Data Processing Addendum

Effective May 9, 2022: Numbered Sections 1-12. Annexes A-E

Numbered sections

1. Definitions
2. Interpretations
3. Application of this DPA
4. Roles and responsibilities
5. Limitation of liability
6. Security
7. Security audits
8. Data transfers, storage and processing
9. Sub-processing
10. Data deletion
11. Data subject rights and cooperation
12. Jurisdiction-specific terms

Annexes

• A: Details of data processing
• B: Sub-processors
• C: Technical and organisational security measures
• D: SCCs
• E: Jurisdiction-specific terms

This Data Processing Addendum ("DPA") is incorporated into, and is subject to the terms and conditions of, the Agreement between Email Hippo Limited (“Email Hippo”) and the entity that is a party to the Agreement ("you"/”your”).

1. Definitions

1.1 The following definitions apply in this DPA.

Agreement means Email Hippo’s Standard Terms of Service, or other written or electronic agreement, which governs the provision of processor services to the Entity (as amended from time to time). 

Applicable Data Protection Laws means all data protection laws and regulations applicable to a party's processing of Your Personal Data under the Agreement, including, where applicable, UK data Protection Law, EU Data Protection Law. Non-EU Data Protection Law and the law of any jurisdiction to which Email Hippo is subject, which relates to the protection of personal data.

Applicable Law means laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or governmental authority that is binding upon or applicable to a Party or this Agreement, as amended unless expressly specified otherwise (including, for clarity, the Data Protection Law).

Data Protection Losses means all liabilities, including all (a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and(b) to the extent permitted by Applicable Law:

1. administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Data Protection Supervisory Authority;
2. compensation which is ordered by a court or Data Protection Supervisory Authority to be paid to a data subject; and
3. the reasonable costs of compliance with investigations by a Data Protection Supervisory Authority.

Data Protection Supervisory Authority means a Supervisory Authority, as defined by the GDPR, the ICO and any other regulatory authority in charge of supervising and monitoring the protection of personal data.

EU Data Protection Law means all data protection laws and regulations applicable to Europe, including (i) 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"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector.

Europe means, for the purposes of this DPA, the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.

ICO means the Information Commissioners Office, the competent data protection authority within the United Kingdom (UK).

Non-EU Data Protection Law includes the California Consumer Privacy Act (“CCPA”); the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”); and the Brazilian General Data Protection Law ("LGPD"), Federal Law no. 13,709/2018 but does not include UK Data Protection Law but does include any other data protection laws applicable to Email Hippo.

Notification Email Address means the email address (if any) designated by You, via the user interface of the Processor Services or such other means provided by Email Hippo, to receive certain notifications from Email Hippo relating to these Data Processing Terms.

Processor Services means the applicable services agreed under the Terms of Service, available at Terms of service.

Results means the individual responses returned by Email Hippo’s API based services and the raw validation results from CORE (the results before they are added to the file you uploaded).

SCCs means standard contractual clauses for processors as approved by the European Commission, the ICO or Swiss Federal Data Protection Authority (as applicable).

Security Incident means a breach of Email Hippo’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Your Personal Data on systems managed by or otherwise controlled by Email Hippo. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Your Personal Data, including unsuccessful login attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

Sensitive Data means (a) social security number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; or (f) other information that falls within the definition of "special categories of data" under applicable Data Protection Laws.

Service Data means any data relating to the Your use, support and/or operation of the Processor Services, including information relating to volumes, activity logs, payments, or other information regarding the purchase and use of Processor Services.

Sub-processors means third parties authorised under these Data Processing Terms to have logical access to and process Your Personal Data in order to provide parts of the Processor Services and any related technical support.

UK The United Kingdom of Great Britain and Northern Ireland.

UK Data Protection Law means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and the guidance and codes of practice issued by the Commissioner, and which are applicable to a party.

UK GDPR means the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and other data protection or privacy legislation in force from time to time in the United Kingdom.

Your Personal Data means personal data that is related to you or is identifiable as yours and processed by Email Hippo on your behalf in order for Email Hippo to provide the Processor Services.

2. Interpretations

2.2 The following rules of interpretation apply in this DPA:

       2.2.1 All Capitalised terms not defined in this DPA, or Applicable Data Protection Law shall have the meanings set forth in the Agreement.   

       2.2.2 For the avoidance of doubt, all references to the "Agreement" shall include this DPA (including the SCCs (where applicable), as defined herein).

       2.2.3 The schedules and annexes form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes its annexes and schedules.

       2.2.4 A reference to a ‘Party’ includes that Party’s successors and permitted assigns. 

       2.2.5 Words in the singular include the plural and vice versa.

       2.2.6 A reference to writing or written means any method of reproducing words in a legible and non-transitory form including faxes, system messages, and email.

       2.2.7 Any phrase introduced by the terms “including”, “include” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms. Any examples in this DPA are illustrative and not the sole examples of a particular concept.

       2.2.8 A reference to legislation includes all subordinate legislation made from time to time under that law and is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time. 

       2.2.9 Any reference to a legal framework, statute or other legislative enactment is a reference to it as amended or re-enacted from time to time.

       2.2.10 A reference to any English and Welsh action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England and Wales, be deemed to include a reference to that which most nearly approximates to the English and Welsh equivalent in that jurisdiction.

       2.2.11 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

3. Application of this DPA

3.1 Term.

       3.1.1 This DPA commences on the commencement of You using the Processor Services and shall continue in full force and effect until You cease using the Processor Services and Your Personal Data has been deleted as described in section 10. Data deletion.

3.2 Previous DPAs.

       3.2.1 The Parties agree that this DPA shall replace any existing data processing agreement or similar document that the Parties may have previously entered into in connection with the Processor Services.

3.3 Precedence of documents.

       3.3.1 In the event of any conflict or inconsistency between this DPA and Email Hippo’s Standard Terms of Service, the provisions of the following documents (in order of precedence) shall prevail: (i) SCCs; then (ii) this DPA; and then (iii) the Agreement.

3.4 Governing law and jurisdiction.

       3.4.1 This DPA and any dispute or non-contractual obligation arising out of or in connection with it will be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute arising out of or in connection with this DPA.

3.5 Service data.

       3.5.1 Notwithstanding anything to the contrary in the Agreement (including this DPA), Email Hippo shall have a right to collect, use and disclose Service Data for its legitimate business purposes, such as: (i) for accounting, tax, billing, audit, and compliance purposes; (ii) to provide, develop, optimize and maintain the Service; (iii) to investigate fraud, wrongful or unlawful use of the Service; and/or (iiii) as required by applicable law.

       3.5.2 To the extent any such Service Data is considered Your Personal Data under applicable Data Protection Law, Email Hippo shall be responsible for and shall process such Personal Data in accordance with the Email Hippo Privacy Notice, this DPA and applicable Data Protection Law. For the avoidance of doubt, this DPA shall not apply to Service Data that does not contain Personal Data.

4. Roles and responsibilities

4.1 Parties’ roles. 

       4.1.1 If UK Data Protection Law, EU Data Protection Law or the LGPD applies to either Party's processing of Your Personal Data, the Parties acknowledge and agree that with regard to the processing of Your Personal Data, You are the Controller and Email Hippo is a Processor acting on Your behalf, as described further in Annex A – Details of data processing of this DPA.

       4.1.2 You retain control of the Your Personal Data and remain responsible for Your compliance obligations under Applicable Data Protection Law, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions You give to Email Hippo.

4.2 Purpose limitation.

       4.2.1 Email Hippo shall process Your Personal Data: (i) only in accordance with Your documented lawful instructions as defined in this DPA; (ii) as necessary to comply with Applicable Law; or (iii) as otherwise agreed in writing ("Permitted Purposes").

       4.2.2 The parties agree that the Agreement sets out Your instructions to Email Hippo in relation to the processing of Your Personal Data, and that any processing outside the scope of these instructions shall require prior written agreement between the parties.

       4.2.3 Email Hippo will promptly notify You if, in its opinion, Your instructions do not or no longer comply with Applicable Data Protection Law. If Email Hippo believes that any instruction received by it from You is likely to infringe Data Protection Law, it shall be entitled to cease to provide the relevant application and services until the parties have agreed appropriate amended instructions which are not infringing.

       4.2.4 Email Hippo shall not sell, retain, use, or disclose Your Personal Data for any purpose other than for the Permitted Purposes or as otherwise permitted by Applicable Data Protection Law

4.3 Your obligations. 

       4.3.1 You shall, always, comply with Applicable Data Protection Law in connection with the processing of Personal Data. Nothing in this DPA relieves You of any responsibilities or liabilities under Applicable Data Protection Law.

       4.3.2 By entering into the Agreement, You consent to (and shall procure all required consents, from your personnel, representatives and agents, in respect of) all actions taken by Email Hippo in connection with the processing of Your Personal Data, in compliance with Your applicable Privacy Notice.

       4.3.3 You represent and warrant that:

(i) You have complied, and will continue to comply, with all applicable laws, including Applicable Data Protection Law, in respect of Your processing of Your Personal Data and any processing instructions You issue to Email Hippo; 

(ii) You have provided, and will continue to provide, all notices and You have obtained, and will continue to obtain, all consents and rights necessary under Applicable Data Protection Laws for Email Hippo to process Your Personal Data for the purposes described in the Agreement. You shall have sole responsibility for the legality of Your Personal Data and the means by which You acquired Your Personal Data;

(iii) You have undertaken due diligence in relation to Email Hippo’s processing operations, and You are satisfied that Email Hippo’s processing are suitable for the purposes for which You proposes to use the Services and engage Email Hippo to process your Personal Data;

(iv) You shall ensure that any information you provide to Email Hippo is complete and accurate;

(v) You shall co-operate with Email Hippo in all matters relating to the processing of the Your Personal Data;

(vi) You promptly notify Email Hippo if You become aware of any change or circumstance which will, may or is alleged to impact the lawfulness of any processing of the Your Personal Data by the (including if a Data Subject withdraws any necessary consent or requests their Personal Data is no longer processed or is erased).

(vii) Your Personal Data that you provide (or cause to be provided) to Email Hippo will not contain any Sensitive Data to Email Hippo for processing under the Agreement.

       4.3.4 If Your performance of any of Your obligations under this DPA is prevented or delayed by any act or omission by You or Your failure to perform any relevant obligation (Your Default):

       4.3.5 Without limiting or affecting any other right or remedy available to it, Email Hippo shall have the right to suspend performance of the Processor Services until You remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations in each case to the extent Your Default prevents or delays Email Hippo’s performance of any of its obligations:

(i) Email Hippo shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Email Hippo’s failure or delay to perform any of its obligations as set out in this clause; and

(ii) You shall reimburse Email Hippo on written demand for any costs or losses sustained or incurred by Email Hippo arising directly or indirectly from Your Default.

       4.3.6 Notwithstanding clause 4.3.4 or anything else contained in the Agreement, You shall indemnify and keep Email Hippo indemnified in respect of all Data Protection Losses suffered or incurred by, awarded against or agreed to be paid by, Email Hippo and any Sub-Processor arising from or in connection with any:

(i) non-compliance by You with Applicable Data Protection Law;

(ii) processing carried out by Email Hippo or any Sub-Processor pursuant to any of Your processing instructions that infringes any Applicable Data Protection Law; or

(iii) breach by You of any of Your obligations under the Agreement.

4.4 Lawfulness of Your instructions.

4.4.1 You will ensure that Email Hippo's processing of Your Personal Data in accordance with Your instructions will not cause Email Hippo to violate any applicable law, regulation, or rule, including, without limitation, Applicable Data Protection Law. 

4.4.2 Email Hippo shall promptly notify You in writing, unless prohibited from doing so under UK Data Protection Law and/or EU Data Protection Law, if it becomes aware or believes that any data processing instruction from You violates UK Data Protection Law and/or EU Data Protection Law, provided that;

(i) this shall be without prejudice to clauses 4.3;

(ii) to the maximum extent permitted by applicable law, Email Hippo shall have no liability howsoever arising (whether in contract, tort (including negligence) or otherwise) for any losses, costs, expenses or liabilities (including any Data Protection Losses) arising from or in connection with any processing in accordance with the Processing Instructions following the Customer’s receipt of that information.

4.5 Contacts. 

4.5.1 We have appointed IT Governance EU Limited to act as our EU representative. If you wish to exercise your rights under the EU General Data Protection Regulation (EU GDPR) or have any queries in relation to your rights or privacy matters in the EU, please email our representative via email. For all other data related queries please contact us via email.

5. Limitation of Liability

5.1 Liability of the parties.

       5.1.1 Subject to clause 4.3.5 and 4.3.6, each party’s liability taken together in the aggregate arising out of or related to this DPA (including the SCCs) shall be subject to the exclusions and limitations of liability set forth in the Agreement.

5.2 An individual’s rights.

       5.2.1 In no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise.

6. Security

6.1 Security measures. 

       6.1.1 Email Hippo shall implement and maintain appropriate technical and organizational security measures that are designed to:(i) protect Your Personal Data from Security Incidents; and (ii) preserve the security and confidentiality of Your Personal Data in accordance with Email Hippo's security standards as described in Annex C – Technical and organisational security measures of this DPA.

6.2 Updates to security measures. 

       6.2.1 You are responsible for reviewing the information made available by Email Hippo relating to data security and making an independent determination as to whether the Service meets Your requirements and legal obligations under Applicable Data Protection Law. You acknowledge that security measures are subject to technical progress and development and that Email Hippo may update or modify the security measures described in Annex C - Technical and organisational security measures of this DPA from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Service provided to You.

6.3 Security Incident response. 

       6.3.1 Upon becoming aware of a Security Incident, Email Hippo shall: (i) notify You without undue delay, and where feasible, in any event no later than 48 hours from becoming aware of the Security Incident; (ii) provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by You; and (iii) promptly take reasonable steps to contain and investigate any Security Incident. You are solely responsible for providing a notification email address and ensuring that the notification email address is current and valid.

       6.3.2 Email Hippo's notification of or response to a Security Incident under this section (6.3 Security Incident response) shall not be construed as an acknowledgment by Email Hippo of any fault or liability with respect to the Security Incident. 

6.4 Confidentiality of processing. 

       6.4.1 Email Hippo shall ensure that any person who is authorised by Email Hippo to process Your Personal Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

6.5 Your Security responsibilities. 

       6.5.1 Notwithstanding the above, You agree that except as provided by this DPA, You are responsible for Your secure use of the Processor Services, including securing Your account authentication credentials, protecting the security of Your Personal Data when in transit to and from the Processor Services, and taking any appropriate steps to securely encrypt or backup Your Personal Data uploaded to the Processor Services.

7. Security audits

7.1 Audit rights.

7.1.1 Email Hippo shall, in accordance with Applicable Data Protection Law, make available to You such information that is in its possession or control as is necessary to demonstrate Email Hippo’s compliance with the obligations placed on it under this DPA and to demonstrate compliance with the obligations on each party imposed by Article 28 of the EU GDPR and/or UK GDPR (and under any equivalent Applicable Data Protection Law equivalent to that Article 28), and allow for and contribute to audits, including inspections, by You (or another auditor mandated by You) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 7.1).

7.2 Security due diligence.

7.2.1 Email Hippo shall respond to all reasonable requests for information made by You to confirm Email Hippo’s compliance with this DPA . All such requests should be made in writing via email..

8. Data transfers, storage and processing

8.1 Processing and storage. 

        8.1.1 You agree that in order to provide the Processor Services (relating to email addresses) individual email addresses (from Your Personal Data) will be sent to the mail servers which host the email address being verified and that these servers may be located anywhere. 

        8.1.2 Furthermore, You agree that the only purpose for the email address to be sent to email servers is to interrogate the email server and validate the individual email address to understand its existence and credibility. 

        8.1.3 You agree that the results from the email verifications and API requests Email Hippo performed on your behalf may be cached/stored to improve the performance under the Agreement.

8.2 Data center locations. 

       8.2.1 You acknowledge that Email Hippo may transfer and process Your Personal Data within the countries listed under the Sub-processors in Annex B – Sub-processors of this DPA. Email Hippo shall ensure, always, that such transfers comply with the requirements of Applicable Data Protection Law.

8.3 European and UK data transfers. 

       8.3.1 To the extent that Email Hippo is a recipient of Your Personal Data protected by UK Data Protection Laws ("UK Data") and/or EU Data Protection Laws ("EU Data"), the Parties agree that the applicable SCCs will apply.

       8.3.2 Email Hippo agrees to abide by and process UK Data and EU Data in compliance with their relevant SCCs, which form an integral part of this DPA. For the purposes of the SCCs: (i) Email Hippo agrees that it is the "data importer" and You are the "data exporter" under the SCCs (notwithstanding that You may be an entity located outside the EU); and (ii) Annexes A, C and D of this DPA shall replace Appendixes I. II and III of the EU SCCs, respectively.

       8.3.3 The parties further agree that the SCCs will apply to Your Personal Data that is transferred via the Processor Services from Europe to outside Europe, either directly or via onward transfer, to any country or recipient not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the EU Data Protection Law).

9. Sub-processing

9.1 Authorised sub-processors. 

       9.1.1 You provide a general authorisation to Email Hippo to engage subcontractors to process Your Personal Data on Your behalf. The Sub-processors currently engaged by Email Hippo and authorised by You are available in Annex B – Sub-processors of this DPA. Email Hippo shall notify You of any changes (additions or removals) to its Sub-processors with at least 10 days’ notice.

9.2 Sub-processor obligations. 

       9.2.1 Email Hippo shall: (i) enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Your Personal Data as those in this DPA, to the extent applicable to the nature of the service provided by such Sub-processor; and (ii) remain responsible for such Sub-processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-processor that cause Email Hippo to breach any of its obligations under this DPA.

10. Data deletion

10.1 Deletion during term.

       10.1.1 Processor Services with delete functionality. 

10.1.1.1 During the Term, if the functionality of the Processor Services includes the option for You to delete Your Personal Data and You use the Processor Services to delete certain elements or files containing Your Personal Data You will not be able to recover the data and Email Hippo will delete such Personal Data owned by You from its systems as soon as reasonably practicable and within a maximum period of 90 days, except to the extent required by applicable law.

       10.1.2 Processor Services without deletion functionality. 

10.1.2.1 During the Term, if the functionality of the Processor Services does not include the option for You to delete Your Personal Data, then Email Hippo, subject to Clause 10.3.1,  will comply with any reasonable request from You to perform such deletion.

       10.1.3 Processor Services with automated deletion. 

10.1.3.1 During the term and subject to clause 10.3.1 Processor Services with automated deletion will automatically delete Your Personal Data on a rolling basis after a maximum period of 90 days from the date of receiving Your Personal Data.

10.2 Deletion on term expiry.

       10.2.1 On termination or expiry of the Term, You may instruct Email Hippo to delete or return all Your Personal Data (if it is still held and including existing copies) from Email Hippo’s systems, except to the extent required by applicable law. Subject to clause 10.3.1, Email Hippo will comply with this instruction as soon as reasonably practicable and within a maximum period of 30 days.

10.3 Retention

       10.3.1 If any law, regulation, or government or regulatory body requires Email Hippo to retain any documents, materials or Your Personal Data that Email Hippo would otherwise be required to return or destroy, it will notify You  in writing of that retention requirement, giving details of the documents, materials or Your Personal Data that it must retain, the legal basis for such retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.

11. Data subject rights and cooperation

11.1 Responses to data subject requests. 

       11.1.1 If Email Hippo receives a request from a data subject in relation to Your Personal Data, Email Hippo shall not respond to such communication directly except as appropriate (for example, to direct the data subject to contact You) or legally required, without Your prior authorisation. If Email Hippo is required to respond to such a request, Email Hippo shall promptly notify You and provide You with a copy of the request unless Email Hippo is legally prohibited from doing so. 

       11.1.2 For the avoidance of doubt, nothing in this DPA shall restrict or prevent Email Hippo from responding to any data subject or data protection authority requests in relation to personal data for which Email Hippo is a controller.

11.2 Data subject request assistance. 

       11.2.1 Email Hippo shall, at Your cost, taking into account the nature of the processing, provide reasonable additional assistance to You to the extent possible to enable You to comply with Your data protection obligations with respect to data subject rights under Applicable Data Protection Law. 

11.3 Data protection impact assessment. 

       11.3.1 To the extent required under Applicable Data Protection Law, Email Hippo shall (taking into account the nature of the processing and the information available to Email Hippo) provide (at Your expense) all reasonably requested information regarding the Processor Services to enable You to carry out data protection impact assessments. 

12. Jurisdiction-specific terms

12.1 Jurisdiction-specific terms. 

       12.1.1 To the extent Email Hippo processes Your Personal Data originating from and protected by Data Protection Laws in one of the jurisdictions listed in Annex E - Jurisdiction-specific terms of this DPA, then the applicable jurisdiction terms specified in Annex E shall apply in addition to the terms of this DPA. 

       12.1.2 In the event a party’s compliance with Data Protection Legislation requires the imposition of certain additional contractual obligations under this DPA that party shall notify the other party and the parties, shall in good faith seek to amend this DPA in order to address the requirements under Applicable Data Protection Laws. In the event the parties fail to reach agreement on an amendment to this DPA, then Email Hippo may, without any liability whatsoever for any damages, loss or expenses of any kind suffered or incurred by You, terminate the Agreement and/or this DPA on no less than thirty (30) days’ prior written notice.

       12.1.3 When a party is subject to more than one data protection legislation regime it shall as far as possible, meet all its obligations under all Applicable Data Protection Laws, where there is a conflict of requirements under Applicable Data Protection Law regimes, a party shall adhere to the Applicable Data Protection Law elements of each regime which applies the strictest level of data protection and data subject rights to a Data Subject's Personal Data.

Annexes

Annex A – Details of data processing

Description of the Transfer

Categories of Data Subjects - data subjects about whom personal data is transferred to Email Hippo in connection with the Processor Services by You or on Your behalf.

Categories of Personal Data - You agree to limit the personal data you provide to Email Hippo to: 

(a) only email addresses for the services CORE and MORE; 

(b) only email addresses, first name, last name, ip addresses for the service ASSESS. 

Domain information is not classified as personal data.

Furthermore, if you provide Email Hippo with personal data other than that detailed above (this Annex A) you shall indemnify Email Hippo against any claim, loss, damage, administrative fine or expense (including without limitation legal expenses) suffered or incurred by Email Hippo related to its processing of this personal data.

Sensitive data transferred

Not Applicable.

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

Nature and Subject Matter of the Processing- Email Hippo’s provision of the Processor Services and any related technical support as requested by You. 

Purpose(s) of the data transfer and further processing - Email Hippo will process (as applicable to the Processor Services and Your instructions in section 4. Roles and responsibilities) and may include the actions: collecting; recording; organising; structuring; storing; altering; retrieving; using; disclosing; combining; erasing; and destroying) Your Personal Data for the purpose of providing the Processor Services and any related technical support to You in accordance with this DPA.

Duration of the Processing – 

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

Your Personal Data submitted to the Processor Services is retained for a maximum of 90 days before automated deletion. Specific processor services operate differently but within this timeframe. If deletion is requested outside our automated process, then the duration will expire on the deletion of all Your Personal Data.

Competent Supervisory Authority for the purposes of the EU is the Republic of Ireland.

Sub-processors

For transfers to (sub-) processors, the subject matter, nature and duration of the processing is set out in Annex B.

Annex B – Sub-processors

This document details the sub-processors used by Email Hippo Limited (Email Hippo) to deliver its services to customers.

The Sub-processors applicable to the Processor Service are described here (as updated from time to time in accordance with section 9.1 Authorised sub-processors of this DPA).

Email Hippo List of sub-processors

Annex C – Technical and organisational security measures

The Security Measures applicable to the Processor Service are described here (as updated from time to time in accordance with section 6.2 Updates to security measures of this DPA).

This Annex details the technical and organisational security measures implemented by Email Hippo Limited (Email Hippo) to protect information. It is applicable to all systems under management by Email Hippo and to its staff, partners and third parties.

Email Hippo fulfils the obligation established in the General Data Protection Regulation (GDPR) to safeguard the processing of personal data by applying appropriate technical and organisational measures and, where possible, use anonymisation or pseudonymisation to protect personal data. All implemented measures consider the risk associated with the respective data processing operation; including the effectiveness of the measure taking account the protection objectives of confidentiality, availability, and integrity. 

Email Hippo reserves the right to revise these technical and organisational measures at any time and without notice providing any such revisions will not materially reduce or weaken the overall level of protection. In the unlikely event that Email Hippo does materially reduce its security then Email Hippo will notify its customers, staff and other appropriate stakeholders.

It is Email Hippo’s policy to maintain technical and organisational security measures which keep our data and our customers’ data secure. 

1. Confidentiality

Physical Access Control

Measures to prevent unauthorised people from gaining access to data processing systems which process or use personal data. 

Technical measures

• External gated compound
• Office alarm systems
• Access by manual locks out of hours
• Entry by transponder and pin
• Exit by fob transponder
• Locked storage for sensitive paper documentation

Organisational measures

• Key and access register
• Visitors arrival procedure
• Visitors accompanied by employees
• Information security policy
• Clear desk policy
• Access control policy

Logical Access Control

Measures to prevent data processing systems from being used by unauthorised people.

Technical measures

• Logins with username and strong password 
• Single sign on and two factor authentication used when available
• Anti-virus installed and automatically updated on clients and servers
• Firewalls and DDoS mitigation services
• Automatic screen locks
• Use of VPNs for remote access

Organisational measures

• User permissions based on principle of least privilege
• System access log reviews
• Information security policy
• Software policy
• Mobile device policy

Authorisation Control

Measures to ensure: that authorised users of a data processing system can only access the data in accordance with their approval level; and that the personal data cannot be read, copied, modified or removed without the appropriate approval levels during processing, use and after storage. 

Technical measures

• Application logs for entering, updating and deleting data
• Automated deletion processes
• SSH (secure socket shell) network protocol using symmetric encryption, asymmetric encryption and hashing in order to secure the transmission of information
• SSL (secure sockets layer) / TLS (transport layer security) to encrypt, authenticate and verify the integrity of data transfers

Organisational measures

• User access  audits
• User access rights managed by senior management administrators
• Access control policy
• Information security policy

Separation

Measures to ensure that data collected for different purposes can be processed separately without risk of contamination or unauthorised access.

Technical measures

• Separation of production and test environments
• Staging environments
• No production data used in test environments
• Multi-tenancy in appropriate applications

Organisational measures

• Secure development policy
• Data protection policy
• Information security policy

Pseudonymisation & Encryption

Measures to ensure that personal data is processed in such a way that the data can no longer be attributed to a specific data subject without the use of additional information, provided that such additional information is kept separately and is subject to appropriate technical and organisational measures.

Technical measures

• Encryption during transit (HTTPS/SSL/TLS)
• Encryption at rest (storage)
• One-way cryptographic hash for personal data (SHA-256)
• Anonymization for management analytics
• Automatic deletion of uploaded files (CORE)

Organisational measures

• Secure development policy
• Data protection policy
• Information security policy

2. Integrity

Input Control

Measures to ensure that it is possible to check and establish retrospectively whether and by whom personal data has been entered into, modified or removed from data processing systems.

Technical measures

• Logging logins, access, retrievals and deletions

Organisational measures

• Traceability by using individual user names
• System access audits
• Access control policy
• Secure development policy
• Data protection policy
• Information security policy

Transfer control

Measures to ensure: that personal data cannot be read, copied, altered or removed by unauthorised people during electronic transmission or while being transported or stored on data media; and that it is possible to verify and establish to which entities personal data are intended to be transmitted by data transmission equipment.

Technical measures

• Logging logins, access, retrievals and deletions
• Use of encrypted connections (VPN, https, TLS)

Organisational measures

• Access control policy
• Secure development policy
• Data protection policy
• Information security policy

3. Availability and Resilience

Measures to ensure the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.

Availability Control 

Measures to ensure that personal data is protected against accidental destruction or loss.

Technical measures

• Fire and smoke detection systems
• Fire extinguishers
• Air conditioning
• UPS systems
• Reputable cloud service providers (with appropriate measures and certifications)

Organisational measures

• Minimal personal data required by services
• Reputable cloud service providers (with appropriate measures and certifications)
• Business continuity and recovery plans
• Information security policy

Recoverability Control 

Measures to ensure that the availability of, and access to, personal data  can be rapidly restored in the event of a physical or technical incident.

Technical measures

• Data backups for usage and active subscriptions
• Rapid redeployments for all services using automation tools

Organisational measures

• Minimal personal data required by services
• Reputable cloud service providers (with appropriate measures and certifications)
• Business continuity and recovery plans
• Information security policy

4. Procedures for Regular Review, Assessment and Evaluation

Data protection management

Measures to ensure that data protection policies have been implemented correctly and continue to be effective.

Technical measures

• Policies and procedures documented and shared with all employees
• Annual audits to ensure the adherence to and effectiveness of the policies 
• Certification to the ISO27001 security standard

Organisational measures

• Formalised process to cover requests for information from data subjects
• Data protection roles at senior management team level
• Staff trained and obliged to confidentiality/data secrecy
• Awareness training at least annually
• Data Protection Impact Assessment (DPIA) performed as required
• Data protection integral within business risk management
• Internal and external audits performed by experienced and qualified third parties
• ISO 27001 certification 

Incident Response Management 

Measures to support the response to a security breach.

Our incident management procedures incorporate stages to: investigate; respond; mitigate; and notify any events as appropriate

Technical measures

• Web application firewalls
• DDos protection
• ACL firewalls
• Data encryption during transit and at rest
• Cryptographic hash of personal data where appropriate
• Spam filters with automatic updating
• Antivirus with automatic updating where appropriate

Organisational measures

• Information Security Incident Response Procedure
• Information Security Event Assessment Procedure
• All security/data incidents escalated to DPO and ISO
• Data protection policy
• Information security policy

Data Protection through Technology Design and by Default

Measures to comply with the principles of data protection by design and by default

Technical measures

• Only personal data which is necessary for the respective purpose is collected
• Data protection-friendly settings enabled in ual software
• Vulnerability assessments performed throughout the development lifecycle

Organisational measures

• Data protection policy (includes principles "privacy by design / by default")
• Secure development policy
• Secure development environment guidelines
• Security and awareness training for all staff
• Information security policy

Order Control (outsourcing, subcontractors and order processing) 

Measures to ensure that personal data processed on behalf of the client can only be processed in accordance with the client's instructions. 

Technical measures

• Use of secure transport methods should any data be transferred to suppliers

Organisational measures

• Approved supplier evaluation process (with appropriate data protection requirements) 
• Supplier periodic performance and security reviews
• Data processing agreements and/or EU standard contractual clauses in place
• Use of further subcontractors regulated
• Procedures to ensure the destruction of data after contracts are terminated

Annex D - SCCs

All defined terms used in this Annex D and Annexes A to C shall have the meaning given to them in the SCCs unless otherwise defined in this Annex. This Annex includes two sections: 1. EU GDPR; and 2. UK GDPR.

1. EU GDPR

Module Two: Transfer Controller to Processor (C2P)

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 - Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9 - Clause 9(a), (c), (d) and (e);

(iv) Clause 12 - Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e);

(viii) Clause 18 - Clause 18(a) and (b).

(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.

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

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

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

8.1 Instructions

(a) The data 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 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 benefiting 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) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. 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 30 business 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) 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.

(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 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 authorities, 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 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, provided such law allows for third-party beneficiary rights. The Parties agree that these Clauses shall be governed in accordance with the 'Contracting Entity; Applicable Law; Notice’ section of the Jurisdiction Specific Terms or if such section does not specify an EU Member State, by the law of the Republic of Ireland (without reference to conflicts of law principles)

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 the jurisdiction specified in Clause 17.

(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.

2. UK GDPR

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:

Addendum This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.

Addendum EU SCCs The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Annex D, including the Appendix Information.

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) UK GDPR.

Approved Addendum The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.

Approved EU SCCs The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021. 

ICO The Information Commissioner. 

Restricted Transfer A transfer which is covered by Chapter V of the UK GDPR.

UK The United Kingdom of Great Britain and Northern Ireland.

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.

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.

1. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
2. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
   
   a. References to the “Clauses” means 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 one, 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.

Annex E - Jurisdiction-specific terms

Europe:

Objection to sub-processors. You may object in writing to Email Hippo’s appointment of a new sub-processor within five (5) calendar days of receiving notice in accordance with section 9.1 Authorised sub-processors, provided that such objection is based on reasonable grounds relating to data protection. In such an event, the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Email Hippo will, at its sole discretion, either not appoint such sub-processor, or permit You to suspend or terminate the affected Processor Services in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by You prior to suspension or termination).

Switzerland:

This “Switzerland” section of Annex E amends the EU SCCs to the extent necessary so that they operate for transfers made by the data exporter to the data importer, to the extent that the Swiss apply to the data exporter’s processing when making that transfer.

Incorporation of and changes to the EU SCCs:

The EU SCCs shall be amended with the following modifications:

(i) references to "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss DPA (as applicable);

(ii) references to specific Articles of "Regulation (EU) 2016/679" shall be replaced with the equivalent article or section of the Swiss DPA (as applicable);

(iii) references to Regulation (EU) 2018/1725 shall be removed;

(iv) references to "EU", "Union" and "Member State" shall be replaced with references to "Switzerland" (as applicable);

(v) Clause 13(a) and Part C of Annex II are not used and the "competent supervisory authority" shall be the Swiss Federal Data Protection Information Commissioner (as applicable);

(vi) references to the "competent supervisory authority" and "competent courts" shall be replaced with references to the "Swiss Federal Data Protection Information Commissioner" and "applicable courts of Switzerland" (as applicable);

(vii) in Clause 17, the Standard Contractual Clauses shall be governed by the laws of Switzerland (as applicable); and

(viii) to the extent the Swiss DPA applies to the processing, Clause 18 shall be replaced to state: “Any dispute arising from these Clauses shall be resolved by the competent courts of Switzerland. The Parties agree to submit themselves to the jurisdiction of such courts”.

California:

The definitions of: “controller” includes “Business”; "processor" includes “Service Provider”; “data subject” includes “Consumer”; “personal data” includes “Personal Information”; in each case as defined under CCPA.

For this “California” section of Annex E only, “Permitted Purposes” shall include processing Your Personal Data only for the purposes described in this DPA and in accordance with Your documented lawful instructions as set forth in this DPA, as necessary to comply with applicable law, as otherwise agreed in writing, or as otherwise may be permitted for “service providers” under the CCPA.

Email Hippo’s obligations regarding data subject requests, as described in section 11. Data subject rights and cooperation of this DPA, apply to a Consumer’s rights under the CCPA. Notwithstanding any use restriction contained elsewhere in this DPA, Email Hippo shall process Your Personal Data only to perform the Processor Services, for the Permitted Purposes and/or in accordance with Your documented lawful instructions, except where otherwise required by applicable law.

Email Hippo will not “sell” the personal information (as the term “sell” is defined under the CCPA).

Email Hippo may de-identify or aggregate Your Personal Data as part of performing the Processor Services specified in this DPA and the Agreement.

Where Sub-processors process the personal data of Your contacts, Email Hippo takes steps to ensure that such Sub-processors are Service Providers under the CCPA with whom Email Hippo has entered into a written contract that includes terms substantially similar to this DPA or are otherwise exempt from the CCPA’s definition of “sale”. Email Hippo conducts appropriate due diligence on its Sub-processors.

Canada:

Email Hippo takes steps to ensure that Sub-processors, as described in section 9. Sub-processing of the DPA, are third parties under PIPEDA, with whom Email Hippo has entered into a written contract that includes terms substantially similar to this DPA. Email Hippo conducts appropriate due diligence on its Sub-processors.

Email Hippo will implement technical and organizational measures as set forth in section 6. Security of this DPA.