DATA PROCESSING ADDENDUM

In this Addendum, the following words and expressions have the following meanings:

2.1 In order to provide services under the MSA and enable the Controller to access and use the TalentLyft Platform, the Processor may Process Personal Data on behalf of the Controller. This Addendum is therefore incorporated into the MSA and regulates the rights and obligations between the Parties in relation to such Processing of Personal Data.

2.2 The scope of Processing and the Controller's Personal Data involved in such Processing is specified in Appendix No. 1 hereto. By using the TalentLyft Platform for his business purposes, the Controller sets and controls the purpose of Processing this Personal Data. Any further reference to Personal Data means solely Personal Data described in Appendix no. 1 hereto unless explicitly stated otherwise.

2.3 In case of changes to the TalentLyft Platform that have an effect on the categories of Personal Data being Processed, the Processor is to inform the Controller about the changes upfront and provide the updated Appendix No. 1.

3.1 The Controller is to ensure an adequate legal basis for Processing Personal Data and that the Data Subjects are duly informed about the Processing. The controller should use the TalentLyft Platform for Processing Personal Data only when these conditions are met.

3.2 In the absence of separate Instructions, the Controller agrees they shall be Processed in a manner consistent with the functioning of the TalentLyft Platform, i.e. as described in the General Terms of Use and/or other documentation for the TalentLyft Platform (e.g. FAQs).

3.3 Controller has the right at any point in time to independently execute corrections, deletion and/or transfer of the Personal Data or, if it cannot, request the same from the Processor.

4.1 Processor accepts all the duties foreseen for the processors in the Regulation, Article 28 and which are in more detail explained hereafter.

4.2 Processor undertakes to Process Personal Data solely for the purposes foreseen by the MSA. The processor will apply the technical and organizational measures stated in Point 5 below to this Processing.

4.3 Processor may be in a position of a separate controller in case when he has separate legal basis for Processing Personal Data - in which case it is responsibility of Processor to make sure that Personal Data in such activities (i.e. for such purposes) is processed in accordance with the Regulation. This may happen, for example, when Processing Personal Data is necessary to achieve any of the following:

4.4 Processor undertakes to reasonably support Controller, on his request, in complying with the provisions of the Regulation. In particular, in case of any of the Data Subject's requests which may include, but are not limited to, any requests regarding the access, rectification, erasure, restriction, and transfer of Personal Data of an individual Data Subject, the Processor will forward any such request to Controller without delay and in case Controller seeks assistance with any such request, Processor will respond no later than within the next 3 (three) working days.

4.5 Processor has obliged all its employees, and other persons involved in Processing Personal Data to maintain the confidentiality of Personal Data on a permanent basis. Processor undertakes to inform its employees and all other persons involved in the Processing of Personal Data about its obligations hereunder.

4.6 In case of a suspected or established Personal Data Breach, the Processor shall notify the Controller without delay, no later than within the next 24 (twenty-four) hours. The notification will include information on the time and nature of the event (including information on Data Subjects, data in question, categories of Personal Data, and an estimated number of Data Subjects impacted by the Personal Data Breach), system and processing, time of detection, potential consequences as well as measures taken or proposed by Processor to resolve or reduce the impact of the Personal Data Breach. Processor shall analyze and document the cause of the Personal Data Breach immediately after becoming aware of it and submit it to Controller upon his request.

4.7 The Controller has the right to audit the Processing of Personal Data conducted within the TalentLyft Platform once every 12 (twelve) months, and always upon the request of a national data protection supervisory authority. In order to exercise his right to audit, the Controller shall notify the Processor of the planned audit in writing. Within 15 (fifteen) days of receiving such a request, the Processor shall respond to the Controller and enable him to conduct an audit. Controller undertakes to complete the audit within 15 (fifteen) days from the day of its commencement. The controller shall be responsible for all costs and expenses of the audit, including any expenses incurred by the Processor in connection with the audit unless otherwise agreed in writing.

5.1 Processor guarantees that it has carried out and continues to carry out the appropriate technical and organizational measures so that the Processing meets the standards set by the Regulation and in particular the requirements listed in Appendix No. 2.

5.2 Processor has the right to update Appendix No. 2 at any time during the term of this Addendum, with prior notice sent to Controller at least 60 (sixty) days in advance. If the Controller is unable or unwilling to accept the Processor's updates, he has the right to terminate the MSA and this Addendum before the amendments enter into force.

6.1 Processor is hereby given general authorization by Controller to engage sub-processors to Process Personal Data. The list of the approved sub-processors is provided in Appendix No. 3. The Controller is informed that the sub-processors under Section “Integral” are necessary for TalentLyft Platform to duly operate while sub-processors under Section “Optional” will process Personal Data only if and when Controller decides to use the relevant function/module of the TalentLyft Platform.

6.2 Processor did and does regular data privacy impact assessments of its sub-processors and the way they Process this Personal Data. Only if such assessment shows low risk resulting from this Processing, will the Processor engage or continue to engage the relevant sub-processors.

6.3 Processor and sub-processors enter into separate agreements governing the Processing of Personal Data. Thereby the sub-processors accept at least the same level of care in relation to the Personal Data as foreseen by this Addendum (in part in which it refers to the Processor).

6.4 Processor reserves the right to amend the appointed sub-processors (replace the existing ones or add new ones) by amending Appendix No. 3 and notifying the Controller about these amendments 90 days in advance. Within the next 14 days, the Controller has the right to object to the intended amendments in case he believes that one or more of the new sub-processors are unable to guarantee the same level of protection. If no objection is filed, it shall be deemed that the Controller agreed with the amendments i.e. approved the new list of the sub-processors. In case the Controller does not waive his lodged objection or the Parties do not resolve the objection otherwise, the Processor has the right to terminate the MSA and this Addendum.

7.1 Processor shall not transfer or provide access to Personal Data to persons located in third countries (non-EU and EEA countries) without obtaining the prior written consent of Controller. It is deemed that the Controller gave his prior written consent for the transfer to any sub-processor listed in Appendix No. 3.

7.2 If the Controller is located outside the EEA or otherwise instructs the Processor to transfer the Personal Data outside the EEA, the Standard Contractual Clauses – Module 4 (“SCCs”) adopted by the European Commission shall apply in a version provided as Appendix No. 4. In case of discrepancies between provisions of the SCCs and provisions of this Addendum and/or the MSA, the provisions of the SCCs shall prevail.

8.1 Processor shall be liable for damages caused by Processing Personal Data only where it has not complied with obligations of the Regulation specifically directed to processors or where Processor has acted outside or contrary to lawful instructions of Controller.

9.1 The duration of this Addendum shall correspond to the duration of the MSA.

10.1 Once the MSA expires or on prior request of the Controller, the Processor shall delete Personal Data related to the Controller (or to any of his Data Subjects). The processor is under no duty to keep this or any other data related to the Controller once the MSA expires. It is up to the Controller to organize the timely transfer of such data before the MSA expires.

10.2 This is of no effect to any Personal Data Processed by the Processor as the controller.

11.1 The Appendices form an integral part of this Addendum. In case of discrepancies between the provisions of this Addendum and the MSA, the provisions of this Addendum shall prevail.

11.2 By signing the Purchase Order, the Controller also accepts the then relevant version of the Addendum.

11.3 This Addendum and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by, construed, and enforced in accordance with the laws of the Republic of Croatia, excluding the Croatian international private law provisions governing conflicts. The competent court is the court at the Processor’s registered seat.

Processor applies the following measures in relation to the TalentLyft Platform.

(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”)

(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.

(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 adding 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.

(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 8.1 (b) and Clause 8.3(b);

(iii) [intentionally omitted – not applicable to Module Four]

(iv) [intentionally omitted – not applicable to Module Four]

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18.

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

(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 the rights and obligations provided for in Regulation (EU) 2016/679.

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.

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.

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

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 organizational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

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

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

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

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

8.2 Security of processing

(a) The Parties shall implement appropriate technical and organizational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data, the nature, scope, context, and purpose(s) of processing, and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner.
​This includes whether the transfer and further processing involve personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offenses.

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

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

8.3 Documentation and compliance

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

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

[intentionally omitted – not applicable to Module Four]

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

(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 authorized to handle complaints. It shall deal promptly with any complaints it receives from a data subject
​

[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.]
​The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

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

[intentionally omitted – not applicable to Module Four]

(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 authorizing 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 authorizing 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 organizational 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 fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational 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.

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 include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) 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 minimization

(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.

(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 collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

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

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

Any dispute arising from these Clauses shall be resolved by the courts of _______ (specify country).

A. LIST OF PARTIES

Data exporter: Processor

Data importer: Controller

B. DESCRIPTION OF TRANSFER

Required information is provided in the Addendum, especially the Appendix No. 1 thereto.

OPTIONAL CLAUSES

LIST OF THE SUB-PROCESSORS
​

Required information is provided in Appendix No. 3 to the Addendum.