Marzipan Data Processing Addendum

PART 1 – ex-EEA Transfers

1. Annex I.A of the Standard Contractual Clauses shall be completed as follows:

Data Exporter: The Customer (As detailed in the Contract).

Contact details: The Customer’s contact details (As detailed in the Contract).

Data Exporter Role: Data Controller.

Module Two: The Data Exporter is a Data Controller.

Data Importer: Marzipan.

Contact details: As detailed in the Contract.

Data Importer Role: The Data Importer is a Data Processor.

Signature and Date: By entering the Contract and DPA, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Contract.

2. Annex I.B of the Standard Contractual Clauses shall be completed as follows:

The categories of data subjects are described in clause 4.6 of the DPA.

The categories of Customer Data are described in clause 4.5 of the DPA.

The Parties do not intend for Special Category Data to be transferred.

The frequency of the transfer is a continuous basis for the duration of the Contract.

The nature of the processing is described in clause 4.4 of the DPA.

The purpose of the processing is described in clause 4.3 of the DPA.

The period for which the Customer Data will be retained is for the duration of the Contract, unless agreed otherwise in the Contract and/or the DPA.

In relation to transfers to Sub-processors, the subject matter, nature, and duration of the processing is set forth in clause 9 of the DPA.

3. Annex I.C of the Standard Contractual Clauses shall be completed as follows:

The competent Supervisory Authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in clause 10(e) of this DPA.

The Marzipan Security Standards (Annex A) shall serve as the documentation and particulars required in Annex II of the Standard Contractual Clauses.

4. To the extent there is any conflict between the Standard Contractual Clauses and any other terms in this DPA or the Contract, the provisions of the Standard Contractual Clauses will prevail.

PART 2 – ex-UK Transfers

1. The parties agree that the IDTA DPA shall apply to an ex-UK Transfer and this Part 2 is effective from 21 March 2022.
2. Unless defined in the Contract, defined terms Part 2 of Annex 2 shall have the meaning in “Part: 2 Mandatory Clauses” below.

Part 1: Tables

Table 1 of the IDTA DPA

3. Table 1 of the DPA shall be completed as follows:

• Data Exporter: The Customer (As detailed in the Contract).
• Contact details: As detailed in the Contract.

Signature and Date: By entering the Contract and the DPA, Data Exporter is deemed to have signed this IDTA DPA incorporated herein, as of the Effective Date of the Contract.

• Data Importer: Marzipan.
• Contact details: As detailed in the Contract.

Signature and Date: By entering the Contract and DPA, Data Importer is deemed to have signed this IDTA DPA, incorporated herein, as of the Effective Date of the Contract.

Table 2 of the IDTA DPA

4. Table 2 of the DPA shall be completed as follows:

Table 3 of the IDTA DPA

5. Table 3 of the DPA shall be completed as follows:

Data Exporter: The Customer (As detailed in the Contract).

Contact details: The Customer’s contact details (As detailed in the Contract).

Data Exporter Role: Data Controller.

1. a) Module One: The Data Importer is a Data Controller.
2. b) Module Two: The Data Importer is a Data Controller.

Module Two: The Data Exporter is a Data Controller.

Signature and Date: By entering the Contract and DPA, Data Exporter is deemed to have signed the Approved EU SCCs, incorporated herein, including their Annexes, as of the Effective Date of the Contract.

Data Importer: Marzipan.

Contact details: As detailed in the Contract.

Data Importer Role:  The Data Importer is a Data Processor.

6. Annex I.B shall be completed as follows:

The categories of data subjects are described in clause 4.6 of the DPA.

The categories of Personal Data are described in clause 4.5 of the DPA.

The Parties do not intend for Special Category Data to be transferred.

The frequency of the transfer is a continuous basis for the duration of the Contract.

The nature of the processing is described in clause 4.4 of the DPA.

The purpose of the processing is described in clause 4.3 of the DPA.

The period for which the Personal Data will be retained is for the duration of the Contract, unless agreed otherwise in the Contract and/or the DPA.

In relation to transfers to Sub-processors, the subject matter, nature, and duration of the processing is set forth in clause 9 of the DPA.

Annex III: List of Sub-processors shall not apply as Marzipan has a general written authorisation to use Sub-processors.

Table 4 of the IDTA DPA

7. The Importer may end this IDTA DPA as set out in the clause 26 of this IDTA DPA.

Part 2: Mandatory Clauses

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

9. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter this IDTA DPA in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this DPA. Entering this IDTA DPA will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this IDTA DPA

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

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

12. If the provisions included in the DPA EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved DPA, such amendment(s) will not be incorporated in this IDTA DPA, and the equivalent provision of the Approved EU SCCs will take their place.

13. If there is any inconsistency or conflict between UK Data Protection Laws and this IDTA DPA, UK Data Protection Laws applies.

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

15. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this IDTA DPA has been entered.

 

Hierachy

16. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section ‎17 will prevail.

17. Where there is any inconsistency or conflict between the Approved DPA and the DPA EU SCCs (as applicable), the Approved DPA overrides the DPA EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the DPA EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved DPA.

18. Where this IDTA DPA incorporates DPA EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this IDTA DPA impacts those DPA EU SCCs.

Incorporation of and changes to the EU SCCs

19. This IDTA DPA incorporates the DPA EU SCCs which are amended to the extent necessary so that:

1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
2. Clauses ‎16 to ‎18 below override Clause 5 (Hierarchy) of the DPA EU SCCs; and
3. this IDTA DPA (including the DPA EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

20. Unless the Parties have agreed alternative amendments which meet the requirements of the above clause 19, the provisions of Section ‎22 will apply.

21. No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎19 may be made.

22. The following amendments to the DPA EU SCCs (for the purpose of Section ‎19) are made:

1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
2. In Clause 2, delete the words: “and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;
3. Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
4. Clause 8.8(i) of Module 2 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
5. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
6. References to Regulation (EU) 2018/1725 are removed;
7. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
8. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
9. Clause 13(a) and Part C of Annex I are not used;
 
10. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
11. In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;
12. Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales.”;
13. Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and
14. The footnotes to the Approved EU SCCs do not form part of the IDTA DPA, except for footnotes 8, 9, 10 and 11.

Amendments to this IDTA DPA

23. The Parties may agree to change Clauses 17 and/or 18 of the DPA EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

24. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved DPA, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

25. From time to time, the ICO may issue a revised Approved DPA which:

1. makes reasonable and proportionate changes to the Approved DPA, including correcting errors in the Approved DPA; and/or
2. reflects changes to UK Data Protection Laws;

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

26. If the ICO issues a revised Approved DPA under Section ‎18, if any Party selected in Table 4 “Ending the DPA when the Approved DPA changes”, will as a direct result of the changes in the Approved DPA have a substantial, disproportionate and demonstrable increase in: 

1. its direct costs of performing its obligations under the DPA; and/or
2. its risk under the DPA,

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

27. The Parties do not need the consent of any third party to make changes to this IDTA DPA, but any changes must be made in accordance with its terms.