I. Definitions

1. "Agreement" means Squire's Enterprise Terms, the Privacy Policy, any Order Form and any other written or electronic agreement between you and Squire, as such terms or agreement may be updated from time to time.
2. "Covered Data" means all confidential information under the Agreement and any Personal Information that Squire processes on behalf of Enterprise Customer as a result of Enterprise Customer's use of the Squire Platform and Squire Services, as more particularly described in this DPA.
3. "Data Protection Laws" means all data protection laws and regulations applicable to a party's processing of Covered Data under the Agreement, including, where applicable, European Data Protection Law and the CCPA.
4. "Data Subject" means the individual to whom Personal Information relates.
5. "California Consumer Privacy Act of 2018" or "CCPA" means Assembly Bill 375 of the California House of Representatives, an act to add Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code, relating to privacy and approved by the California Governor on June 28, 2018, as amended;
6. "European 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 Information and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of Personal Information and the protection of privacy in the electronic communications sector; (iii) applicable national implementations of (i) and (ii); and (iii) in respect of the United Kingdom ("UK") any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the UK leaving the European Union).
7. "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.
8. "Personal Information" means any information relating to an identified or identifiable individual, including but not limited to a person's first and last name, home or other physical address, telephone number, fax number, email address or other online identifier, photographs, third-party issued identifier, biometric data, health information, credit card or other financial information, IP address and cookie information, and any other device-specific number or identifier and is protected similarly as "personal data," "personal information," or "personally identifiable information" under applicable Data Protection Laws.
9. "SCCs" means: (a) with respect to processing Personal Information from individuals in Europe, the European Union Commission-approved version of the standard contractual clauses in Commission Decision 2021/914/EU of 4 June 2021, (in the form set out in Exhibit A, attached hereto, and as may be found on the European Union's website at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&from=EN) ("the "EU SCCs"); or (b) with respect to processing Personal Information from individuals in the UK, the EU SCCs as modified by the UK Information Commissioner's Office-approved version of the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, Version B1.0, in force 21 March 2022 (in the form set out in Exhibit B, attached hereto, and as may be found on the UK Information Commissioner's Office website at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf (the "UK SCCs").
10. "Security Incident" means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, or alteration of, or unauthorized disclosure of or access to, Covered Data on systems managed or otherwise controlled by Squire.
11. "Sub-processor" means any processor engaged by Squire to assist in fulfilling its obligations with respect to providing the Squire Platform pursuant to the Agreement or this DPA. Sub-processors shall exclude Squire employees, contractors, or consultants.

II. Roles.

If (a) European Data Protection Law applies to either party's processing of Personal Information, the parties acknowledge and agree that with regard to the processing of Covered Data, Enterprise Customer is the "controller" and Squire is a "processor" acting on behalf of Enterprise Customer, or (b) if the CCPA applies to either party's processing of Personal Information, the parties acknowledge and agree that with regard to the processing of Covered Data, Enterprise Customer is the "business" and Squire is the "service provider" acting on behalf of Enterprise Customer, as further described in Annex I ("Details of Data Processing") of this DPA. For the avoidance of doubt, this DPA shall not apply to instances where Squire is the controller/business (as defined in the applicable Data Protection Laws) unless otherwise described herein.

III. Enterprise Customer's Obligations.

1. Compliance with All Applicable Laws. Enterprise Customer represents, warrants, and covenants to Squire that with respect to the processing of Covered Data and any processing instructions it issues to Squire, Enterprise Customer has complied and will continue to comply with all applicable laws, including Data Protection Laws.
2. Notice and Consents. Without prejudice to the generality of the foregoing, Enterprise Customer represents, warrants, and covenants to Squire that Enterprise Customer has provided, and will continue to provide, all requisite notice and has obtained, and will continue to obtain, all requisite consents and rights necessary under applicable Data Protection Law for Squire to process Covered Data for the purposes described in this Agreement.
3. Data Integrity. Without prejudice to the generality of the foregoing, Enterprise Customer shall have the sole responsibility for (i) the accuracy, quality, and legality of Covered Data and the means by which Enterprise Customer acquired Covered Data; (ii) ensuring Enterprise Customer has the right to transfer, or provide access to, the Covered Data to Squire for processing in accordance with the terms of this Agreement (including this DPA).
4. Messages. Without prejudice to the generality of the foregoing, Enterprise Customer agrees that it shall be responsible for complying with all laws (including Data Protection Laws) applicable to communications sent using the Squire Services or managed through the Squire Platform, including those relating to obtaining consent (where required) to send emails or SMS messages for direct marketing purposes and the content of the messages.
5. Lawfulness of Enterprise Customer's Instructions. Without prejudice to the generality of the foregoing, Enterprise Customer will ensure that Squire's processing of the Covered Data in accordance with Enterprise Customer's instructions will not cause Squire to violate any applicable law, regulation, or rule, including, without limitation, Data Protection Laws.

IV. Squire's Obligations

1. Compliance with Enterprise Customer's Instructions. Squire will only process Covered Data in accordance with Enterprise Customer's documented lawful instructions as set forth in this DPA, except where and to the extent otherwise required by applicable law, or as otherwise agreed in writing ("Permitted Purposes"). Squire shall not otherwise rent, sell, distribute or share Covered Data outside the scope of providing the Squire Services and access to the Squire Platform.
2. Conflict Between Applicable Law and Enterprise Customer's Instructions. If Squire becomes aware that processing Covered Data in accordance with Enterprise Customer's instructions is prohibited due to a legal requirement or any applicable law, including Data Protection Law, Squire shall promptly notify Enterprise Customer of such legal requirement or law to the extent permitted by applicable law and, where necessary, cease all processing (other than storing and maintaining the security of such Covered Data, in accordance with applicable law) until such time Enterprise Customer issues new instructions with which Squire can comply.
3. Confidentiality. Squire will ensure that any Squire employee, contractor or agent authorized to process Covered Data are subject to suitable confidentiality obligations. Squire will not disclose the Covered Data to third parties unless such disclosure is necessary to perform the Squire Services or provide access to the Squire Platform.

V. Sub-processors

1. List of Sub-Processors; Right to Object. Enterprise Customer agrees that Squire may engage Sub-processors to process Covered Data on Enterprise Customer's behalf. The third parties and Squire Affiliates currented engaged as Sub-Processors and authorized by Enterprise Customer to process Covered Data are listed in Annex III("List of Sub-Processors") attached hereto. Squire shall notify Enterprise Customer if it adds or removes Sub-processors at least 10 days prior to any such changes. Enterprise Customer shall notify Squire in the event that it objects to a Sub-Processor, in which case it can terminate its use of the Squire Services and Squire Platform Account in accordance with the terms of the Agreement.
2. Sub-Processors Subject to Data Protection Terms. Where Squire engages Sub-Processors, Squire and Sub-Processor will have data protection terms in place that provide at least the same level of protection for Covered Data as those in this DPA (including, where appropriate, the SCCs), to the extent applicable to the nature of the services provided by such Sub-Processors.

VI. Security

1. Security Measures. Squire shall implement and maintain appropriate technical and organizational security measures that are designed to protect Covered Data from Security Incidents and designed to preserve the security and confidentiality of Covered Data in accordance with Squire's security standards described in Annex II("Security Measures").
2. Updates to Security Measures. Enterprise Customer is responsible for reviewing the information made available by Squire relating to data security and making an independent determination as to whether the Squire Platform meets Enterprise Customer's requirements and legal obligations under Data Protection Laws. Enterprise Customer acknowledges that the Security Measures are subject to technical progress and development and that Squire may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Squire Platform provided to Squire.
3. Security Incident Response. Upon becoming aware of a Security Incident, Squire shall: (i) notify Enterprise Customer 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 Enterprise Customer; and (iii) promptly take reasonable steps to contain and investigate any Security Incident. Squire's notification of or response to a Security Incident under this Section IV(C) shall not be construed as an acknowledgment by Squire of any fault or liability with respect to the Security Incident.
4. Secure Credentials. Notwithstanding anything to the contrary above, Enterprise Customer agrees that, except as provided by this DPA, Enterprise Customer is responsible for its secure use of the Squire Services and Squire Platform, including securing its account authentication credentials, protecting the security of Covered Data when in transit to and from the Squire Platform, and taking any appropriate steps to securely encrypt or backup any Covered Data uploaded to the Squire Platform.

VII. Security Reports and Audits

1. Audit rights. Squire shall make available to Enterprise Customer all information reasonably necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections by Enterprise Customer in order to assess compliance with this DPA; provided, however, Squire is not required to provide any materials that would cause it to violate its pre-existing and written policies or data security standards (including its Security Measures). Enterprise Customer acknowledges and agrees that it shall exercise its audit rights under this DPA (including this Section VII(A) and where applicable, the SCCs) and any audit rights granted by Data Protection Laws, by instructing Squire to comply with the audit measures described in Section VII(B).
2. Requests for Information. Squire shall respond to all reasonable requests for information made by Enterprise Customer to confirm Squire's compliance with this DPA, including responses to information security, due diligence, and audit questionnaires, by making additional information available regarding its information security program upon Enterprise Customer's written request to [email protected] provided that Enterprise Customer shall not exercise this right more than once per calendar year.

VIII. International Transfers

1. Data Center Locations. Enterprise Customer acknowledges that Squire may transfer and process Covered Data to and in the United States and anywhere else in the world where Squire, its Affiliates or its Sub-Processors maintain data processing operations. Squire shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Laws and this DPA.
2. European Data Transfers. To the extent that Squire is a recipient of Covered Data protected by European Data Protection Laws ("European Data") in a country outside of Europe that is not recognized as providing an adequate level of protection for Personal Information (as described in applicable European Data Protection Law), the SCCs shall be incorporated by reference in this Agreement. The Appendix to this Agreement sets out the parties' roles and the information required by the Annexes to the SCCs. Nothing in this Appendix shall be construed to prevail over any conflicting clause of the SCCs. Each party acknowledges that it has had the opportunity to review the SCCs.

IX. Data Subject Rights and Cooperation

1. Data Subject Requests. As part of the Squire Services and Squire Platform, Squire provides Enterprise Customer with a number of self-service features that Enterprise Customer may use to retrieve, correct, delete or restrict the use of Covered Data, which Enterprise Customer may use to assist it in connection with its obligations under the Data Protection Laws with respect to responding to requests from Data Subjects via Enterprise Customer's account at no additional cost. In addition, Squire shall, taking into account the nature of the processing, provide reasonable additional assistance to Enterprise Customer to the extent possible to enable Enterprise Customer to comply with its data protection obligations with respect to the rights of Data Subjects under applicable Data Protection Laws. In the event that any such request is made to Squire directly, Squire shall not respond to such communication directly except as appropriate (for example, to direct the Data Subject to contact Enterprise Customer) or legally required, without Enterprise Customer's prior authorization. If Squire is required to respond to such a request, Squire shall promptly notify Enterprise Customer and provide Enterprise Customer with a copy of the request unless Squire is legally prohibited from doing so. For the avoidance of doubt, nothing in the Agreement (including this DPA) shall restrict or prevent Squire from responding to any Data Subject or data protection authority requests in relation to Personal Information for which Squire is a controller.
2. Data Protection Impact Assessment. To the extent required under applicable Data Protection Laws, Squire shall (taking into account the nature of the processing and the information available to Squire) provide all reasonably requested information regarding the Squire Services and Squire Platform to enable Enterprise Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by Data Protection Laws. Squire shall comply with the foregoing by: (i) complying with Section VII (Security Reports and Audits); (ii) providing the information contained in the Agreement, including this DPA; and (iii) if the foregoing sub-sections (i) and (ii) are insufficient for Enterprise Customer to comply with such obligations, upon request, providing additional reasonable assistance (at Enterprise Customer's expense).

X. Limitation of Liability

1. Each party's and all of its Affiliates' 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.
2. Any claims made against Squire under or in connection with this DPA (including, where applicable, the SCCs) shall be brought solely by the Enterprise Customer's entity that is a party to the Agreement.
3. In no event shall any party limit its liability with respect to any Data Subject's data protection rights under this DPA or otherwise.

XI. Relationship with the Agreement

1. This DPA shall remain in effect for as long as Squire carries out Covered Data processing operations on behalf of Enterprise Customer or until termination of the Agreement (and all Covered Data has been returned or deleted in accordance with this DPA).
2. 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 Squire Services and Squire Platform.
3. 
   In the event of any conflict or inconsistency between this DPA and the Enterprise Terms, the provisions of the following documents (in order of precedence) shall prevail: (i) SCCs; then (ii) this DPA; and then (iii) the Enterprise Terms.
4. Except for any changes made by this DPA, the Agreement remains unchanged and in full force and effect.
5. No one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms.
6. This DPA shall be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.

Exhibit A - EU SCCs
STANDARD CONTRACTUAL CLAUSES
(Module Two: Transfer Controller to Processer)
SECTION I
Clause 1

Purpose and Scope

1. 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.
2. 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').
3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
4. 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

1. 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.
2. 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

1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
2. ‍
   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;Clause 15.1(c), (d) and (e);
   vi. Clause 16(e);
   vii. Clause 18 - Clause 18(a) and (b).
3. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4‍

Interpretation

1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

‍Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 - Optional

Docking clause

1. 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.
2. 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.
3. 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

1. 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.
2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

1. 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.
2. 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.
3. 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.
4. 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:

1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
2. 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;
3. 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
4. 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

1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
2. 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.
3. 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.
4. 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.
5. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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

1. 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.
2. 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.
3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

1. 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.
2. 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.
3. 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.
4. 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.
5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
6. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

1. 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.
2. 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

1. 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.
2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
3. 
   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 (¹²);
   
   iii. (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.
4. 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.
5. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
6. 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).
7. 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

1. 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:
2. 
   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.
3. 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.
4. 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.).
5. 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.
6. 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

1. 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).
2. 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.
3. 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

1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
2. 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).
3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses,
4. 
   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.
5. 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.
6. 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 the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
2. The Parties agree that those shall be the courts of Ireland.
3. 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.
4. The Parties agree to submit themselves to the jurisdiction of such courts.

Annex III - List of Sub-Processors
(Annex III of the EU SCCs)

A. Enterprise Customer has authorized the use of the following third-party Sub-Processors:

B. Enterprise Customer has authorized the use of the following Squire-affiliated Sub-Processors

Exhibit B - UK SCCs

VERSION B1.0, in force 21 March 2022

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

1: Tables

‍Table 2: Selected SCCs, Modules and Selected Clauses

Table 3: Appendix Information

"Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Table 4: Ending this Addendum when the Approved Addendum Changes

Part 2: Mandatory Clauses

Interpretation of this Addendum

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.

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.

Entering into this Addendum

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:

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.

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.

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

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.

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

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.

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.

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

This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter's processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
2. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
3. 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.

Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.

No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.

The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:

1. References to the "Clauses" means this Addendum, incorporating the Addendum EU SCCs;
2. In Clause 2, delete the words:
3. "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";Clause 6 (Description of the transfer(s)) is replaced with:
4. "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.";Clause 8.7(i) of Module 1 is replaced with:
5. "it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer";Clause 8.8(i) of Modules 2 and 3 is replaced with:
6. "the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;"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;
7. References to Regulation (EU) 2018/1725 are removed;
8. References to the "European Union", "Union", "EU", "EU Member State", "Member State" and "EU or Member State" are all replaced with the "UK";
9. The reference to "Clause 12(c)(i)" at Clause 10(b)(i) of Module one, is replaced with "Clause 11(c)(i)";
10. Clause 13(a) and Part C of Annex I are not used;
11. The "competent supervisory authority" and "supervisory authority" are both replaced with the "Information Commissioner";
12. In Clause 16(e), subsection (i) is replaced with:
13. "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;";Clause 17 is replaced with:
14. "These Clauses are governed by the laws of England and Wales.";Clause 18 is replaced with:
15. "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."; andThe 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

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.

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.

From time to time, the ICO may issue a revised Approved Addendum which:

1. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
2. 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.

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:

1. its direct costs of performing its obligations under the Addendum; and/or
2. 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.

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.