This Data Processing Addendum and its Attachment 1 and Attachment 2 (together the "DPA") form part of the TCS Software as a Service Agreement available at https://mastercraft.tcsapps.com/terms (SaaS) ("Principal Agreement") between: (i) Customer identified on the SaaS Order Form executed referencing the Principal Agreement (the "Controller" or "Customer") and (ii) Tata Consultancy Services Limited or its Affiliate identified on the SaaS Order Form ("Processor" or "TCS") and is executed by and between the Customer and TCS, individually referred to as a "Party" and jointly referred to as "Parties".

Recitals:

1.  Whereas this DPA sets out the terms and conditions under which TCS will process the Customer's Personal Data for the purpose of the Principal Agreement.

2.  Whereas, Parties agree that Customer is the Controller and TCS is the Processor of the Personal Data as defined in the Data Protection Laws.

1.     Definitions

1.1    In this DPA, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

(1.a)     “Affiliate” means an entity that owns or controls, is owned or controlled by or is under common control or ownership with either Customer or TCS (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

(1.a)    “Controller to Processor SCCs” means the Standard Contractual Clauses (processors) for the purposes of Article 26(2) of Directive 95/46/EC set out in Decision 2010/87/EC as the same are revised or updated from time to time by the European Commission and incorporated in this DPA in the Attachment 2.

(1.b)    “Data Protection Laws” means the 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, and repealing Directive 95/46/EC (also named "General Data Protection Regulation" or "GDPR") together with applicable legislation implementing or supplementing the same or otherwise relating to the Processing of Personal Data of natural persons, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities;

(1.c)    “Personal Data” means any Personal Data Processed by TCS or any TCS Affiliate (i) on behalf of Customer or any Customer Affiliate; or (ii) on behalf of any client of Customer or any Customer Affiliate, or (iii) otherwise Processed by TCS or TCS Affiliate, in each case pursuant to or in connection with instructions given by Customer consistent with the Principal Agreement;

(1.d)    “Services” means the services to be supplied by TCS and/or TCS Affiliates to Customer and/or Customer Affiliates pursuant to the Principal Agreement.

1.2    The terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor" and "Supervisory Authority" have the same meanings as described in the Data Protection Laws and cognate terms shall be construed accordingly.

2.     Processing

1.1    This DPA applies to all Processing of Personal Data performed by TCS on behalf of the Controller within the scope of the Principal Agreement.

1.2    TCS shall process Personal Data on behalf of the Controller. Such Processing shall include all activities detailed in the DPA. Within the scope of this DPA, the Controller shall be solely responsible for compliance with the applicable statutory requirements on data protection,including, but not limited to, the lawfulness of disclosing Personal Data to TCS and the lawfulness of having Personal Data Processed on behalf of the Controller.

1.3    TCS shall Process Personal Data only on documented instructions from the Controller. The Controller's individual instructions shall, initially, be those detailed in this DPA. The Controller shall, subsequently, be entitled to, in writing or in in text form, modifying, amending or replacing such individual instructions by issuing such instructions to the point of contact designated by Processor. Instructions that are not part of the scope of Services under the Principle Agreement shall be treated as requests for changes to such agreement. The Controller shall, without undue delay, confirm in writing or in text form any instruction issued orally.

1.4    Attachment 1 to the DPA (or a form substantially similar to Attachment 1) defines the subject matter and duration of the Processing, the nature and purpose of the Processing, the categories of data subjects, types of Personal Data, special categories of Personal Data that will be processed under the Principal Agreement as well as the Processing activities implemented under the Principal Agreement.

1.5    The Controller shall:

(1.1.a)    determine the purposes and means of the Processing of Personal Data;

(1.1.b)    act in compliance with Data Protection Laws; and

(1.1.c)    not instruct TCS to Process Personal Data in a manner that would constitute a breach of Data Protection Laws.

1.6    TCS shall:

(1.1.a)    Process Personal Data only on behalf of the Controller in accordance with the Controller's documented instructions set forth in this DPA (unless required by law to act otherwise, wherein TCS shall communicate such alternative instructions to the Controller unless prohibited by law), or as otherwise necessary to perform its obligations under the Data Protection Laws.

(1.1.b)    take reasonable steps to ensure the reliability of persons authorised to process the Personal Data and ensure that persons Processing the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

(1.1.c)    be entitled to make its own day to day operational decisions and the same shall not be deemed to breach of the instructions of the Controller.

3.     Certifications and Audits

3.1   Upon Customer's request, and provided that the Parties have a Non-Disclosure Agreement in place applicable, if necessary, also to information provided by any of the sub-processors, TCS will make available the following documents and information to Customer:

(1.1.a)    the certificate issued in relation to the ISO 27001 certification (or other documentation evidencing compliance with other standards substantially equivalent to ISO 27001).

3.2   In relation to such certification, TCS will conduct periodic audits of the system involved in the processing of Personal Data on behalf of Customer. Such audits conducted by qualified, independent third-party auditors will result in the generation of an audit report ("Audit Report"), which will be TCS' Confidential Information.

3.3   Upon Customer's request, and provided that the Parties have a Non-Disclosure Agreement in place applicable, if necessary, also to information provided by any of the sub-processors, TCS will make available to Customer a copy of the last Audit Report so that Customer can verify TCS' compliance with its obligations under this DPA.

3.4   To the extent Customer's audit requirements under the Standard Contractual Clauses cannot reasonably be satisfied through audit reports, documentation or compliance information as defined in articles from 3.1 to 3.3, TCS will promptly respond to Customer's additional audit instructions. Before the commencement of an audit, Customer and TCS will mutually agree 3.4 upon the scope, timing, duration, control and evidence requirements, and fees for the audit, provided that this requirement to agree will not permit TCS to unreasonably delay performance of the audit. Such an audit will be conducted by an independent, accredited third-party audit firm, during regular business hours, with reasonable advance notice to TCS, and subject to reasonable confidentiality procedures. Neither Customer nor the auditor shall have access to any data from TCS' other customers or to TCS' systems or facilities not involved in the scope Principal Agreement. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time TCS expends for any such audit, in addition to the rates for services performed by TCS.

4.     Personal Data Breaches

1.1   Processor shall notify Customer without undue delay after becoming aware of a Personal Data Breach. Such notice shall:

(a)    describe the nature of the Personal Data Breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of Personal Data records concerned;

(b)    communicate the name and contact details of the data protection officer or other contact point where more information can be obtained;

(c)    describe the likely consequences of the Personal Data Breach; and

(d)    describe the measures taken or to be taken by Processor to address the Personal Data Breach, including, where appropriate, the measures to mitigate the possible adverse effects.

4.1   Where, and in so far as, it is not possible to provide the information at the same time, the information may be provided in phases.

5.     Sub-processing

1.1   TCS is generally authorized by the Controller to engage with sub-processors and Processor Affiliates, subject to the condition that TCS (i) publishes any intended changes to its use of sub-processors on the webpage https://mastercraft.tcsapps.com/security and (ii) includes terms in its contract with each sub-processor which are no less protective than those set out in this DPA. In addition, Parties agree that the Controller has pre-approved all sub-processors listed at https://mastercraft.tcsapps.com/security.

1.2   TCS is generally authorized to transfer any Personal Data to a country outside the EU/EEA to other TCS Affiliate as sub-processor and to the third party service providers listed at https://mastercraft.tcsapps.com/security.

1.2.1   Where (i) Personal Data of an EEA or Swiss based Controller is processed in a country outside the EEA, Switzerland and any country, organization or territory acknowledged by the European Union as safe country with an adequate level of data protection under Art. 45 GDPR, or where (ii) Personal Data of another Controller is processed internationally and such international processing requires an adequacy means under the laws of the country of the Controller and the required adequacy means can be met by entering into Standard Contractual Clauses, then:

(2.1.a)   Tata Consultancy Services Limited or any other relevant Affiliate and Customer enter into the Controller to Processor SCCs;

(2.1.b)   Where required by the Data Protection Laws, Customer enters into the Controller to Processor SCCs with each relevant Subprocessor as follows, either (i) Customer joins the Standard Contractual Clauses entered into by TCS or and the Subprocessor as an independent owner of rights and obligations ("Accession Model") or, (ii) the Subprocessor (represented by TCS) enters into the Standard Contractual Clauses with Customer ("Power of Attorney Model"); and/or

(2.1.c)   Other Controllers whose use of the Software or Services has been authorized by Customer under the Principal Agreement may also enter into Standard Contractual Clauses with TCS and/or the relevant Subprocessors in the same manner as Customer in accordance with Sections 5.2(a) and (b) above. In such case, Customer will enter into the Standard Contractual Clauses on behalf of the other Controllers.

2.     Return or deletion of Personal Data

2.1   As soon as it is no longer required for the performance of TCS's obligations under the Principal Agreement, and at the latest upon termination or expiration of the Principal Agreement, Processor will delete all Personal Data 30 days from such date, unless (i) before the expiry of the aforementioned 30 days, the Controller elects to have all copies of the Personal Data returned to it (subject to the Controller bearing Processor' reasonable costs); or (ii) any law to which TCS or any TCS Affiliate is subject requires the retention of the Personal Data (in which case the Personal Data shall only be retained for as long as is necessary to comply with that requirement).

6.     Security

1.1   The technical and organisational measures applied by TCS as of the DPA Effective Date are set forth on the webpage https://mastercraft.tcsapps.com/security. The Controller is familiar with these technical and organisational measures, and the Controller has confirmed that such measures ensure a level of security appropriate to the risk.

1.2   TCS reserves the right to modify the measures and safeguards implemented, provided, however, that the level of security shall not be less protective than initially agreed upon.

1.3   The Controller and TCS shall fulfil their obligations under Article 32.1 (d) GDPR to implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing.

7.     Data subject requests

1.1   To the extent permitted by law, Processor will inform Customer of requests from data subjects exercising their data subject rights (access, rectification, erasure, restriction, data portability and objection) addressed directly to Processor. TCS may not directly reply to such requests unless expressly instructed to do so by the Controller unless otherwise required by law. Customer shall be responsible to respond to such requests of data subjects assisted by Processor, insofar as possible.

1.2   TCS shall assist Customer or the relevant Customer Affiliate by appropriate technical and organizational measures taking into account the information available to Processor and nature of Processing, insofar as this is possible, for the fulfilment of Customer's or the relevant Customer Affiliate's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR.

8.     Assistance

8.1   Taking into account the information available to Processor and nature of Processing, Processor will assist Customer by technical and organizational measures in ensuring compliance with Customer's obligations relating to the security of Processing, the notification of Personal Data breach and the data protection impact assessment.

8.2   At the request of Controller, TCS shall assist the Controller in (i) allowing data subjects to exercise their rights under the GDPR, (ii) in meeting the Controller's GDPR obligations in relation to the security of Processing, the notification of Personal Data breach and data protection impact assessments. All assistance performed by Processor under the DPA shall be subject to a charge agreed in writing by the Parties.

9.     Miscellaneous

9.1   The Parties agree that, except as modified herein, the terms of the Principal Agreement shall remain in full force and effect. Notwithstanding anything to the contrary in the Principal Agreement, in the event of inconsistencies between the provisions of this DPA and the provisions of the Principal Agreement, the provisions of this DPA shall prevail.

9.2   In case of any conflict, the data protection regulations of this DPA shall take precedence over the regulations of the Principle Agreement where this is necessary to give full force and effect to the GDPR or any other law applicable to the Processing of Personal Data. Where individual regulations of this DPA are invalid or unenforceable, the validity and enforceability of the other regulations of this DPA shall not be affected.

9.3    DPA comes into force on the same date as the Principal Agreement. Except where this DPA stipulates obligations beyond the term of the Principle Agreement, the term of this DPA shall be the term of the Principal Agreement.

Attachment 1 to the DPA - Details of Processing activities

This form includes certain details of the Processing of Customer Personal Data as required by Article 28(3) GDPR, which the Processor carries out on behalf of the Controller in accordance with the DPA.

1.     Subject matter and duration of the Processing of Customer Personal Data

3.    The subject matter and duration of the Processing of the Personal Data are set out in the Principal Agreement.

10.     Nature and purpose of the Processing of the Personal Data

The purpose of the Processing of the Personal Data is set out in the Principal Agreement and this DPA, and include the following Processing activities:

1.   Delivering functional capabilities of the Software or Services as used by the Customer or its Authorized Users

2.   To provide support service including troubleshooting and repairing problems or issues or incidents

3.   Periodic maintanance of the Software or Services Environment, include installaling latest updates or patches

11.     Data subjects

The Personal Data transferred concern the following categories of data subjects:

employees, contractors, business partners or other individuals having Personal Data stored in the cloud Service.

12.     Categories of data

The Personal Data transferred concern the following categories of data:

Customer determines the categories of data. The transferred Personal Data typically relates to the following categories of data: name, phone numbers, e-mail address, time zone, address data, system access / usage / authorization data, company name, contract data, invoice data, plus any application-specific data that Authorized User enter into the Software.

Special categories of data (if appropriate)

No sensitive Personal Data is Processed under the Principal Agreement

13.     Processing operations

The Personal Data transferred will be subject to the following basic Processing activities:

-   provision of the Software's Services;

-   communication to Authorized Users;

-   storage of Personal Data;

-   upload any fixes or upgrades to the Software;

-   back up of Personal Data;

-   computer processing of Personal Data, including data transmission, data retrieval, data access;

-   network access to allow Personal Datatransfer;

-   execution of instructions of Customer in accordance with the Agreement.

Attachment 2 to the DPA - Controller to Processor SCCs

Commission Decision C(2010)593

Standard Contractual Clauses (processors)

On and from May 25, 2018, references to various Articles from the Directive 95/46/EC in the Standard Contractual Clauses below will be treated as references to the relevant and appropriate clauses in the General Data Protection Regulation ((EU) 2016/679).

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organisation: Customer of the Principal Agreement

Address: As provided by Customer on the Software Site or on the relevant SaaS Order Form

Other information needed to identify the organisation: not applicable

(the data exporter)

And

Name of the data importing organisation: Tata Consultancy Services Limited

Address: TCS House, Raveline Street, 21 DS Marg, Fort, Mumbai - 400066.

Other information needed to identify the organisation: not applicable

.....................................................

(the data importer)

each a "party"; together "the parties",

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

(a)   'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b)   'the data exporter' means the controller who transfers the personal data;

(c)   'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d)   'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e)   'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f)   'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1.   The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2.   The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3.   The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

4.   The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

(a)   that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b)   that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;

(c)   that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d)   that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e)   that it will ensure compliance with the security measures;

(f)   that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g)   to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(h)   that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(i)   that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j)   that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

(a)   to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b)   that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c)   that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d)   that it will promptly notify the data exporter about:

(i)   any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii)   any accidental or unauthorised access, and

(iii)   any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e)   to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)   at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g)   to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h)   that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i)   that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j)   to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1.   The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

2.   If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

3.   If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1.   The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a)   to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b)   to refer the dispute to the courts in the Member State in which the data exporter is established.

2.   The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1.   The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2.   The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3.   The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.,.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1.   The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.

2.   The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

3.   The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely The Netherlands.

4.   The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1.   The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2.   The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

On behalf of the data exporter:

Name (written out in full):

Position:

Address:

Other information necessary in order for the contract to be binding (if any):

Signature............................

(stamp of organisation)

On behalf of the data importer:

Name (written out in full):

Position:

Address:

Other information necessary in order for the contract to be binding (if any):

Signature............................

(stamp of organisation)

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter

The data exporter is the Customer of the Principal Agreement.

Data importer

The data importer is TCS as specified in the DPA for the provision of the services defined in the Principal Agreement.

Data subjects

The personal data transferred concern the following categories of data subjects: see Attachment 1 to the DPA - Details of Processing activities.

Categories of data

The personal data transferred concern the following categories of data: Attachment 1 to the DPA - Details of Processing activities

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data: Not Applicable.

Processing operations

The personal data transferred will be subject to the following basic processing activities: Attachment 1 to the DPA - Details of Processing activities

DATA EXPORTER

Name:

Authorised Signature ...........................

DATA IMPORTER

Name:...........................

Authorised Signature ...........................

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

Please refer to the webpage https://mastercraft.tcsapps.com/security.

This data processing addendum was last updated on 2^nd September 2020