Data Privacy information.

Last modified October 10th, 2025.

This Data Processing Agreement (“DPA”) shall apply to all Subscription Agreements in which QUALIFYZE GMBH or QUALIFYZE INC. (hereinafter individually each as “Qualifyze”), in the course of fulfilling its obligations under the relevant Subscription Agreement, processes Personal Data on behalf of a client acting as a Data Controller. Qualifyze is also referred to as “Data Processor” and the respective client as “Data Controller”; they are also referred to collectively as the “Parties” and each as a “Party”. For the avoidance of doubt, if the Client has a Subscription Agreement in place with Qualifyze, the Data Processor is the company the Client has signed the Subscription Agreement with. 

1. Definitions and Interpretation

1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the same meaning as in the General Data Protection Regulation 2016/679 (“GDPR”) or the Subscription Agreement and their cognate terms shall be construed accordingly.
2. In addition, the following definitions shall be applicable:
   1. “Affiliated Company” or “Affiliated Companies” shall mean any company directly or indirectly owning or controlling any Party, or any company under the same direct or indirect ownership or control as any Party, or any company directly or indirectly owned or controlled by any Party. Ownership or control shall exist through the direct or indirect ownership or control of more than 50% of the nominal value of the issued equity share capital or of more than 50% of the shares entitling the holders to vote for the appointment of directors or persons performing similar functions. Ownership or control shall also exist when there is power to direct or cause the direction of the management or policies of the company by any means. 
   2. “Auditor” shall mean the independent, qualified and experienced auditors in accordance with international quality standards, hired by Qualifyze. 
   3. “Auditee” shall mean the Client’s supplier.

2. Personal Data

1. The Data Processor shall process Personal Data on behalf of the Data Controller in accordance with the written instructions given by the Data Controller. 
2. A description of the categories of Personal Data and Data Subjects and the processing activities can be found in Appendix I. 

3. Processing of Personal Data

1. The Data Processor shall comply with all data protection laws applicable to it in the Processing of Personal Data and process the Personal Data only in line with the instructions issued by the Data Controller, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by Union or Member State law to which the Data Processor is subject; in such a case, the processor shall inform the Data Controller or that the legal requirement before processing, unless that law prohibits such information on important grounds of public interest; 

4. Data Processor’s Personnel 

1. The Data Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Data Controller’s Personal Data, ensuring that access is strictly limited on a need-to-know basis, and strictly necessary for the purposes of the applicable Subscription Agreement. 
2. Likewise, Data Processor shall ensure that the persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory or contractual obligation of confidentiality.

5. Security

1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Data Processor shall implement the appropriate technical and organizational measures to ensure an appropriate level of security as established in article 32 of the GDPR, including as appropriate:
   1. The pseudonymization and encryption of Personal Data. 
   2. The ability to ensure the ongoing, confidentiality, integrity, availability and resilience of processing systems and services; 
   3. The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; 
   4. A process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. 
2. In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
3. The technical and organizational measures employed by the Data Processor are described in Appendix II.

6. Relationship between Qualifyze GmbH and Qualifyze Inc. 

1. For the avoidance of doubt, under a Subscription Agreement, both Qualifyze entities may act either as (i) Data Processor, when directly engaged under a Subscription Agreement; or (ii) sub-processor, when providing limited support and maintenance services to the other Qualifyze entity for fulfilment of such Subscription Agreement. 
2. In such cases, the Qualifyze entity with whom the Client signed the Subscription Agreement shall remain the main Data Processor towards the Client, and the other Qualifyze entity shall be bound by equivalent data protection obligations as those set forth in this DPA. 
3. For the avoidance of doubt, data processing activities jointly carried out by Qualifyze GmbH and Qualifyze Inc. as joint controllers (e.g., users of the Qualifyze platform) are governed by a separate Joint Controllership Agreement between both companies.

7. Sub processing

1. The Data Processor may appoint other processors who provide auxiliary services necessary for the normal functioning of the services of the Data Processor, including hosting or storing. The Data Controller hereby grants a general written authorisation to the Data Processor to appoint such other processors (including any Affiliate of the Data Processor or Qualified Auditor) as sub-processors. Appendix III contains a list of sub-processors used by the Data Processor at the time of signing this DPA.
2. Notwithstanding the foregoing, the Data Processor shall inform the Data Controller of any changes concerning the addition or replacement of other processors. In individual cases, the Data Controller has the right to object to the engagement of a new sub-processor. An objection may only be raised by the Data Controller for important reasons which have to be further clarified. Insofar as the Data Controller does not object within 14 days after receipt of the notification, its right to object to the corresponding engagement lapses. If the Data Controller objects, the Data Processor is entitled to terminate the Subscription Agreement and this DPA with a notice period of three months.
3. It is the Data Processor’s responsibility to ensure that its  contractual agreements with sub-processors impose the same obligations on sub-processors as those incumbent upon the Data Processor under this DPA (including sufficient guarantees as to the implementation of appropriate technical and organizational measures). The Data Processor shall be fully liable to the Data Controller according to clause 7 of the Subscription Agreement in case of any breach of the data protection laws by any of the subcontractors engaged by the Data Processor. 
4. Where the Data Processor engages a sub-processor in a non-EEA country that is not recognised by the European Commission as providing an adequate level of protection for Personal Data, the data transfer shall be subject to the Standard Contractual Clauses approved by the European Commission (EU) 2021/914, of June 4th, 2021, Module 3 (Processor to Processor) or other appropriate safeguards in line with Art. 46 GDPR.

8. Data processor’s Obligations

1. Taking into account the nature of the processing, the Data Processor undertakes to assists the Data Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligation to respond to requests for exercising the data subject’s rights described in Chapter III of the GDPR. In particular, the Data Processor shall:
   1. Promptly notify the Data Controller if it receives a request from a Data Subject under any data protection law in respect of the Data Controller’s Personal Data; and
   2. Undertakes not to respond to that request except on the documented instructions of the Data Controller or as required by applicable law to which the Data Processor is subject, in which case the Data Processor shall inform the Data Controller of that legal requirement before responding to the request. 
2. The Data Processor shall notify the Data Controller without undue delay and, where feasible, within 48 hours of becoming aware of a Personal Data Breach affecting the Data Controller’s Personal Data, providing the Data Controller with sufficient information to allow the Data Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach. Data Processor shall co-operate with the Data Controller and take reasonable commercial steps as directed by the Data Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

Said notification shall at least: 

1. Describe the nature of the personal data breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned; 
2. Communicate the name and contact details of the data protection officer or other contact point where more information can be obtained; 
3. Describe the likely consequences of the Personal Data Breach; 
4. Describe the measures taken or proposed to be taken by the Data Controller to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects. 

Where, and in so far as, it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay. 

In no case will the Data Processor notify the Personal Data Breach to the supervisory authority competent without the authorization of the Data Controller. 

   3. The Data Processor shall co-operate with the Data Controller with any Data Protection Impact Assessment which the data Controller reasonably considers to be subject to pursuant to Article 35.

9. Term and Termination

1. This DPA shall become effective on the same date as the Subscription Agreement and shall remain in force until the Subscription Agreement is terminated in accordance with its terms.
2. Upon written request from the Data Controller, the Data Processor will, within 30 business days, return to the Data Controller all documents and other materials in the Data Processor’s possession containing Personal Data of the Data Controller. The Data Controller might, at its sole discretion, request the Data Processor to destroy all documents and other materials in the Data Processor’s possession containing Personal Data of the Data Controller.  
3. Notwithstanding the foregoing, (a) the Data Processor may retain one copy of all documents and other materials containing Personal Data of the Data Controller for archival, compliance and legal purposes, and (b) the Data Processor shall not be required to destroy any securely stored computer files that contain Personal Data of the Data Controller created during automatic system back-ups and/or archiving systems.   

10. International Data Transfer

For Clients with an active Subscription Agreement with Qualifyze GmbH: If, for the provision of the services, Personal Data under this DPA is transferred by the Data Processor to the Data Controller outside of the EEA to a country that is not recognised by the European Commission as providing an adequate level of protection for Personal Data, the data transfer shall be subject to the Standard Contractual Clauses approved by the European Commission (EU) 2021/914, of June 4th, 2021, Module IV (Processor to Controller), incorporated herein as Appendix IV.  

For Clients with an active Subscription Agreement with Qualifyze Inc.: The Parties acknowledge that, although both entities are established in the United States, the processing of personal data under this DPA may involve the transfer of personal data originating from the European Economic Area (EEA). The Parties agree that such transfer will be governed by the Standard Contractual Clauses adopted by the European Commission’s Implementing Decision (EU) 2021/914, Module IV included as an exhibit herein. 

11. Personal Data of the Signatories and other Contact Persons

1. The signatories and the contact persons are informed that their personal data will be processed by both Parties as independent controllers. Both Parties shall observe any applicable data protection regulation, in particular the provisions of the GDPR. The legal basis for the processing is the performance of the contract.  The data may be transferred to the Affiliates of Qualifyze for administrative purposes only. 
2. The data subject may exercise the rights to access, rectification or erasure of the data, restriction of processing and portability, as well as withdraw the consent, without affecting the lawfulness of the processing based on consent before its withdrawal, by sending a written request to the Data Controller, whose contact details are in section 1. They may also lodge a complaint with a supervisory authority. The data will be stored for the duration of the contractual relationship and even after the termination until the appropriate legal actions for this purpose expire.

12. Miscellaneous 

1. Each Party must keep this DPA and information it receives about the other Party and its business in connection with this DPA (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a) disclosure is required by law; (b) the relevant information is already in the public domain (c) can be proven by the receiving Party to have been developed independently of Confidential Information received from the disclosing Party; or (d) are approved in writing by the disclosing Party not to be treated as confidential.
2. No Party may assign any rights or claims under this DPA without the prior written consent of the other Party (within the meaning of section 126 b German Civil Code). This will not apply to assignments to Affiliated Companies of the assigning Party or successors of the Parties.
3. This DPA comprise the entire agreement between the Parties concerning its subject matter. It shall supersede all prior agreements and conventions, oral and written declarations of intent and other arrangements or side agreements (whether binding or non-binding) made by the Parties in respect thereof. This does not apply to a confidentiality agreement concluded between the Parties. In case of a conflict between any Contractual Document, including the Subscription Agreement, and the provisions of this DPA, the provisions of this DPA shall prevail.
4. No amendments to this DPA shall be valid and binding unless they are in writing and signed by the Parties.  
5. The failure or delay by the either Party in exercising or enforcing any right, remedy or power under this Subscription Agreement shall not constitute or operate as a waiver of that right, remedy or power. The single or partial exercise or enforcement of any right, remedy or power under this DPA shall not preclude or restrict any further exercise or enforcement of that right, remedy or power, or the exercise or enforcement of any other right, remedy or power under this DPA.
6. Should one or more provisions of the DPA be or become invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of the DPA. In that case, the Parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original economic purpose, provided a supplementary interpretation of the DPA does not have precedence or is not possible. In place of the invalid or unenforceable provision, or to fill a contractual lacuna, such valid and enforceable provision shall apply which reflects as closely as possible the commercial intention of the Parties as regards the invalid, unenforceable or missing provision.  
7. Each Party represents and warrants to the other Party that it has the legal power and authority to enter into and perform under this DPA.
8. The Parties agree that electronic signatures, if used in execution of this DPA, any subsequent amendments and/or any Contractual Document, are legally binding and have the same legal effect as traditional handwritten/wet ink signatures. Each of the Parties agrees that the electronic signatures used in execution of this DPA, any subsequent amendments and/or any Audit Contracts shall constitute an original for all purposes. The Parties also agree that exchanging scanned copies of this DPA, any subsequent amendments and/or any Contractual Documents containing traditional handwritten/wet ink signatures via email is legally binding and has the same legal effect as exchanging hard copies of the DPA.  

Appendix I Description of Data Subjects and data processing activities

Appendix II Technical and Organizational Measures (TOMs)in accordance with art. 32 gdpr 

Section 1. Purpose and applicability 

A secure personal data processing is fundamental to Qualifyze’s operational efficiency, risk mitigation, and overall health. This document describes the technical and organizational measures Qualifyze takes with regards to the processing of personal data in accordance with article 32 of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regards to the processing of personal data and on the free movement of such data (hereinafter “GDPR”).

Section 2. Anonymization, pseudonymization and encryption: 

Encryption: all devices with access to personal data shall be encrypted. Client information when at rest and in transit, or stored on portable devices shall be encrypted to avoid access for unauthorized individuals. 

• Data rest is encrypted using AWS Key Management Service (KMS) with symmetric keys (key spec: symmetric_default), utilizing the AES-256 encryption algorithm as per AWS standards.
• Data in transit is encrypted using RSA 2048-bit encryption provided by Amazon for secure communication over its web applications.

Section 3. Confidentiality: 

3.1. Access Control: Qualifyze has established robust and secured access through one-person passwords and permissions control. 

• 3.1.1. Passwords: for every network user, a personally assigned user must be set up with a minimum of 8-digit password featuring both uppercase and lowercase letters, numbers, and special characters, in accordance with the OWASP recommendations.
• 3.1.2. Access restrictions: Qualifyze’s access to networks and applications are built on the principle of the minimum privilege.  Authorizations are implemented through a role-based access control (RBAC), ensuring that Qualfiyze’s employees and users have access only to the data and resources necessary for their roles. Creating, changing, and removing authorizations is managed in documented procedures and monitoring of administrator access is performed continuously using advanced security tools. Systems are protected by VPN and all cloud accounts shall require a two-factor authentication mechanism. Auth0 for identity management with a 2FA for internal users is applied.
• 3.1.3. Logging and Monitoring: Access logs are maintained and regularly reviewed to detect any unusual or unauthorised activities. Automated alerts are configured to notify security personnel of any suspicious access attempts or anomalies.
• 3.2. Entry Control:The physical offices in which personal data are processed shall not be freely accessible, rooms must be locked when employees are away. In cases of remote access to personal data, Qualifyze’s security policies shall apply and shall be done using a multi-factor authentication method.

3.2. Transition control:controls to prevent the transition of data to external systems shall be in place. Environments shall be isolated in separate networks.

3.3. Confidential Disclosure Agreements:all employees and third parties allowed to access personal data are bound by confidentiality obligations under formal agreements.

3.4. Security:Network firewalls, website filtering, intrusion prevention/detection solutions are in place.

Section 4. Integrity and Availability: 

4.1. Devices and Software management:  personal data shall be processed on data processing systems that are subject to regular and documented patch management. A state of the art firewall is enabled by default and is kept up to date. Servers shall be replicated in the cloud in order to ensure availability. Automatic scripts that apply backups shall be used, as well as infra as code. 

4.2. Logging and monitoring: access logs are maintained to ensure traceability of access, modifications to personal data and deletions are recorded. Regular integrity checks and hashing mechanisms are in place to detect unauthorized alterations. 

4.3. Backups: backups of essential personal data are performed on a regular basis according to Qualifyze’s internal policies and industry best practices. Qualifyze regularly tests the backup process, at least once per quarter. 

4.4. Testing: regular vulnerability scannings and penetration testings are conducted. 

4.5. Disaster recovery and business continuity plans are in place. 

Section 5. Incident response: 

Qualifyze has a documented security incident management protocol that covers incident response, escalation and remediation to ensure availability to restore the availability and access to personal data in a timely manner. Records of incidents are retained for a minimum of 5 years. Security incidents involving Client’s personal data will be notified in accordance with clause 7 of the DPA. 

Section 6. Data Deletion: 

Client personal data shall be deleted from Qualifyze information systems upon written request by the Client when no longer needed by Qualifyze to fulfill its obligations under the subscription agreement. 

Section 7. Review and Evaluation: 

Qualifyze TOMs are periodically reviewed to assess compliance with industry security standards and applicable regulations, regular audits are conducted. Upon Client’s request, when deemed appropriate by Qualifyze, Qualifyze will provide relevant information to the client to demonstrate compliance with this TOMs. 

APPENDIX III – LIST OF SUB-PROCESSORS

• Amazon Web Services (hosting and infrastructure), Germany. 

• Google (Data hosting provider), Germany. 

• Microsoft (Office 365 and OneDrive Suite), Germany. 

• JIRA and Confluence from Atlassian (project management), Ireland. 

• Make (Data automation flows), Germany. 

• HubSpot (Customer Relationship Management – CRM), Germany. 

• Mailchimp (Email Marketing), USA. 

• Hotjar (analyze user behaviour on websites), Ireland.

• DataDog Inc. (security and system maintenance), Europe. 

• AirTable, (support tool), US.

• Slack (internal messaging system), Germany. 

• Qualifyze Spain, S.L.U. (Service & Support), Spain. 
• Qualifyze Inc. (Service & Support), US. – acts as a sub-processor only when the Subscription Agreement has been signed with Qualifyze GmbH. 
• Qualifyze GmbH (Service & Support), Germany – acts as a sub-processor only when the Subscription Agreement has been signed with Qualifyze Inc.

• Qualified auditors as agreed with the Client in accordance with the Subscription Agreement.

• Gong.io, (notetaker of meetings with clients for training and quality purposes), Israel, US, UK, EEA.

• ChiliPiper (scheduling services), US.

• DocuSign Inc., (signing tool) EEA, (depending on the DocuSign account used).

• Juro Online Limited, (contract automation), Ireland. 

Appendix IV Standard Contractual Clauses

Module IV (Processor to Controller)

SECTION I

Clause 1

Purpose and scope

(a) 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.

(b) The Parties:

• the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
• the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
• have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

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

(d) 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

(a) 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.

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

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¹ Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

Clause 3

Third-party beneficiaries

(a) 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 8.1 (b) and Clause 8.3(b);
• N/A
• N/A
• Clause 13;
• Clause 15.1(c), (d) and (e);
• Clause 16(e);
• Clause 18.

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

Clause 4

Interpretation

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

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

(c) 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 – Optional

Docking clause

(a) 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.

(b) 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.

(c) 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

(a) The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller.

(b) The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.

(c) The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.

(d) After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

8.2   Security of processing

(a) The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (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 of the personal data ⁽²⁾, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b) The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.

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² This includes whether the transfer and further processing 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 or offences.

(c) The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

8.3   Documentation and compliance

(a) The Parties shall be able to demonstrate compliance with these Clauses.

(b) The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

Clause 9

Use of sub-processors

N/A

Clause 10

Data subject rights

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

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.

Clause 12

Liability

(a) 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.

(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679.

(c) 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.

(d) The Parties agree that if one Party is held liable under paragraph (c), 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.

(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13

Supervision 

N/A

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

Clause 14

Local laws and practices affecting compliance with the Clauses

(where the EU where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

(a) 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.

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

• the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
• the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards ⁽³⁾;
• any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) 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.

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³ 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 a 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.

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

(e) 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). 

(f) 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. 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 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

(where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

15.1   Notification

(a) 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.
• 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.

(b) 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.
(c) 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.). 

(d) 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.

(e) 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

(a) 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).

(b) 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. 

(c) 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.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) 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).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

• the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
• the data importer is in substantial or persistent breach of these Clauses; or
• the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority 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.

(d) Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. 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.

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

Clause 17

Governing law

These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Germany.

Clause 18

Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of Frankfurt am Main, Germany.

APPENDIX

ANNEX I

A. LIST OF PARTIES

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

Name: Qualifyze GmbH (if the Subscription Agreement has been signed with this entity) or Qualifyze Inc. (if the Subscription Agreement has been signed with this entity).

Address: Bockenheimer Anlage 46, 60322, Frankfurt am Main, Germany and 525 Washington Blvd, Jersey City, NJ 7310, New Jersey, United States (respectively) 

Contact person’s name, position and contact details: Rosa de Antonio Rodríguez, Data Protection Officer; dataprivacy@qualifyze.com (Qualifyze GmbH) and dataprivacy@qualifyze.com (Qualifyze Inc.)

Activities relevant to the data transferred under these Clauses:

Transfer of audit reports pursuant to contract obligations to Data Importer as further described in the DPA.

Signature and date: 

Role (controller/processor):  Processor

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

Name: As laid down in the Subscription Agreement 

Address: As laid down in the Subscription Agreement and/or order form

Contact person’s name, position and contact details: As laid down in the Subscription Agreement and/or order form

Activities relevant to the data transferred under these Clauses:

Use and disclosure of audit reports to relevant authorities; storage of audit reports pursuant to statutory retention obligations.

Signature and date: 

Role (controller/processor): Controller

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

• Contact persons and employees of Data Importer’s supplier 
• Where audited entities conducted clinical trials: participants of said clinical trials

Categories of personal data transferred

Contact data, e.g. full name, e-mail address, phone number.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Where audited entities conducted clinical trials: health data relating to participants of said clinical trials. The sensitive data is only transferred and used further by the Data Importer as part of the audit reports and only disclosed to relevant authorities pursuant to statutory obligations.

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

Continuous basis

Nature of the processing

Storage, combination, dissemination 

Purpose(s) of the data transfer and further processing

Transfer to Data Controller as part of audit results pursuant to contract obligations as further described in the DPA.

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

Only for as long as required by applicable statutory retention obligations.

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

n/a