European Data Processing Addendum

Effective Date: May 25, 2022

This European Data Processing Addendum (the “European DPA”) is supplementary to and forms part of the Clever General Terms of Use, located here (or such other successor URL), or other electronic or written agreement governing School’s use of the Services (the “Agreement”) and is subject to the provisions therein (including limitations of liability). This European DPA applies where and to the extent that Clever processes School Personal Data that is subject to European Data Protection Laws (as defined below) on behalf of a School (“you” or “your”) as a Processor. If you are not a School (as defined in the Agreement), this European DPA does not apply to you. Except as they may be modified herein, the terms of the Agreement will continue in full force and effect as specified in the Agreement and will apply to this European DPA. Capitalized terms not defined herein have the meaning given in the Agreement.

1. Definitions

1.1 In this European DPA, the following terms have the following meanings:

(a) “Affiliate” means any entity that directly or indirectly is controlled by or is under common control with a party, where “control” means either (i) direct or indirect ownership or control of greater than 50% of the voting securities of such entity, or (ii) the ability to control the activities of the entity through contractual rights.
(b) “European Data Protection Laws” means: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); (ii) the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 and the UK Data Protection Act 2018 (collectively the “UK GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); (iv) the Swiss Federal Data Protection Act (“Swiss DPA”), and (v) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) (iii) or (iv); in each case as may be amended or superseded from time to time.
(c) “Restricted Transfer” means atransfer of Personal Data originating from a country in Europe to a country that does not provide an adequate level of protection for Personal Data within the meaning of applicable European Data Protection Laws.
(d) “Standard Contractual Clauses” means the contractual clauses annexed to the European Commission’s Implementing Decision (EU) 2021/914 of 4 June 2021, in the form set out in Schedule 3.
(e) “Personal Data Breach” means any unauthorized or unlawful breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to School Personal Data. A “Personal Data Breach” does not include unsuccessful attempts or activities that do not compromise the security of School Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
(f) “School Personal Data” means any Personal Data, including Student Data, that is protected by European Data Protection Laws and which Clever processes on your behalf as a Processor, as more particularly described in Schedule 1.
(g) “Sub-processor” means any third party Processor engaged by Clever to process School Personal Data. A “Sub-processor” may include a Clever Subsidiary but does not include Clever employees, contractors or consultants.
(h) “UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018, in the form set out in Schedule 4.
(i) The terms “Controller“, “Processor“, “Data Subject“, “Personal Data“, “Supervisory Authority” and “processing” have the meanings given to them in European Data Protection Laws (and “process“, “processes” and “processed” will be interpreted accordingly).

2. Role and Scope of Processing

2.1 Scope. This European DPA applies to the processing of School Personal Data that is subject to European Data Protection Laws by Clever for the purpose of providing the Services in its capacity as a Processor. This European DPA does not apply to Personal Data that Clever may process as a Controller or Personal Data that you may process via third-party websites or services (including but not limited to applications made available by Developers).

2.2 Details of Processing. The subject matter, nature, purpose, and duration of the Processing, as well as the types of Personal Data processed and categories of Data Subjects, are described inSchedule 1to this European DPA.

2.3 Processing Relationship. You acknowledge that with regard to the processing of School Personal Data, you are the Controller and Clever is your Processor under European Data Protection Laws. You acknowledge that Clever may disclose this European DPA and any relevant privacy provisions in the Agreement to a Supervisory Authority, or any other European or US judicial or regulatory body upon their request.

2.4 School Responsibilities. You will, in your use of the Services: (a) be responsible for determining whether the Services are appropriate for the processing and storage of School Personal Data under European Data Protection Laws; (b) comply with your obligations as a Controller under European Data Protection Laws and ensure that your instructions to Clever are lawful and comply with European Data Protection Laws; and (c) have sole responsibility for the accuracy, quality, and legality of School Personal Data and the means by which you acquired School Personal Data.

2.5 Notice and Consent. You represent and warrant that you have obtained all consents, permissions and rights necessary for Clever, and its Affiliates and Sub-processors, to lawfully process School Personal Data for the purposes contemplated by the Agreement, and (where necessary) that you have the authority to provide consent on behalf of parents.

3. Processing of School Personal Data

3.1 Processing Instructions. Clever will process School Personal Data only in accordance with your lawful documented instructions and will not process School Personal Data for its own purposes, except where required by applicable laws. The Agreement, including this European DPA, along with your configuration of any settings or options in the Services, constitute your complete and final instructions to Clever regarding the processing of School Personal Data (including for purposes of the Standard Contractual Clauses). Clever shall promptly notify you if it determines that your instructions infringe European Data Protection Laws, but without obligation for Clever to actively monitor your compliance with European Data Protection Laws.

3.2 Confidentiality of processing. Clever will ensure that any person it authorizes to process School Personal Data is subject to an appropriate duty of confidentiality (whether a contractual or statutory duty) and that they process School Personal Data only as necessary for the purpose of delivering the Services.

3.3 Security. Clever will implement and maintain reasonable and appropriate technical and organizational security measures with the aim of protecting School Personal Data from Personal Data Breaches. At a minimum, such measures will include the measures set out in Schedule 2 (“Security Measures“). You acknowledge that the Security Measures are subject to technical progress and development and that Clever may update or modify the Security Measures from time to time, provided that such updates and modifications do not degrade or diminish overall security of the Services.

3.4 Personal Data Breaches. In the event of a Personal Data Breach, Clever will inform you without undue delay and provide you with written details of the Personal Data Breach, including the type of data affected and the identity of affected Data Subjects, once such information becomes known or available to Clever. Clever will, to the extent possible, provide you with timely information and cooperation to enable you to fulfil your data breach reporting obligations under European Data Protection Laws and will take reasonable steps to remedy or mitigate the effects of the Personal Data Breach.

3.5 Audit Rights. Upon request, Clever will provide copies of any certifications, audit report summaries and/or other relevant documentation it possess, where reasonably required by you to verify Clever’s compliance with this European DPA. While it is the parties’ intention ordinarily to rely on such certifications, audit report summaries and/or other documentation to verify Clever’s compliance with this European DPA (including the Standard Contractual Clauses), following a confirmed Personal Data Breach or where a Supervisory Authority requires it, you may provide Clever with thirty (30) days’ prior written notice requesting that a third-party conduct an audit of Clever’s operations and facilities (“Audit“) provided that (i) any Audit will be conducted at your expense, (ii) the parties shall mutually agree upon the scope, timing and duration of the Audit, (iii) the Audit shall not unreasonably impact Clever’s regular operations, and (iv) you will not have access to any files or systems that could result in the exposure of confidential information of other customers of Clever. Any certifications, audit report summaries and/or other relevant documentation provided by Clever, and the findings of any Audit, will be subject to the confidentiality provisions of the Agreement.

3.6 Requests by Public Authorities. If Clever receives a valid and binding subpoena, warrant, order or other legally binding request (“Request“) from a law enforcement or other government authority (“Requesting Party“) for disclosure of School Personal Data, Clever will use all reasonable efforts to redirect the Requesting Party to request School Personal Data directly from you. If Clever is compelled to disclose School Personal Data to a Requesting Party, Clever will promptly notify you of the Request to allow you to seek a protective order or other appropriate remedy, if you are legally permitted to do so. If Clever is prohibited from notifying you about the Request, Clever will use reasonable and lawful efforts to obtain a waiver of prohibition to allow Clever to communicate as much information to you as soon as possible. If Clever is prohibited from notifying you, Clever agrees to review, under the laws of the country of destination, the legality of the Request, notably whether it remains within the powers granted to the requesting public authority and exhaust all available remedies to challenge the request if, after a careful assessment, Clever concludes that there are grounds under the laws of the country of destination to do so. This includes requests under section 702 of the United States Foreign Intelligence Surveillance Court (“FISA“). When challenging a request, Clever shall seek interim measures with a view to suspend the effects of the request until the court has decided on the merits. Clever shall not disclose or provide access to the personal data requested until required to do so under the applicable procedural rules and, at such time, shall provide only the minimum amount of information required to comply with the request, based on a reasonable interpretation of the request.

3.7 Sub-processors. You grant Clever a general authorization to engage Sub-processors, including those Sub-processors listed here (or such other successor URL) (“Sub-processor List”) and Clever will:

(a) notify you in the event of the engagement of any new or replacement Sub-processor, including updating the Sub-processor List;
(b) impose substantially the same data protection terms on any Sub-processor it engages as contained in this European DPA (including data transfer provisions, where applicable); and
(c) remain liable for any breach of this European DPA caused by an act, error or omission of its Sub-processors.

3.8 Objection to Sub-processors. You may object to Clever’s appointment of any new or replacement Sub-processor in writing within ten (10) days after receiving notice in accordance with Section 3.7 and on reasonable grounds related to the Sub-processor’s ability to ensure compliance with this European DPA. In such case, we will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If we cannot reach such resolution, Clever will have the right, at its sole discretion, to either not appoint the disputed Sub-processor or allow you to suspend or terminate the Agreement. In the event you terminate the Agreement, Clever will refund to you a pro rata share of any prepaid fees for the remaining and unexpired portion of the Services. This will be your exclusive remedy and Clever’s entire liability for resolving objections to Clever’s appointment of Sub-processors under this European DPA.

3.9 Cooperation and Data Subject Requests. Clever will reasonably cooperate to enable you to respond to any requests, complaints or other communications from Data Subjects, Supervisory Authorities or other regulatory or judicial bodies relating to the processing of School Personal Data by Clever, including requests from Data Subjects seeking to exercise their rights under European Data Protection Laws. In the event that any such request, complaint or communication is made directly to Clever, Clever will pass on the request to you and will not respond directly without your express authorization (unless required to do so in order to comply with applicable law(s)).

3.10 Data Protection Impact Assessments. To the extent required under European Data Protection Laws, Clever will provide you with reasonable assistance (at your cost) with conducting data protection impact assessments and consulting with Supervisory Authorities in respect of any proposed processing activity that presents a high risk to Data Subjects.

3.11 Deletion. Upon termination or expiry of the Agreement, and at your election, Clever will delete or return all School Personal Data in Clever’s possession in accordance with the Agreement and Clever’s then-current data deletion timelines and policies. This requirement will not apply to the extent that Clever is required by applicable law(s) to retain some or all of the School Personal Data or to School Personal Data archived on back-up systems, in which event Clever shall isolate and protect such School Personal Data from any further processing except to the extent required by such law. You agree that the certification of deletion described in Clauses 8.5 and 16(d) of the Standard Contractual Clauses will be provided by Clever only upon your written request.

4. International Data Transfers

4.1 Processing Location. Clever may transfer and process School Personal Data in the United States and any other country in which Clever, Clever Subsidiaries and Sub-processors maintain processing facilities. Clever will not transfer or process School Personal Data (nor permit such data to be transferred or processed) outside Europe unless it first takes such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws and this European DPA.

4.2 Standard Contractual Clauses. To the extent that the transfer of School Personal Data from School to Clever involves a Restricted Transfer, the Standard Contractual Clauses included at Schedule 3 shall be incorporated and form an integral part of this European DPA with School (and any School Affiliates) as the “data exporter” and Clever as the “data importer”. In the event that any provision of this European DPA contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses will prevail. For School Personal Data that is subject to the UK GDPR, the Standard Contractual Clauses shall be modified in accordance with the UK Addendum included at Schedule 4, which shall also be incorporated and form an integral part of this European DPA

4.3 Alternative Transfer Mechanism. If Clever adopts an alternative lawful data export mechanism for the transfer of personal data not described in this European DPA (“Alternative Transfer Mechanism“), the Alternative Transfer Mechanism will apply instead of any applicable transfer mechanism described in this European DPA (but only to the extent such Alternative Transfer Mechanism complies with European Data Protection Laws and extends to the countries to which the relevant School Personal Data is transferred).

Schedule 1 – Details of the Processing

This Schedule describes the processing of Personal Data by the parties in connection with the Services and forms an integral part of the Agreement. Capitalized terms not defined herein have the meaning given in the Agreement.

Categories of data subjects	School admins, staff and teachers who access the Services on behalfof the SchoolStudents who use the ServicesParents or guardians that create an account on Clever
Categories of Personal Data	Account information (name, email address, phone number, title, username, password)School record information (ID, name, email address, title, username)Student Data (Student ID, address, birthdate, gender, grade level, graduation year, English language learner, race or ethnicity, username, contact information, parent name and contact information)Clever messaging communications (content and metadata)Analytics data (App ID, usage data, aggregate and anonymous data)
Sensitive data (if applicable)	The sensitive data that may be processed through the Services is determined and controlled by the School in its sole discretion and may include Student Data revealing racial or ethnic origin. See Schedule 2 for applied restrictions and safeguards for sensitive data.
Frequency of the transfer and processing	Continuous (depending on the School’s use of the Services).
Nature of the processing	Collection, storage, organization, modification, retrieval, disclosure, communication and other uses in performance of the Services as set out in the Agreement.
Purpose(s) of the data transfer and processing	Processing activities in performance of the Services as set out in the Agreement.
The period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period	Personal Data will be retained in accordance with Section 3.11 of the European DPA.
Subject matter, nature and duration of processing	As above.

Schedule 2: Security Measures

Clever’s technical and organizational security measures designed to protect School Personal Data can be found at https://clever.com/trust/security/practices

Schedule 3: Standard Contractual Clauses

Module Two: Controller-to-Processor

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 – Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Clause 18(a) and (b).

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

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses will be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7

Docking clause

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

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

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

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

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

8.3 Transparency

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

8.4 Accuracy

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

8.5 Duration of processing and erasure or return of data

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

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

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

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties will be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors in accordance with Section 3.6 of this European DPA to which these Clauses are appended, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance will be provided, as well as the scope and the extent of the assistance required.

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

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

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

(b) The data importer will be liable to the data subject, and the data subject will be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter will be liable to the data subject, and the data subject will be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it will be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

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

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

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

Clause 13

Supervision

(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination- including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter will be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authorities, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent suspensory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter will be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(g) 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.

(h) 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 will be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this will be the laws of Ireland.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses will be resolved by the courts of an EU Member State.

(b) The Parties agree that those will be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I TO THE STANDARD CONTRACTUAL CLAUSES

A. LIST OF PARTIES

Data exporter(s):

Name:	The entity identified as the “School” in the European DPA.
Address:	The address for the School associated with its Clever account, or otherwise specified in the European DPA.
Contact person’s name, position and contact details:	The contact details for the School associated with its Clever account, or otherwise specified in the European DPA.
Activities relevant to the data transferred under these Clauses:	Processing activities related to the Services.
Signature and date:	See execution block in the European DPA to which these Clauses are appended.
Role (controller/processor):	Controller

Data importer(s):

Name:	Clever Inc.
Address:	575 Market Street, Suite 1850, San Francisco, California 94105
Contact person’s name, position and contact details:	Legal Department legal@clever.com
Activities relevant to the data transferred under these Clauses:	Processing activities in performance of the Services as set out in the Agreement.
Signature and date:	See execution block in the European DPA to which these Clauses are appended.
Role (controller/processor):	Processor

В. DESCRIPTION OF TRANSFER

See Schedule 1 of the European DPA to which these Clauses are appended.

C. COMPETENT SUPERVISORY AUTHORITY

The data exporter’s competent supervisory authority will be determined in accordance with European Data Protection Laws.

ANNEX II TO THE STANDARD CONTRACTUAL CLAUSES

The technical and organisational measures implemented by the data importer are set out in Schedule 2 of the European DPA to which these Clauses are appended.

ANNEX III TO THE STANDARD CONTRACTUAL CLAUSES

To the extent that Clever is a recipient of School Personal Data protected by the Swiss DPA, the Clauses shall apply with the following modifications: (i) references to “Regulation (EU) 2016/679” will be interpreted as references to the Swiss DPA ; (ii) references to specific Articles of “Regulation (EU) 2016/679” will be replaced with the equivalent article or section of the Swiss DPA ; (iii) references to “EU”, “Union” and “Member State law” will be replaced with “Switzerland”; (iv) Clause 13(a) and Part C of Annex II will be deleted; (v) references to the “competent supervisory authority” and “competent courts” will be replaced with “the Swiss Federal Data Protection and Information Commissioner ” and “relevant courts in Switzerland”; (vi) Clause 17 will be replaced to state “The Clauses are governed by the laws of Switzerland”; and (vii) Clause 18 will be replaced to state “Any dispute arising from these Clauses will be resolved by the applicable courts of Switzerland. The Parties agree to submit themselves to the jurisdiction of such courts”.

Schedule 4: UK Addendum

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.

Part 1: Tables

Table 1: Parties

Start date	The date of execution of the European DPA by both parties.
The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties’ details	The entity identified as the “School” in the European DPA.	Clever, Inc. 575 Market Street, Suite 1850, San Francisco, California 94105
Key Contact	The contact details for the School associated with its Clever account, or otherwise specified in the European DPA.	Legal Department legal@clever.com
Signature (if required for the purposes of Section 2)	The parties agree that execution of the Agreement by both parties shall constitute execution of this Addendum.

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, including the Appendix Information.

Table 3: Appendix Information

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

Annex 1A: List of Parties:	The list of parties is set out in Annex 1 of the Approved EU SCCs.
Annex 1B: Description of Transfer:	The description of the transfer is set out in Schedule 1 of the European DPA.
Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data:	The technical and organizational measures are set out in Schedule 2 of the European DPA.

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19: Importer

Part 2: Mandatory Clauses

Entering into this Addendum

1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum	This GDPR Data Processing Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix Information	As set out in Table 3.
Appropriate Safeguards	The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved Addendum	The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.
Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO	The Information Commissioner.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR.
UK	The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	As defined in section 3 of the Data Protection Act 2018.

4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

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

7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.

10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

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

a. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
c. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

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

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

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

a. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
b. In Clause 2, delete the words:
“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;
c. Clause 6 (Description of the transfer(s)) is replaced with:
“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
d. Clause 8.7(i) of Module 1 is replaced with:
“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
e. Clause 8.8(i) of Modules 2 and 3 is replaced with:
“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
f. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
g. References to Regulation (EU) 2018/1725 are removed;
h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
j. Clause 13(a) and Part C of Annex I are not used;
k. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
l. In Clause 16(e), subsection (i) is replaced with:
“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;
m. Clause 17 is replaced with:
“These Clauses are governed by the laws of England and Wales.”;
n. Clause 18 is replaced with:
“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and
o. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

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

a. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
b. reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

a. its direct costs of performing its obligations under the Addendum; and/or
b. its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.