Last Updated: August 30, 2024
This Data Processing Addendum (“Addendum”) forms part of the Terms of Service or Professional Services Agreement entered into between MoveData (“MoveData”) and the Client and incorporates this Addendum by reference (the “Agreement”) and governs the Processing of Client Personal Data by MoveData in providing its automation platform (the “Service”) pursuant to the Agreement.
1. Definitions
1.1. “Client Personal Data” means any personal data (as defined under the applicable Data Protection Legislation) that is transferred, processed, or stored as part of the Services by or on behalf of the Client.
1.2. “Data Subject” means any individual who is the subject of the Client Personal Data as Processed under this Addendum.
1.3.“Data Protection Legislation” means to the extent regulating the processing of Client Personal Data under this Addendum and in relation to the Services and to the extent to which MoveData or the Client is subject to all applicable data protection and privacy law in the European Union, Australia, the United Kingdom, Switzerland, California or the United Kingdom.
1.4. “Process” or “Processing” means to the extent applicable to the Client Personal Data, the meaning given in applicable Data Protection Legislation from time to time (and related expressions, including process, processed and processes shall be construed accordingly).
1.5. “Processor” means a natural or legal person, public authority, agency, or other body which processes Personal Data on behalf of the controller (as such term is defined under the GDPR).
1.6. “Security Incident” means a breach of security of the Service or MoveData’s systems used to process Client Personal Data leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Client Personal Data processed by MoveData. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Client Personal Data, including unsuccessful login attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems
1.7. “Sensitive Data” means the types of sensitive personal data set forth in Article 9, Section 1 of the GDPR.
1.8. “Services” means the subscription to MoveData by a Client including but not limited to updates, enhancement and upgrades.
1.9. “Subprocessor List” means any Processor engaged by MoveData (a current list of which is stated in Section 7 below for carrying out any processing activities in respect of the Client Personal Data).
1.10. “European Data” means Client Personal Data that is subject to the protection of European Data Protection Laws.
1.11. “European Data Protection Laws” mean (a) Regulation 2016/679 of the European Parliament and of the Council 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) (“GDPR”); (b) in respect of the United Kingdom, the Data Protection Act 2018 and the EU GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (“UK GDPR”); and (c) the Swiss Federal Data Protection Act and its implementing regulations (“Swiss FADP”); in each case as may be amended, superseded or replaced from time to time.
1.12. “Swiss Amendments” mean the Controller to Processor SCCs or the Processor to Processor SCCs (as applicable) with the following amendments: (a) “FDPIC” means the Swiss Federal Data Protection and Information Commissioner, (b) “Revised FADP” means the revised version of the FADP of 25 September 2020, which came into force on 1 January 2023, (c) the term “EU Member State” must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility for suing their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c), (d) the Controller to Processor SCCs also protect the data of legal entities until the entry into force of the Revised FADP, and (e) the FDPIC shall act as the “competent supervisory authority” insofar as the relevant data transfer is governed by the FADP.
1.13. “UK Addendum” means the template Addendum B.1.0 issued by the UK’s Information Commissioner’s Office and laid before Parliament in accordance with s119A of the Data Protection Act 2018 of the UK on 2 February 2022, and in force from 21 March 2022, available here: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf as updated and/or replaced from time to time.
1.14. “U.S. Data Protection Laws” mean all state laws in effect in the United States of America that are applicable to the processing of personal data under this DPA, including, but not limited to, the California Consumer Privacy Act, as amended by the California Privacy Rights act (“CCPA”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act.
2. Processing of Client Personal Data
2.1. Details of processing
| Categories of Data Subjects |
|
| Types of Client Personal Data |
|
| Subject-Matter and Nature of the Processing | Client Personal Data will be subject to those processing activities which MoveData needs to perform in order to provide the Service pursuant to the Agreement |
| Purpose of the Processing | The provision of the Service to the Client |
| Duration of the Processing | For the duration of the Agreement |
Processing requirements
2.2. The parties agree that the Client is a Controller and that MoveData is a Processor for the purposes of processing Client Personal Data under this Addendum. MoveData will only process the Client Personal Data in accordance with the Details of Processing as stated in 2.1 above unless if alternative processing instructions are agreed between the Parties in writing.
2.3. The Client hereby authorises MoveData to process Client Personal Data to provide the Services. The Client agrees that MoveData is reliant on the Client’s representations that MoveData is authorised to process the Client Personal Data.
2.4. The Client will be responsible for providing or making Client Personal Data available to MoveData in compliance with all applicable Data Protection Legislation (and will not cause MoveData to infringe or violate any Data Protection Legislation).
2.5. The Client must provide any necessary notices to, and obtaining and maintaining any necessary rights, consents, and authorisations from Data Subjects whose Client Personal Data is provided by the Client to MoveData for Processing pursuant to this Addendum.
2.6. Retention, return and/or deletion of any client data, including Client Personal Data, will be governed by the Data Retention and Deletion Policy, unless Data Protection Legislation requires MoveData to retain a copy of such client data.
2.7. The Client acknowledges that the Service is not intended or designed for the Processing of special category data (as defined by Data Protection Legislation) and the Client agrees not to provide any special category data through the Service. The parties agree that the Client provides Client Personal Data to MoveData as a condition precedent to MoveData’s performance of the Service and that Client Personal Data is not exchanged for monetary or other valuable consideration.
3. Security
MoveData shall implement and maintain throughout the term of the Addendum reasonable and appropriate technical and organisational measures as defined in Schedule 1 for the processing of Client Personal Data in the context of providing the Services in such a manner (i) to ensure a level of security appropriate to the risk to the Client Personal Data when it is processed by MoveData; and (ii) to enable MoveData to assist the Client in the fulfilment of its obligations to respond to requests from data subjects exercising their rights under Data Protection Legislation.
4. Security Incident
If MoveData becomes aware of a Security Incident, MoveData will (a) notify the Client without undue delay, and not later than 48 hours after MoveData discovers the Security Incident, and (b) make reasonable efforts to identify the cause of the Security Incident, mitigate the effects, and remediate the cause to the extent within MoveData’s reasonable control. Upon the Client’s request and taking into account the nature of the applicable Processing, MoveData will assist by providing, when available, information reasonably necessary for the Client to meet the Client’s Security Incident notification obligations under Data Protection Legislations. The Client acknowledges that MoveData providing notification of a Security Incident is not an acknowledgment of fault or liability.
5. Confidentiality
MoveData will ensure that its personnel authorised to process Client Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
6. Data Subject Requests
6.1. The Client is responsible for handling any requests or complaints from Data Subjects with respect to their personal data Processed by MoveData under this Addendum. If MoveData receives a request from Data Subject in relation to any Client Personal Data Processed on behalf for the Client, MoveData will notify the Client within 5 business days and advise the Data Subject to submit the request to the Client, and the Client will be responsible for responding to any such request.
6.3. MoveData shall (at the Client’s cost and expense) and taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under the GDPR in respect of any Client Personal Data.
6.3. MoveData will not assess the content of Client Personal Data to identify data subject to specific legal requirements. The Client is solely responsible for complying with incident notification laws applicable to Client and fulfilling any third-party notification obligations related to regulators and/or data subjects
7. Subprocessors
In providing the Service, the Client agrees that:
7.1. Authorisation – MoveData will engage the organisations listed on the Subprocessor List contained in this Section below (each a “Subprocessor”) to help process Client Personal Data on the Service. The Client consents to the use of Subprocessors, and authorises the Subprocessors as contained in the Subprocessor List.
7.2. MoveData will enter into a written agreement with each Subprocessor imposing data processing and protection obligations substantially the same as those set out in this Addendum.
7.3. MoveData may make changes to Subprocessors from time to time and MoveData shall give prior notice to inform the Client by updating the Subprocessor List. The Client will have fourteen (15) days from the date of such notice to object to the change. In the event of no objection, the Client is deemed to have accepted the Subprocessor. If the Client objects in good faith to the appointment or replacement of a Subprocessor, the Client shall cooperate with MoveData in good faith in determining a replacement Subprocessor.
7.4. If the parties are unable to reach a mutually agreeable resolution to the Client’s objection to a new Subprocessor, the Client, as its sole and exclusive remedy, may terminate the Order for the part of the Services that is affected for convenience, and MoveData will refund the unused fees for the terminated portion of the applicable Term.
Suprocessor List
| Subprocessor | Processing this Subprocessor is authorised to undertake | Location |
| Amazon Web Services | Cloud Services provider | Australia |
| Intercom | Client support | United States |
| Atlassian | Project management | Australia |
| Email and documents management | United States |
8. Data Transfers and Residency
8.1. When MoveData transfers Client Personal Data, outside of the European Economic Area (“EEA”), Switzerland or UK (references to transferring data falls under the scope of MoveData processing activities as a processor), MoveData shall ensure that Client Personal Data is transferred and processed securely in a manner which provides a degree of protection of Client Personal Data like the EU. For the purpose of such transfer, MoveData will be the processor and data importer while the Client will be the controller and data exporter. MoveData have put in place the following:
8.1.1. Standard Contractual Clauses. If the Data Privacy Framework is invalidated and/or does not cover the transfer of European Data to MoveData, the applicable Standard Contractual Clauses will be incorporated by reference and form a part of this DPA as follows:
8.1.1.1. the Controller to Processor SCCs if the restricted transfer is subject to the GDPR and MoveData is acting as the Client’s processor;
8.1.1.2. the Swiss Amendments if the restricted transfer consists of Client Personal Data originating from Switzerland; and
8.1.1.3. the UK Addendum if the restricted transfer is subject to the UK GDPR.
8.1.2. We have also included a US Addendum to ensure the protection of Personal in the United States.
9. Audits and Processing
MoveData shall, in accordance with Data Protection Legislation, make available to the Client on request such data that is in its possession or control as is necessary to demonstrate MoveData’s compliance with the obligations placed on it under this Addendum and allow for and contribute to audits, including inspections, by the Client for this purpose (subject to a maximum of one audit request in any 12 month period under this section). To the extent consistent with the forgoing, MoveData shall, however, be entitled to withhold data where it is commercially sensitive or confidential to it or its other Clients.
10. Deletion / Return
Promptly following termination of the Agreement and this Addendum for any reason, MoveData will destroy the Client Personal Data it was Processing on the Client’s behalf pursuant to MoveData’s provision of the Service unless Data Protection Legislation prevents MoveData from destroying all or part of the Client Personal Data.
11. Miscellaneous
The legal entity agreeing to this Addendum as Controller represents that it is authorised to agree to and enter into this Addendum for, and is agreeing to this DPA solely on behalf of, the Controller.
12. Data Protection Contact
Our Data Protection officer may be contacted through the details below:
| Name | James Gilray |
| Email Address | legal@movedata.io |
SCHEDULES
| Schedule 1 | Technical and Organisational Measures |
| Schedule 2 | Standard Contractual Clauses (Controller to Processor) |
| Schedule 3 | UK Addendum |
| Schedule 4 | Switzerland Addendum |
| Schedule 5 | United States Addendum |
SCHEDULE 1 – TECHNICAL AND ORGANISATIONAL MEASURES
MoveData maintains administrative, physical, and technical safeguards designed for protection of the security, confidentiality, and integrity of Client Personal Data uploaded to the Service, as described in this Schedule.
1. Security Governance
1.1. MoveData maintains an information security program (including the adoption and enforcement of internal policies and procedures) designed to:
(a) help Clients secure their data processed using MoveData Services against accidental or unlawful loss, access, or disclosure,
(b) identify reasonably foreseeable and internal risks to security and unauthorised access to MoveData Services, and
(c) minimise security risks, including through risk assessment and regular testing.
1.2. Security Governance covers the following core functions:
(a) application security (secure development, security feature design, and secure development training)
(b) infrastructure security (data centres, cloud security, and strong authentication)
(c) monitoring and incident response (cloud native and custom)
(d) vulnerability management (vulnerability scanning and resolution)
(e) compliance and technical privacy
2. Access Control
2.1. Preventing Unauthorised Product Access
| Third party data hosting and processing | MoveData exclusively uses Amazon Web Services for data hosting and processing purposes. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with this Addendum. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed and/or stored by these vendors. |
| Physical and environmental security | MoveData hosts product infrastructure with multi-tenant, outsourced infrastructure providers. |
| Authentication | Clients who interact with MoveData Services are required to authenticate before they are able to access their non-public data. Since MoveData is installed into Salesforce it inherits Salesforce’s own Multi-Factor Authentication (link).
Our employees use multi-factor authentication before having access to any part of the Services. |
| Authorisation | Client Content (content transferred in and out of integrations or other MoveData Services) is stored in multi-tenant storage systems which are only accessible to Clients via application user interfaces and application programming interfaces. Clients are not allowed direct access to the underlying application infrastructure.
The authorisation model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customisation options. Authorisation to data sets is performed through validating the user’s permissions against the attributes associated with each data set. |
| Application Programming Interface (API) access | Product APIs are accessed using API key or through OAuth authorisation. Authorisation credentials are stored encrypted. |
2.2. Preventing Unauthorised Product Use
We implement industry-standard access controls and detection capabilities for the internal networks that support our products.
| Access controls | Network access control mechanisms are designed to prevent network traffic using unauthorised protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules. |
| Static code analysis | Automated security reviews of code stored in our source code repositories, performed through static code analysis, checking for coding best practices and identifiable software vulnerabilities. |
| Authentication | The MoveData application and APIs are certified by Salesforce for the Salesforce AppExchange. To achieve this, MoveData has passed an exhaustive suite of tests including static code analysis and penetration testing. We are reviewed periodically by the Salesforce Security Review team in order to remain compliant (link). |
2.3. Limitations of Privilege & Authorisation Requirements
| Product access | A subset of our personnel have access to the products and to Client data via controlled interfaces. The intent of providing access to a subset of personnel is to provide effective Client support, troubleshoot potential problems, detect, and respond to security incidents, and implement data security. |
| Personnel security | MoveData personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. MoveData conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local law and regulations. |
3. Encryption Technologies
| In-transit | We make HTTPS encryption (also referred to as SSL or TLS) available on all our login interfaces. Our HTTPS implementation uses industry-standard algorithms and certificates in combination with additional to application-specific controls. |
| At-rest | We store user passwords following policies that follow industry standard practices for security. |
4. Input Controls
| Detection | We designed our infrastructure to log extensive information about the system behaviour, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate personnel of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents. |
| Response and tracking | We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, and/or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimise product and Client damage or unauthorised disclosure. Notifications will be in accordance with the terms of the Agreement. |
5. Data Retention and Portability
Please see Data Retention and Deletion Policy
6. Availability Controls
Our products are designed to ensure redundancy and seamless failover. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
| Redundancy | The infrastructure providers use designs to eliminate single points of failure and minimise the impact of anticipated environmental risks. MoveData’s product is designed to allow the company to perform certain types of preventative and corrective maintenance without interruption. |
| Business Continuity | MoveData has designed business continuity planning/disaster recovery programs. |
SCHEDULE 2 – STANDARD CONTRACTUAL CLAUSES (CONTROLLER TO PROCESSOR)
Standard Contractual Clauses for Personal Data Transfers from an EU Controller to a Processor Established in a Third Country (Controller-to-Processor Transfers)
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) for the transfer of personal data to a third country.
(b) The Parties:
(i) 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
(ii) 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.
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:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: 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
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.
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.
(b) 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 importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
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 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 the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
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 erase or rectify 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 data exporter 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. 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
(a) 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, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. 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.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) 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 the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) 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 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 described 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 data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (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 Module, or if:
(i) 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;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) 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
(iv) 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
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) 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.
(e) 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
(a) GENERAL WRITTEN AUTHORISATION: The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) as contained in the Data Processing Addendum to which this SCC is attached. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 15 days in advance, thereby giving the data exporter 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 data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), 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. 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.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. 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.
(d) 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.
(e) 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
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
CLAUSE 11
Redress
(a) 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.
(b) 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.
(c) 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:
(i) 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;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) 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.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) 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
(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) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
CLAUSE 13
Supervision
(a) Where the data exporter is established in an EU Member State: 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.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) 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
(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:
(i) 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;
(ii) 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;
(iii) 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.
(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
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:
(i) 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
(ii) include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(iii) 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.
(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:
(i) 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;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) 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 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.
(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 one of the EU Member States. The parties agree that this shall be the laws of the Republic of Ireland.
CLAUSE 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of _____ (specify Member State).
(c) 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.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
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 | |
| Address | |
| Contact person’s name, position and contact details | |
| Activities relevant to the data transferred under these Clauses |
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
| Name | Blueberry Agency Pty Ltd trading as MoveData |
| Address | Level 10/418A Elizabeth St. Surry Hills NSW 2010 Australia |
| Contact person’s name, position and contact details | MoveData Legal, legal@movedata.io |
B. DESCRIPTION OF TRANSFER
| Categories of data subjects whose personal data is transferred | Individuals about whom Personal Data is provided or made available to MoveData by the Client through its use of MoveData’s Services or at the direction of Client or end users. |
| Categories of personal data transferred |
|
| 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 | Not Applicable |
| The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) | As long as MoveData Services is being used by the Client |
| Nature of the processing | Personal Data will be subject to those processing activities which MoveData needs to perform in order to provide the Service pursuant to the Agreement. |
| Purpose(s) of the data transfer and further processing | Personal Data will be processed and subject to those processing activities which MoveData needs to perform in order to provide the Service pursuant to the Agreement. |
| The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period |
All Client Personal Data will be deleted in line with the Data Retention and Deletion Policy |
C. COMPETENT SUPERVISORY AUTHORITY
As stated in Clause 13
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
This Annex II forms part of the Addendum and Exhibit A (Standard Contractual Clauses). All definitions shall be as set forth in this Addendum. Any undefined term shall be as defined in applicable Data Protection Law. Description of the technical and organisational security measures implemented by the data importer.
MoveData maintains administrative, physical, and technical safeguards designed for protection of the security, confidentiality, and integrity of Client Personal Data uploaded to the Service, as described in this Schedule.
1. Security Governance
1.1. MoveData maintains an information security program (including the adoption and enforcement of internal policies and procedures) designed to:
(a) help Clients secure their data processed using MoveData Services against accidental or unlawful loss, access, or disclosure,
(b) identify reasonably foreseeable and internal risks to security and unauthorised access to MoveData Services, and
(c) minimise security risks, including through risk assessment and regular testing.
1.2. Security Governance covers the following core functions:
(a) application security (secure development, security feature design, and secure development training)
(b) infrastructure security (data centres, cloud security, and strong authentication)
(c) monitoring and incident response (cloud native and custom)
(d) vulnerability management (vulnerability scanning and resolution)
(e) compliance and technical privacy
2. Access Control
2.1. Preventing Unauthorised Product Access
| Third party data hosting and processing | MoveData exclusively uses Amazon Web Services for data hosting and processing purposes. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with this Addendum. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed and/or stored by these vendors. |
| Physical and environmental security | MoveData hosts product infrastructure with multi-tenant, outsourced infrastructure providers. |
| Authentication | Clients who interact with MoveData Services are required to authenticate before they are able to access their non-public data. Since MoveData is installed into Salesforce it inherits Salesforce’s own Multi-Factor Authentication (link).
Our employees use multi-factor authentication before having access to any part of the Services. |
| Authorisation | Client Content (content transferred in and out of integrations or other MoveData Services) is stored in multi-tenant storage systems which are only accessible to Clients via application user interfaces and application programming interfaces. Clients are not allowed direct access to the underlying application infrastructure.
The authorisation model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customisation options. Authorisation to data sets is performed through validating the user’s permissions against the attributes associated with each data set. |
| Application Programming Interface (API) access | Product APIs are accessed using API key or through OAuth authorisation. Authorisation credentials are stored encrypted. |
2.2. Preventing Unauthorised Product Use
We implement industry-standard access controls and detection capabilities for the internal networks that support our products.
| Access controls | Network access control mechanisms are designed to prevent network traffic using unauthorised protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules. |
| Static code analysis | Automated security reviews of code stored in our source code repositories, performed through static code analysis, checking for coding best practices and identifiable software vulnerabilities. |
| Authentication | The MoveData application and APIs are certified by Salesforce for the Salesforce AppExchange. To achieve this, MoveData has passed an exhaustive suite of tests including static code analysis and penetration testing. We are reviewed periodically by the Salesforce Security Review team in order to remain compliant (link). |
2.3. Limitations of Privilege & Authorisation Requirements
| Product access | A subset of our personnel have access to the products and to Client data via controlled interfaces. The intent of providing access to a subset of personnel is to provide effective Client support, troubleshoot potential problems, detect, and respond to security incidents, and implement data security. |
| Personnel security | MoveData personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. MoveData conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local law and regulations. |
3. Encryption Technologies
| In-transit | We make HTTPS encryption (also referred to as SSL or TLS) available on all our login interfaces. Our HTTPS implementation uses industry-standard algorithms and certificates in combination with additional to application-specific controls. |
| At-rest | We store user passwords following policies that follow industry standard practices for security. |
4. Input Controls
| Detection | We designed our infrastructure to log extensive information about the system behaviour, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate personnel of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents. |
| Response and tracking | We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, and/or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimise product and Client damage or unauthorised disclosure. Notifications will be in accordance with the terms of the Agreement. |
5. Data Retention and Portability
Please see Data Retention and Deletion Policy
6. Availability Controls
Our products are designed to ensure redundancy and seamless failover. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
| Redundancy | The infrastructure providers use designs to eliminate single points of failure and minimise the impact of anticipated environmental risks. MoveData’s product is designed to allow the company to perform certain types of preventative and corrective maintenance without interruption. |
| Business Continuity | MoveData has designed business continuity planning/disaster recovery programs. |
ANNEX III
LIST OF SUB-PROCESSORS
This Annex III forms part of the Addendum and Exhibit A (Standard Contractual Clauses). All definitions shall be as set forth in this Addendum. Any undefined term shall be as defined in applicable Data Protection Law.
Suprocessor List
| Subprocessor | Processing this Subprocessor is authorised to undertake | Location |
| Amazon Web Services | Cloud Services provider | Australia |
| Intercom | Client support | United States |
| Atlassian | Project management | Australia |
| Email and documents management | United States |
SCHEDULE 3 – UK ADDENDUM TO STANDARD CONTRACTUAL CLAUSES (CONTROLLER TO PROCESSOR)
This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.
AGREED TERMS
Table 1: Parties
| The Parties | Exporter (who sends the Restricted Transfer) | Importer (who receives the Restricted Transfer) |
| Full legal name | Blueberry Agency Pty Ltd | |
| Trading name (if different) | MoveData | |
| Main address (if a company registered address) | Level 10/418A Elizabeth St. Surry Hills NSW 2010 Australia | |
| Official registration number (if any) (company number or similar identifier) | ABN (Australian Business Number): 59 650 199 440 | |
| Key contacts | Please see the list of parties’ details contained in Annex IA of the EU SCCs above | Please see the list of parties’ details contained in Annex IA of the EU SCCs above |
| Signature (if required for the purposes of Section 2) |
Table 2: Selected SCCs, Modules and Selected Clauses
| Addendum EU SCCs | ☒ The version of the Approved EU SCCs, which this Addendum is appended to, detailed below, including the Appendix Information. |
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
| Annex 1A | Please see the list of parties’ details contained in Annex IA of the EU SCCs above |
| Annex 1B: Description of Transfer | Please see Annex IB of the EU SCCs above |
| Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data | Please see Annex II of the EU SCCs above |
| Annex III: List of Sub processors (Modules 2 and 3 only) | Please see Annex III of the EU SCCs above |
Table 4: Ending this Addendum when the Approved Addendum changes
| Ending this Addendum when the Approved Addendum changes | Which Parties may end this Addendum as set out in Section 19:
☒ Importer ☒ Exporter ☐ Neither Party |
Part 2: Mandatory Clauses
Entering into this Addendum
1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
2. 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 into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
Interpretation of this Addendum
3. Where this Addendum 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:
(i) Addendum: This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
(ii) Addendum EU SCCS: The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
(iii) Appendix Information: As set out in Table 3.
(iv) Appropriate Safeguards: The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) of the UK GDPR.
(v) Approved Addendum: The template Addendum issued by the ICO and laid before Parliament in accordance with section 119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.
(vi) Approved EU SCCs: The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
(vii) ICO: The Information Commissioner.
(viii) Restricted Transfer: A transfer which is covered by Chapter V of the UK GDPR.
(ix) UK: The United Kingdom of Great Britain and Northern Ireland.
(x) UK Data Protection Laws: All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
(xi) UK GDPR: As defined in section 3 of the Data Protection Act 2018.
4. This Addendum 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.
5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
8. 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 Addendum has been entered into.
Hierarchy
9. 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 10 will prevail.
10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
11. Where this Addendum incorporates Addendum 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 Addendum impacts those Addendum EU SCCs.
Incorporation of and changes to the EU SCCs
12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
(a) 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;
(b) Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
(c) this Addendum (including the Addendum 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.
13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
(a) references to the “Clauses” mean this Addendum, incorporating the Addendum EU SCCs;
(b) 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”;
(c) 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.”;
(d) Clause 8.7(i) of Module 1 is replaced with:
“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
(e) Clause 8.8(i) of Modules 2 and 3 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;”
(f) 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;
(g) References to Regulation (EU) 2018/1725 are removed;
(h) References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with “the UK”;
(i) The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module 1 is replaced with “Clause 11(c)(i)”;
(j) Clause 13(a) and Part C of Annex I are not used;
(k) The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
(l) 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;”;
(m) Clause 17 is replaced with:
“These Clauses are governed by the laws of England and Wales.”;
(n) 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
(o) The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.
Amendments to this Addendum
16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
18. From time to time, the ICO may issue a revised Approved Addendum which:
(a) makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
(b) reflects changes to UK Data Protection Laws.
The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.
19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:
(a) its direct costs of performing its obligations under the Addendum; and/or
(b) its risk under the Addendum,
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 Addendum 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 Addendum.
20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.
Alternative Part 2 Mandatory Clauses
| Mandatory Clauses | Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with section 119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses. |
SCHEDULE 4 – SWITZERLAND ADDENDUM TO STANDARD CONTRACTUAL CLAUSES (CONTROLLER TO PROCESSOR)
This is a Swiss Addendum to the EU Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as available in schedule 2 and as applicable in each case (“EU SCCs”). This Swiss Addendum has been drafted in accordance with the Federal Protection and Information Commissioner guidelines on the transfer of personal data issued on August 27, 2021 and entered into force on September 27, 2021 and the revised version of the Federal Act on Data Protection of 25 September 2020, which came into force on 1 January 2023
The Federal Data Protection and Information Commissioner (“Swiss DPA”) considers that the EU SCCs provides appropriate safeguards for international data transfers from Switzerland when it is entered into as a legally binding contract and, hence, they may be relied on to legitimize transfers of personal data from Switzerland to countries without an adequate level of data protection, provided that the necessary amendments and adaptations are made for use under Swiss data protection law.
Part 1: Parties to the Addendum
Exporter:
The legal entity that subscribes to MoveData and agrees to this DPA which incorporates the EU SCCs to which this Addendum is appended, along with its affiliates contractually bound by the Agreement and that may transfer personal data to the data importer.
Signature and date: Signed by virtue of reference to and incorporation of the EU SCCs and DPA to which this Addendum is appended.
Importer:
| Name | Blueberry Agency Pty Ltd trading as MoveData |
| Address | Level 10/418A Elizabeth St. Surry Hills NSW 2010 Australia |
| Contact person’s name, position and contact details | MoveData Legal, legal@movedata.io |
Part 2: Amendments to the EU SCCs
1. Each Party agrees to be bound by the terms and conditions set out in this Swiss Addendum.
2. This Swiss Addendum and the EU SCCs that incorporates must always be interpreted in a manner that is consistent with all laws relating to data protection, personal data and/or electronic communications in force from time to time in Switzerland, including the Swiss Federal Act on Data Protection of 25 September 2020 (“Swiss Data Protection Laws”). If there is any inconsistency or conflict between Swiss Data Protection Laws and this Swiss Addendum or the EU SCCs that incorporates, Swiss Data Protection Laws applies.
3. Where this Swiss Addendum incorporates EU SCCs which have been entered into to protect transfers subject to the Regulation (EU) 2016/679 of 27 April 2016 (“GDPR”), the Parties acknowledge that nothing in this Swiss Addendum impacts those EU SCCs.
4. The respectively applicable set of EU SCC applies mutatis mutandis to international data transfers carried out by the Client to MoveData out of Switzerland.
5. The SCC shall be deemed to be amended as follows:
(a) References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” in the EU SCCs shall be deemed to include Switzerland. This includes references to the court in a member state in Clause 18 c, that shall also include the Swiss courts as an alternative place of jurisdiction for data subjects residing in Switzerland.
(b) References to “competent supervisory authority” and “supervisory authority” are to be considered the Swiss DPA when data is exclusively subject to the Swiss Data Protection Laws; and to both the Swiss DPA and the EU competent supervisory authority insofar as the data transfer is governed by both the Swiss Data Protection Laws and the GDPR. This includes Clause 13(a) and Part C of Annex I of the EU SCCs.
(c) References to “GDPR” “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 to include the “Swiss Data Protection Laws” as well. References to specific Article(s) of “Regulation (EU) 2016/679” are to include also the equivalent or more similar Article of Swiss Data Protection Laws.
(d) References to the “Clauses” means this Swiss Addendum, incorporating the EU SCCs into it.
(e) References to the “European Commission” shall include Swiss competent authorities as well.
(f) Where an international data transfer of Client controlled personal data is subject to any law that protects legal entities as data subjects, the EU SCCs will apply to legal entities as well.
(g) This Swiss Addendum (including the EU SCCs) shall be governed by the laws of Switzerland and any dispute arising from it is resolved by the courts of Switzerland. To the extent the data transfer is exclusively subject to the Swiss Data Protection Laws, reference to the governing law in clause 17 of the EU SCCs shall be referred to the Swiss Data Protection Laws or the law of an EU country in accordance with the EU SCCs, provided that it allows and grants rights as a third-party beneficiary for contractual claims regarding data transfers.
SCHEDULE 5 – UNITED STATES ADDENDUM
California
1. In line with the Terms of Service and the Data Processing Addendum (the Agreement), MoveData will process certain Personal Data belonging to U.S Data Subjects (U.S Client Personal Data) on behalf of the Client. To the extent that MoveData is processing on behalf of Client any U.S Client Personal Data in scope of the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations (“CCPA”):
1.1 MoveData will not sell such U.S Client Personal Data it collects pursuant to the Agreement;
1.2 MoveData will not disclose U.S Client Personal Data to another business, person, or third party, except for the purpose of maintaining or providing the Services specified in the Agreement, including to provide U.S Client Personal Data to advisers or Sub-processors as described below, or to the extent such disclosure is required by law.
2. Taking into account the nature of the Processing, MoveData shall (at the Client’s request and the Client’s cost and expense) provide reasonable cooperation to assist the Client to respond to any requests from data subjects in relation to their data subject rights under the CCPA or applicable regulatory authorities relating to the Processing of U.S Client Personal Data under the Agreement. In the event that any request from Data Subjects or applicable regulatory authorities is made directly to MoveData, MoveData shall not respond to such communication directly without the Client’s prior authorisation other than to inform the requestor that MoveData is not authorised to directly respond to a request and recommend the requestor submit the request directly to the Client, unless legally compelled to do so, and instead, after being notified by MoveData, the Client shall respond. If MoveData is required to respond to such a request, MoveDats will immediately notify the Client and provide it with a copy of the request unless legally prohibited from doing so. If a law enforcement agency sends MoveData a demand for U.S Client Personal Data (e.g., a subpoena or court order), MoveData will attempt to redirect the law enforcement agency to request that data directly from the Client. If compelled to disclose U.S Client Personal Data to a law enforcement agency, then MoveData will immediately notify the Client of the demand to allow the Client to seek a protective order or other appropriate remedy to the extent MoveData is legally permitted to do so.
Colorado, Connecticut, Oregon, Texas, Utah and Virginia
3. To the extent that MoveData is processing on behalf of Client any U.S Client Personal Data in scope of the Colorado Privacy Act, Connecticut Data Privacy Act, Oregon Consumer Privacy Act, Texas Data Privacy and Security Act, Utah Consumer Privacy Act and/or Virginia Consumer Data Protection Act, MoveData shall:
3.1 Ensure that each person processing U.S Client Personal Data is subject to a duty of confidentiality with respect to the data;
3.2 At the direction of Client, delete or return all U.S Client Personal Data to Client as requested at the end of the provision of the Services under the Agreement, unless retention of the U.S Client Personal Data is required by law;
3.3 Upon reasonable request of Client, make available to Client all information in its possession necessary to demonstrate its compliance with the obligations under the applicable laws;
and the parties shall, taking into account the context of the processing, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk and establish a clear allocation of the responsibilities between them to implement the measures.