  • The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  • The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
  • The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights
  • The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.
  • The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  • In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11

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

    The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body5 at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.
  • In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  • Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
  • lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
  • refer the dispute to the competent courts within the meaning of Clause 18.
  • The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
  • The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  • The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability
  • Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
  • The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
  • Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  • The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
  • Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
  • The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
  • The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision
  • (a)    The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation(EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
  • (a)    The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

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

Clause 14

Local laws and practices affecting compliance with the Clauses
  • The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
  • The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
  • the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
  • the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards6;
  • any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
  • The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

    [6] As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering as sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
  • The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  • The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). The data exporter shall forward the notification to the controller.
  • Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the controller or the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

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

    The data exporter shall forward the notification to the controller.
  • 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.
  • If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
  • Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). The data exporter shall forward the information to the controller.
  • The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
  • Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation  

  • The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
  • The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. The data exporter shall make the assessment available to the controller.
  • The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
  • The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
  • Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliancewith the Clauses and termination
  • The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  • In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
  • The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
  • the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
  • the data importer is in substantial orpersistent breach of these Clauses; or
  • the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

    In these cases, it shall inform the competent supervisory authority and the controller of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
  • Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter.Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
  • Either Party may revoke its agreement tobe bound by these Clauses where (i) the European Commission adopts a decisionpursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transferof personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679becomes part of the legal framework of the country to which the personal datais transferred. This is without prejudice to other obligations applying to theprocessing in question under Regulation (EU) 2016/679.

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

Clause 17

Governing law

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

Clause 18

Choice of forum and jurisdiction

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

  • Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  • The Parties agree that those shall be the courts of Norway.
  • A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
  • The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX- ANNEX I

A.   LIST OF PARTIES

Data exporter(s):  
Name: Globus AI AS
Address: Rådhusgata 6, 4306 Sandnes, Norway
Contact person’s name, position and contact details: privacy@globus.ai
‍  
Activities relevant to the data transferred under these Clauses: the data exporter Globus AI provides a software-as-a-service (“SaaS”) product (Globus Staffing, “Product”) which is a cloud-based platform used to handle staffing challenges more efficiently through automatic connection of resource with the expertise, helping to match people with assignments.   

Role: Processor
Signature and date: …

Helge Bjorland

Data importer(s):
Role (Processor): Processor  

As per clause 8.3. of the present Clauses to the extent necessary to protect confidential information, including personal data, the data exporter may redact part of the text of the Appendix. As the data importers here are private individuals and their data is confidential, we will be able to provide their details upon request if the data subject otherwise not be able to understand its content or exercise his/her rights.

As per clause 11 (a) hereby the data importers inform data subjects of a contact point authorised to handle complaints and deal promptly with any complaints it receives from a data subject - privacy@globus.ai

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

  • Candidates of the Controller; 
  • Employees of the Controller, who use the Product provided by the data exporter;
  •  Representatives of the Controller’s Customer (when they are somehow specified in the emails with requests)  

Categories of personal data transferred

Can vary from controller to controller.
‍Contact and identification data of the candidate: 

  • First name and last name,  
  • Home address/City,
  • Email address,
  • Phone number.

Work related data: 

  • Employment information (regular employee/temporarily employed),  
  • Work history (which employees have attended which assignments), 
  • Work schedules and future assignments,
  • Time reports (hours worked, hours scheduled, overtime, absence etc.).

Data regarding personal / professional circumstances & characteristics: 

  • CV,  
  • Specialization  
  • Education  
  • Language level. 

In some cases, additional information is stored (in dedicated secure storage area with limited access): 

  • Date of birth, 
  • Personal identity number. 
  • Bank details (account number IBAN, BIC), 
  • Salary information. 

Sensitive data transferred (if applicable) and applied restrictions or safeguards

Can vary from controller to controller and the Product may even not contain sensitive data as the data transferred through API is kind of a limitation of the ATS system of the Controller. The security measures are purpose limitation, access restrictions (including access only for staff having followed specialised training) restrictions for onward transfers.  

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

Personal data is stored within the EEA on Microsoft Azure Cloud Computing Platform in accordance with its T&Cs and TOMs (notably the storage is encrypted as described in Annex 2).   The processing is only performed by remote access to the data stored in EU on Azure through VDI (virtual desktop infrastructure) by the data importers with strict security safeguards as described below. No further sub-processors are involved which is ensured by TOMs (the access is provided only to verified IP).  Consequently, as the data is stored in the EU, public authorities of the third countries do not have unrestricted access as if it was stored in the third country, and the data exporter maintains significant control over the data. 

Nature of the processing

Access and data processing (including administration, organisation, structuring adaptation or alteration, retrieval, consultation, alignment or combination, restriction, erasure or destruction of datasets).

Purpose(s) of the data transfer and further processing

The exporter’s software product development.  

Purposes of data processing by the Globus Staffing Product  

  • Reading and interpreting requests from customers of the Controller.
  • Recommending suitable candidates for the requests to the Controller.
  • Handling communication between Controller, processor, customer, candidates.
  • Collecting competence data from candidates on behalf of the Controller Integrating with third party systems of the Controller.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Until the termination date of the agreement between data exporter (Globus AI) and data importer, unless instructed otherwise by the Controller.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Data importers are not allowed to engage sub-processors.

C.   COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13 The Norwegian Supervisory Authority (Datatilsynet)

ANNEX II

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

General overview:  

The data exporter is using Microsoft Azure cloud infrastructure which needs to be accessed remotely. It is controlled and monitored by specific people in the data exporter organization. IP addresses are used to pre-define access to IT system where the personal data are located. Access control to infrastructure is mainly controlled through Azure AD. Those parts of the infrastructure not controlled by Azure AD use other methods to control access for specific individuals based their role.  

In Azure there are logging for activities, so the data exporter could see if data was downloaded. Microsoft Security and Compliance Center is used which alert about incidents. Suspicious activities are automatically blocked according to the security policies defined. The data exporter receives alerts about such events in security center and admin receive alerts by email.  Azure storage drives/disks are encrypted.  

Azure Storage Services Encryption helps protect and safeguard data, including personal data, in support of organizational security commitments and compliance requirements defined by frameworks and regulations such as the GDPR. Azure Storage Service Encryption allows to request that the storage service automatically encrypt the data when writing it to Azure Storage.

Microsoft handles all the encryption, decryption, and key management in a fully transparent fashion. All data is encrypted using 256-bit AES (Advanced Encryption Standard) encryption, also known as AES-256, one of the strongest block ciphers available. We can enable this feature on all available redundancy types of Azure File Storage, since both options – LRS (locally redundant storage) and GRS (geo-redundant storage) – are included.   

Azure Disk Encryption is used for virtual machines that are hosted in Azure and have Windows or Linux running as a local operating system. By doing so, all data inside these virtual machines is encrypted automatically as well.  

Transparent Data Encryption with Azure SQL Database will help protect against the threat of malicious activity by performing real-time encryption and decryption of the database, associated backups, and transaction log files at rest. All of this takes place without requiring changes to the applications.

Virtual Machines in Azure contain Firewalls.

The data importer access personal data stored in MS Azure through VDIs (Virtual Machines). To avoid risk when using wifi an added layer of security is added by using Virtual Machines to connect to personal data.  Rules, policies and training is in place to

  • prevent extraction of data to non-encrypted storage devices,
  • use VPN when connecting through the Internet.

Sub-processors are working from physically protected areas (not public spaces) and use password protection on their local devices.  Moreover, as the system grow the data exporter will continue using pseudonymization to ensure limited use of direct identifiers where possible, right now it is used in it’s the recommender database.

The data importer has taken the following TOMs:

  • Measures to control access  The data importer has taken the following measures for access control (measures under which unauthorized persons are refused entry to the Data Processing sites where personal data are processed or used):   Buildings and spaces, in which data processing takes place, shall be protected against unauthorized access, insofar as this is compatible with the purpose of the data processing.  This can be ensured by property security measures. Personal computers and mobile devices shall be protected against unauthorized access.   The hardware components and physical data storage shall be protected against misuse, e. g. by data carrier encryption, careful handling of personal computers and mobile devices as well as confidential paper documents. 
  • Access control   The actual usage of data processing systems by unauthorized persons shall be prevented. This shall be guaranteed by ensuring an adequate password security.   An adequate password security requires at least a basic password strength, and the securing of passwords via logon storage systems with hashing functions. In addition, the underlying data processing activity may require a higher password strength through cross-system password policies up to a multi-factor authentication (e.g. magnetic card and PIN) and cryptographic procedures (e.g. AES-128, AES-256) or asymmetric encryption procedures.   The data importer has access to Globus AI’s Product/systems through an administrative and support interface by using a personal login combined with a generic user profile. The data importer access to Processor’s system through a generic user profile is given only to authorized users where:  
    a) access has been validated from top management and implemented within administrative and support interfaces. b) A unique personal login and access time has been registered for the accesses; c) Access rights are withdrawn when the authorization to access a resource ceases, when the agreement between data importer and data exporter is terminated.  
  • Transfer control   The integrity and confidentiality shall be guaranteed during any transfer of data. Data must be protected against any unauthorized access or alteration both during transmission and transport.   The integrity and confidentiality of data may be ensured, inter alia, by:
    ‍
    - Locking and documentation of data carriers;   
    - Classification of data according to their degree of confidentiality;  
    - Introduction of technical measures to restrict unauthorized data flows;   
    - Use of encrypted transport routes;   
    - Encryption of transmitted data by means of a high-quality cryptographic process.  
  • Input control   Depending on the particular processing, the data importer shall take appropriate measures to enable the tracing of details such as the time and duration of a data access. The data exporter shall ensure the purpose limitation of the data processing and guarantee the availability of accurate and complete data at all times. Measures such as the recording of login and logout data as well as of input, change and deletion accesses are considered.  
  •  Control of the service   The data importer shall ensure that data is only processed in accordance with the respective instructions of the data exporter. The data importer shall document the instructions issued in a suitable, clear form and shall make this documentation available upon request.  

    The processing is only performed by remote access to the Personal data stored in EU on Microsoft Azure Cloud Computing Platform in accordance with its T&Cs and TOMs through VDI (virtual desktop infrastructure) by the data importers with strict security safeguards. No further sub-processors are involved which is ensured as the access is provided only to verified IP.  Consequently, as the data is stored in the EU, public authorities of the third countries do not have unrestricted access as if it was stored in the third country, and the data exporter maintains significant control over the data.   
  • Availability control   The data importer and exporter shall ensure the quickest possible availability of data even in the event of damage. The protection of data carriers against elemental influences such as fire, water and electromagnetic radiation must be ensured.    Protective measures against malicious software shall be taken. To ensure the correct functioning and integrity of IT systems, protection against malicious software (malware, viruses, etc.) is mandatory. The data importer shall continuously use antivirus software in its latest version on its systems and shall only obtain firmware updates via official channels.    In order to ensure regulated and correct access to the entire system environment and the integrity of the IT systems, the data importer shall continuously implement the following technical facilities and ensure their operation:
    ‍
    -Usage of a firewall for the effective protection against un authorized access  
    - Protection against malware, Trojans and other threats    
  • Compliance with IT related policies of the Processor  The data importer agrees to abide to the data exporter's rules, regulations, policies and practices as revised from time to time. The data exporter will publish such documents or amendments thereto on the data exporter’s dedicated webpage as follows:  https://globusaioutlook.sharepoint.com/sites/GlobusAITeam/Policies.     The data exporter has the right to unilaterally amend such documents published on the website (hereinafter “Changes”), as necessary with an indication of the effective date and inform the data importer thereof.   The data importer agrees in case of objections to the Changes made by the data exporter, inform the data exporter about them no later than 10 (ten) calendar days from the date of publication of the Changes. Failure to receive such objections within the specified period means the acceptance of the Changes.     In the event of refusal of the Changes by the data importer, he has a right to terminate the principal agreement with the data exporter with a 14 days prior notice. 

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred
  • Candidates of the Controller; 
  • Employees of the Controller, who use the Product provided by the data exporter;
  •  Representatives of the Controller’s Customer (when they are somehow specified in the emails with requests)  
Categories of personal data transferred

Can vary from controller to controller.
‍Contact and identification data of the candidate: 

  • First name and last name,  
  • Home address/City,
  • Email address,
  • Phone number.

Work related data: 

  • Employment information (regular employee/temporarily employed),  
  • Work history (which employees have attended which assignments), 
  • Work schedules and future assignments,
  • Time reports (hours worked, hours scheduled, overtime, absence etc.).

Data regarding personal / professional circumstances & characteristics: 

  • CV,  
  • Specialization  
  • Education  
  • Language level. 

In some cases, additional information is stored (in dedicated secure storage area with limited access): 

  • Date of birth, 
  • Personal identity number. 
  • Bank details (account number IBAN, BIC), 
  • Salary information. 
Sensitive data transferred (if applicable) and applied restrictions or safeguards

Can vary from controller to controller and the Product may even not contain sensitive data as the data transferred through API is kind of a limitation of the ATS system of the Controller. The security measures are purpose limitation, access restrictions (including access only for staff having followed specialised training) restrictions for onward transfers.  

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

Personal data is stored within the EEA on Microsoft Azure Cloud Computing Platform in accordance with its T&Cs and TOMs (notably the storage is encrypted as described in Annex 2).   The processing is only performed by remote access to the data stored in EU on Azure through VDI (virtual desktop infrastructure) by the data importers with strict security safeguards as described below. No further sub-processors are involved which is ensured by TOMs (the access is provided only to verified IP).  Consequently, as the data is stored in the EU, public authorities of the third countries do not have unrestricted access as if it was stored in the third country, and the data exporter maintains significant control over the data. 

Nature of the processing

Access and data processing (including administration, organisation, structuring adaptation or alteration, retrieval, consultation, alignment or combination, restriction, erasure or destruction of datasets).

Purpose(s) of the data transfer and further processing

The exporter’s software product development.  

Purposes of data processing by the Globus Staffing Product  

  • Reading and interpreting requests from customers of the Controller.
  • Recommending suitable candidates for the requests to the Controller.
  • Handling communication between Controller, processor, customer, candidates.
  • Collecting competence data from candidates on behalf of the Controller Integrating with third party systems of the Controller.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Until the termination date of the agreement between data exporter (Globus AI) and data importer, unless instructed otherwise by the Controller.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Data importers are not allowed to engage sub-processors.

C.   COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13 The Norwegian Supervisory Authority (Datatilsynet)

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

  • Name: …
    Address: …
    Contact person’s name, position and contact details: …
    Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): …
  • Name: … Address: …
    Contact person’s name, position and contact details: …
    Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): …

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