CyberCX Data Transfers Addendum

1. Introduction

This Data Transfers Addendum is incorporated by reference into the data processing agreement between you and the CyberCX contracting party to that agreement (“CyberCX”), which governs CyberCX’s and its Affiliates’ Processing of Personal Data (“DPA”). You may be referred to as “you”, “Client”, “Customer” or “User” in your CyberCX services agreement (“Agreement”) or your DPA. Any capitalized terms not defined in this Data Transfers Addendum have the meanings given to them in your DPA or Agreement.

2. Order of Precedence

If, in connection with CyberCX providing the Services to you, more than one Data Transfer Mechanism could apply to a transfer of Personal Data, you and CyberCX agree that the transfer will be subject to one Data Transfer Mechanism only, according to the following order of precedence:

• the EU SCCs;
• the UK International Data Transfer Addendum; and
• any other data transfer mechanism available under Data Protection Law that is incorporated into your DPA.

3. The EU Standard Contract Clauses

Module 1 (Transfer: Controller to Controller) and Module 2 (Transfer: Controller to Processor) of the EEA SCCs, each as completed and supplemented as set out in this Data Transfers Addendum, apply to a transfer by you to CyberCX Pty Ltd, a company registered in Australia (“CyberCX AU”) of Personal Data that is subject to Data Protection Law in the EEA and Processed under your DPA.

3.1 Appendix to Module 1 (Transfer: Controller to Controller)

ANNEX

A. LIST OF PARTIES

Data exporter

Name	The party to the Agreement with CyberCX or its Affiliate (as applicable).
Registered office	The data exporter’s address as set out in the Agreement or notified to CyberCX.
Contact details	The name, position and contact details provided by the data exporter.
Activities relevant to the data transferred under these Clauses	Processing Personal Data in connection with the data exporter’s use of the Services under the Agreement.
Role	Controller
Signature and date	By signing the Agreement, the data importer will be deemed to have signed this Annex I.

Data importer

Name	CyberCX Pty Ltd
Registered office	Level 4, 330 Collins Street, Melbourne VICTORIA 3000 AUSTRALIA
Contact details	CyberCX Privacy Team, [email protected]
Activities relevant to the data transferred under these Clauses	Processing Personal Data in connection with the data exporter’s use of the Services under the Agreement.
Role	Controller
Signature and date	By signing the Agreement, the data importer will be deemed to have signed this Annex I.

B. VARIABLES

Docking	Clause 7 of the of the SCCs – Module 1 does not apply
Redress	No changes are made to Clause 11 of the of the SCCs – Module 1
Supervision	No changes are made to Clause 13(a) of the SCCs – Module 1

C. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred	The Personal Data transferred concern the following categories of Data Subjects: Users of the data importer’s tools and applications in relation to the provision of the Services. The data exporter’s employees, and Customers (and their employees and end users), representatives and any natural person who accesses, interacts with or uses the data exporter’s services.
Categories of personal data transferred*	The categories of Personal Data transferred are described in the DPA.
Sensitive data transferred (if applicable)	None
The frequency of the transfer (whether the data is transferred on a one-off or continuous basis)	The frequency of the transfer is a continuous basis for the duration of the Agreement until the Personal Data is deleted in accordance with the Agreement, including the DPA.
Nature of the processing	The nature of the processing is described in the DPA.
Purpose(s) of the data transfer and further processing	The purposes of the data transfer are described in the DPA.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period	The period for which the personal data will be retained is set out in the Agreement and the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing	The subject matter and nature of the processing are described in the Agreement and the DPA. Subject to the data retention and deletion provisions of the Agreement and the DPA, the duration of the processing is the duration of the Agreement.

C. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority:

• For the purposes of the EEA SCCs and in accordance with Clause 13 of the EEA SCCs is the Irish Data Protection Commission; or
• Where the UK International Data Transfer Addendum applies, the UK Information Commissioner’s Office (ICO).

ANNEX II

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The data importer will maintain and implement the technical and organizational measures set out in the CyberCX Data Security Exhibit of the Agreement or the DPA (as applicable).

Appendix to Module 2 (Transfer: Controller to Processor)

ANNEX I

A. LIST OF PARTIES

Data exporter

Name	The party to the Agreement with CyberCX or its Affiliate (as applicable).
Registered office	The data exporter’s address as set out in the Agreement or notified to CyberCX.
Contact details	The name, position and contact details provided by the data exporter.
Activities relevant to the data transferred under these Clauses	Processing Personal Data in connection with the data exporter’s use of the Services under the Agreement.
Role	Controller
Signature and date	By signing the Agreement, the data importer will be deemed to have signed this Annex I.

 

Data importer

Name	CyberCX Pty Ltd
Registered office	Level 4, 330 Collins Street, Melbourne VICTORIA 3000 AUSTRALIA
Contact details	CyberCX Privacy Team, [email protected]
Activities relevant to the data transferred under these Clauses	Processing Personal Data in connection with the data exporter’s use of the Services under the Agreement.
Role	Processor
Signature and date	By signing the Agreement, the data importer will be deemed to have signed this Annex I.

B. VARIABLES

Docking

Clause 7 of the of the SCCs – Module 2 does not apply

Categories of data subjects whose personal data is transferred	The Personal Data transferred concern the following categories of Data Subjects: The data exporter’s employees, and Customers (and their employees and end users), representatives and any natural person who accesses, interacts with or uses the data exporter’s services.
Categories of personal data transferred	The categories of Personal Data transferred are described in the DPA.
Sensitive data transferred (if applicable)	None
The frequency of the transfer (whether the data is transferred on a one-off or continuous basis)	The frequency of the transfer is a continuous basis for the duration of the Agreement until the Personal Data is deleted in accordance with the Agreement, including the DPA.
Nature of the processing	The nature of the processing is described in the Agreement and, where applicable, in the DPA.
Purpose(s) of the data transfer and further processing	The purposes of the data transfer are described in the Agreement and, where applicable, in the DPA.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period	The period for which the personal data will be retained is set out in the Agreement and the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing	The subject matter and nature of the processing are described in the Agreement and the DPA. Subject to the data retention and deletion provisions of the Agreement and the DPA, the duration of the processing is the duration of the Agreement.

C. DESCRIPTION OF TRANSFER

C. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority:

(a) For the purposes of the EEA SCCs and in accordance with Clause 13 of the EEA SCCs is the Irish Data Protection Commission; or
(b) Where the UK International Data Transfer Addendum applies, the UK Information Commissioner’s Office (ICO).

ANNEX II

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The data importer will maintain and implement the technical and organizational measures set out in the CyberCX Data Security Exhibit of the Agreement or the DPA (as applicable).

ANNEX III

LIST OF SUB-PROCESSORS

The controller has generally authorized the engagement of the Sub-processors at https://cybercx.com.au/sub-processors/

4. UK International Data Transfer Addendum

The UK International Data Transfer Addendum, completed and supplemented according to this Data Transfers Addendum, applies to a transfer by you to CyberCX AU of Personal Data that is subject to Data Protection Law in the United Kingdom and Processed under your DPA.

Part 1: The Parties

PART 1: THE TABLES

TABLE 1: THE PARTIES

Exporter (who sends the Restricted Transfer)

Name	The party to the Agreement with CyberCX or its Affiliate (as applicable).
Registered office	The data exporter’s address as set out in the Agreement or notified to CyberCX.
Contact details	The name, position and contact details provided by the data exporter.
Activities relevant to the data transferred under these Clauses	Processing Personal Data in connection with the data exporter’s use of the Services under the Agreement.
Role	Controller
Signature and date	By using the Services to transfer Personal Data to the importer, the exporter will be deemed to have signed this UK International Data Transfer Addendum.

Importer (who receives the Restricted Transfer)

Name	CyberCX Pty Ltd
Registered office	Level 4, 330 Collins Street, Melbourne VICTORIA 3000 AUSTRALIA
Contact details	CyberCX Privacy Team, [email protected]
Activities relevant to the data transferred under these Clauses	Processing Personal Data in connection with the data exporter’s use of the Services under the Agreement.
Role	Processor
Signature and date	The importer will be deemed to have signed this UK International Data Transfer Addendum on the transfer of Personal Data by the exporter in connection with the Services.

TABLE 2: SELECTED SCCs, MODULES AND SELECTED CLAUSES

The version of the “Approved EU SCCs” (including the appendix information, modules and selected clauses) appended to this UK International Data Transfer Addendum is the EEA SCCs Module 1 (Controller to Controller) and Module 2 (Controller to Processor), in each case as included and supplemented in this Data Transfers Addendum.

TABLE 3: APPENDIX INFORMATION

This Table 3 (Appendix Information) is deemed to be populated with the information included Appendix to EEA SCCs (Module 1) and Appendix to EEA SCCs (Module 2) in this Data Transfers Addendum.

TABLE 4: ENDING THIS ADDENDUM WHEN THE APPROVED ADDENDUM CHANGES

The importer and the exporter may end this UK International Data Transfer Addendum as set out in Section 19 of this UK International Data Transfer Addendum.

Part 2: Mandatory Clauses

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 UK International Data Transfer 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:

(a) “Addendum” means this International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
(b) “Addendum EU SCCs” means the version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
(c) “Appendix Information” means the information set out in Table 3.
(d) “Appropriate Safeguards” means 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.
(e) “Approved Addendum” means 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.
(f) “Approved EU SCCs” means the Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
(g) “ICO” means the Information Commissioner.
(h) “Restricted Transfer” means a transfer which is covered by Chapter V of the UK GDPR.
(i) “UK” means the United Kingdom of Great Britain and Northern Ireland.
(j) “UK Data Protection Laws” means 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.
(k) “UK GDPR” has the meaning given to it 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

13. 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.
14. 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.
15. 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.

16. 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.

17. 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.

5. Personal Data transfers from Switzerland

The EEA SCCs, supplemented by this Data Transfers Addendum and adapted as follows, applies to a transfer by you to CyberCX AU of Personal Data that is subject to Data Protection Law in Switzerland and Processed under your DPA:

5.1 A reference to “Member State” will not be interpreted to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland).

5.2 To the extent the transfer of personal data is governed by the Swiss Federal Act on Data Protection, the Swiss Federal Data Protection and Information Commissioner will act as the competent supervisory authority; to the extent the transfer of personal data is governed by the GDPR, the supervisory authority determined in Annex IC of the EEA SCCs will act as the competent supervisory authority; any references to the “competent supervisory authority” will be interpreted accordingly.

6. Operation of the EEA SCCs

You and CyberCX agree that the application of the EEA SCCs to each transfer made under this Data Transfers Addendum will be interpreted as follows:

6.1 Clause 8.1(a) of the EEA SCCs, Module 2 (Transfer: Controller to Processor): Instructions. The DPA and the Agreement are your complete and final instructions at the time of execution of the DPA for the Processing of Personal Data. Any additional or alternate instructions must be agreed separately in writing by you and CyberCX. For the purposes of Clause 8.1(a) of Module 2 (Transfer: Controller to Processor) of the EEA SCCs, the Processing described in the DPA is deemed an instruction by you to Process Personal Data.

6.2 Clause 8.9 of the EEA SCCs, Module 2 (Transfer: Controller to Processor): Audit. You acknowledge and agree that you exercise your audit right under Clause 8.9 of Module 2 (Transfer: Controller to Processor) of the EEA SCCs by instructing CyberCX AU to comply with the audit measures described in the DPA.

6.3 Clause 9(c) of the EEA SCCs, Module 2 (Transfer: Controller to Processor): Copies of Sub-processor Agreements. You and CyberCX agree that, following your request, CyberCX AU will provide copies of the Sub-processor agreements that must be provided to you under Clause 9(c) of Module 2 (Transfer: Controller to Processor) of the EEA SCCs, provided that CyberCX AU may (i) redact or remove all commercial information or clauses unrelated to the EEA SCCs or their equivalent and (ii) determine the manner in which to provide the copy agreements to you.

6.4 Application of the Agreement. The EEA SCCs are incorporated into the Agreement. As between you, and CyberCX AU and its Affiliates, to the greatest extent permitted by Law, the limitations and exclusions of liability set out in the Agreement apply to the EEA SCCs.