Data processing addendum

Data Processing Addendum


Overview

This Data Processing Addendum (“DPA”) applies to Event Organisers who are subject to the General Data Protection Regulation (“GDPR”) or equivalent legislation (“Data Protection Laws”). This DPA applies to the Processing of Personal Data by TryBooking on behalf of Event Organisers in order to provide Services as detailed in the Event Organiser Terms and Conditions. 
 
The terms of this DPA are hereby incorporated in the Event Organiser Terms and Conditions or any other applicable services agreement between the Event Organiser and TryBooking (“Agreement”).
 
In the event of any conflict inconsistency between the Agreement and this DPA, the provisions of the Agreement shall prevail. 
 
In the course of providing the Services to Event Organisers pursuant to the Agreement and the DPA, TryBooking may Process Personal Data on behalf of the Event Organiser and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.
 
In this DPA, references to “you” refers to the Event Organiser, and references to “we”, “us” and “our” refers to TryBooking.
 
 
1. Definitions
 
1.1 In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
 
  • 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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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
1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
 
1.3 The terms, “Event Organiser”, “User”, “Visitor” and “Subscriber” will have the same meaning as in the Principal Agreement, and their cognate terms shall be construed accordingly.
 
1.4 The word "include" shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
 
2. Scope of data processing activities and applicability of DPA
 
2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data as part of the use of TryBooking Services, the Event Organiser is the Controller, TryBooking is the Processor and that TryBooking (and TryBooking Company Group Members, if applicable) will engage Sub-processors pursuant to the requirements set forth in Section 4 “Sub-processors” below.
 
  • 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. Data Processing clauses
 
3.1 Where TryBooking Processes Personal Data on behalf of an Event Organiser, TryBooking shall: 
 
  • 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. 
 
3.2 The Event Organiser hereby consents to TryBooking's current sub-processors as listed on TryBooking’s website ("Current Sub-Processors") to Process Personal Data on its behalf. 
 
3.3 The Event Organiser hereby consents to TryBooking appointing additional and replacement sub-processors ("Replacement Sub-Processors") to Process Personal Data on its behalf. TryBooking shall: (i) give notice to Organiser of the identity of Replacement Sub-Processors via the TryBooking website (the Event Organiser is responsible for regularly checking and reviewing TryBooking's website and online list of sub-processors for any such changes and TryBooking’s website shall be the sole means of TryBooking communicating any such changes); and (ii) give the Event Organiser the opportunity to object to such changes that take place after the Effective Date of the Agreement, in accordance with the terms of Section 4.3.
 
 
4. Sub-processors
 
4.1 Appointment of Sub-processors. The Event Organiser acknowledges and agrees that (a) Trybooking’s Affiliates may be retained as Sub-processors; and (b) Trybooking and Trybooking’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. TryBooking will only seek to engage third-party sub-processors who have provided sufficient guarantees to implement appropriate technical and organizational measures in such a manner that processing will comply with the requirements of GDPR and relevant data protection laws, and ensure the rights of data subjects.
 
4.2 List of Current Sub-processors and Notification of New Sub-processors. On the TryBooking website, TryBooking shall make available to the Event Organiser a list of all current Sub-processors. In the event that TryBooking decides to use a new sub-processor, a notification will be made to Event Organisers in the form of a notice on the website.
 
4.3 Objection Right for New Sub-processors. Event Organisers may object to TryBooking’s use of a new Sub-processor by notifying TryBooking promptly in writing to privacy@trybooking.com within ten (10) business days of TryBooking posting the changes on its website.
  • 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.
     
5. Deletion or Return of Event Organiser’s Personal Data
 
Prior to the cessation of TryBooking’s Processing of Event Organiser’s Personal Data under the Agreement (the “Cessation Date”), the Event Organiser may request a copy of the Personal Data they have provided to TryBooking for processing under the Agreement, using an online tool on the TryBooking website. Event Organiser may also exercise their rights to request erasure of their data using an online tool on the TryBooking website, at which point, the data will be immediately pseudonymised on TryBooking’s systems. TryBooking shall then delete or obfuscate the Event Organiser’s Personal Data in possession of Subprocessors within 30 days. 
 
Within 365 days of the cessation of TryBooking’s Processing of Event Organiser’s Personal Data under the Agreement (the “Cessation Date”), TryBooking shall delete all pseudonymised copies of Event Organiser’s Personal Data processed under the Agreement.
 
TryBooking and Subprocessors may retain Event Organiser’s Personal Data to the extent (and only for the period) required by any applicable laws, provided that TryBooking continues to ensure the confidentiality of the Event Organiser’s Personal Data. 
 
6. Restricted Transfers
  • 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.
 
 
 
ANNEX A: STANDARD CONTRACTUAL CLAUSES
 
Standard Contractual Clauses (processors)
 
For Company Personal Data Processed by TryBooking on behalf of Event Organiser, the data processing obligations set out in this Addendum shall apply.
 
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 
 
 
Event Organiser
(the “data exporter”)
 
And
 
TryBooking Pty Ltd
 
 (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.
 
The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses. 
 
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 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.
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.
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.
 
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.
 
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.
 
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.  The data exporter agrees and warrants:
 
  • (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).
     
Clause 5. Obligations of the data importer.  The data importer agrees and warrants:
 
  • (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,

(ii) any accidental or unauthorized access, and
 
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized 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 or 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.
 
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.

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