Data Processing Addendum

Overview

• 1.1.1 "Applicable Laws" means (a) European Union or Member State laws with respect to any Personal Data in respect of which any Company Group Member is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Personal Data in respect of which any Company Group Member is subject to any other Data Protection Laws;
   
• 1.1.2 "Company Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Company, 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;
   
• 1.1.3 "Company Group Member" means Company or any Company Affiliate;
   
• 1.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
   
• 1.1.5 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
   
• 1.1.6 "GDPR" means EU General Data Protection Regulation 2016/679;
   
• 1.1.7 "Services" means the services and other activities to be supplied to or carried out by or on behalf of Trybooking or Company Group Members as detailed in the Event Organiser Terms and Conditions;
   
• 1.1.8 "Sub-processor" means any natural or legal person (but excluding an employee of TryBooking or any of its sub-contractors) appointed by or on behalf of TryBooking or any TryBooking Affiliate to Process Personal Data on behalf of any Company Group Member in connection with the Principal Agreement; and

• 2.1.1 In providing ticketing and registration services to Event Organisers, TryBooking acts as a processor for Personal Data. This may include facilitating emails to the Customer on behalf of the Event Organiser, processing payments or providing event reports and tools to Event Organisers to monitor their sales. In the event that the Event Organiser exports the Customer’s Personal Data, Event Organizer agrees to Process such Personal Data in accordance with the Processor obligations under Applicable Data Protection Laws. 
   
• 2.1.2 In respect of some Processing of Personal Data, TryBooking may act as a Data Controller, if, for example, Customers have engaged with aspects of TryBooking's Services beyond those relating to the Event Organiser's event. If TryBooking is acting as a Data Controller of Event Organiser’s Personal Data, TryBooking's Processing shall not be subject to this DPA.

2.2 Event Organiser’s Processing of Personal Data. The Event Organiser shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, the Event Organiser’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. 

2.3 TryBooking’s Processing of Personal Data. TryBooking shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with the Event Organiser’s documented instructions for the following purposes: (i) Processing in accordance with the Principal Agreement; (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement. 

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by TryBooking is the performance of the Services pursuant to TryBooking’s Privacy Policy. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in TryBooking’s Privacy Policy.

• 3.1.1 Process the personal data only on documented instructions from the Event Organiser, unless otherwise required by applicable data protection laws. The Event Organiser hereby instructs TryBooking, and TryBooking hereby agrees, to Process Personal Data as necessary to perform TryBooking's obligations under the Agreement; 
   
• 3.1.2 Ensure appropriate technical and organisational measures are in place to protect Personal Data;
   
• 3.1.3 Notify the Event Organiser where required in the case of a serious Data Security Breach without undue delay and provide co-operation and assistance to the Event Organiser to enable the Event Organiser to comply with its obligations as a Data Controller in relation to data breach notification requirements; 
   
• 3.1.4 Impose obligations on sub-processors that have access to Personal Data pursuant to Section 4.1, by way of written contract and remain fully liable to the Event Organiser for any failure by a sub-processor to fulfil its obligations in relation to the Personal Data; 
   
• 3.1.5 Provide reasonable assistance to Event Organiser in the event of rights requests, complaints, or other communications received from any supervisory authority or individual who is the subject of any Personal Data processed by TryBooking under Applicable Data Protection Laws. In the event that a Customer submits a Personal Data deletion request to TryBooking, the Event Organiser hereby instructs and authorises TryBooking to delete or obfuscate the Customer’s Personal Data on behalf of the Event Organiser;
   
• 3.1.6 Upon written request, make available to the Event Organiser information necessary to demonstrate compliance with its obligations and allow and cooperate fully with audits, including inspections, conducted by the Event Organiser or another person authorised to this end by the Event Organiser. Any on-site audits shall be conducted in accordance with TryBooking’s audit policy and: (i) permitted only on reasonable advance notice to TryBooking; (ii) subject to appropriate confidentiality undertakings; and (iii) limited to once every three (3) years and only in order to evaluate a specific suspected deficiency after exhausting all other reasonable means as determined by TryBooking. 

• 4.3.1 Provided that the Event Organiser's objection: (i) concerns the new Sub-Processor's ability to allow TryBooking to materially comply with its data protection obligations under this DPA; and (ii) includes sufficient detail to support its objection and provide specific examples, TryBooking will then use commercially reasonable efforts to review and respond to the Event Organiser's objection within thirty (30) days of receipt of the Event Organiser's objection. If TryBooking does not view the objection as providing sufficient supporting detail, the objection shall be deemed invalid and TryBooking has no further obligations. 
   
• 4.3.2 If TryBooking determines, in its sole discretion, that it cannot reasonably accommodate the Event Organiser's objection to new sub-processors, upon notice from TryBooking, the Event Organiser may choose to terminate the Agreement by providing written notice to TryBooking, and complying with the terms contained in the Principal Agreement, which shall be Organiser's sole and exclusive remedy.
   

• 6.1 Event Organiser (as “data exporter”) and TryBooking (as “data importer”) hereby enter into and incorporate the Standard Contractual Clauses as to any Restricted Transfer (as defined in the GDPR), which are attached as Annex A to this Addendum.
   
• 6.2 The Standard Contractual Clauses shall come into effect under the circumstances of: (a) the data exporter becoming a party to them; (b) the data importer becoming a party to them; and (c) commencement of the relevant Restricted Transfer.
   
• 6.3 Section 6.2 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant restricted Transfer to take place without breach of applicable Data Protection Laws.

• (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 its 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 organizational security measures” means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing;
   
• (g) “personal data breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed.

• (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 organizational 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, unauthorized 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 forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
   
• (h) 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;
   
• (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).
   

• (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 organizational 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,

• (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.

• (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.