Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Rivery terms of use, or other agreement governing the use of Rivery’s services (“Agreement” and “Services”, respectively) entered by and between you “Client” or “Controller”), and the applicable Rivery entity that executed the Agreement with you, (the applicable entity, “Rivery”). 

This DPA sets out the terms that apply to the Processing of Personal Data (as defined below) by Rivery, on behalf of Client, in the course of providing the Rivery Services to Client under the Agreement. Rivery and Client are, collectively referred to as the “Parties”, each the “Party”.

WHEREAS:

(A).    This DPA sets out data protection, security and confidentiality requirements with regard to the Processing of Personal Data of the Client by Rivery in performance of the Agreement; 

(B).    The Client is the Controller and Rivery is the Processor or Sub-Processor as regards the Personal Data processed pursuant to the Services; except for the processing of Personal Data of the other Party’s personnel responsible for the management of the Agreement, in respect of which each Party is an independent Controller; 

NOW, THEREFORE, the Parties agree as follows: 

1.      Definitions. When used in this DPA, the following terms have the following meanings:

1.1.    “Applicable Laws” means all laws, statutes, regulations, and binding obligations applicable to the Processing of Personal Data under the Agreement, including, where applicable, the General Data Protection Regulation 2016/679 (“GDPR”) applicable EU Member State laws implementing or supplementing the GDPR, California Consumer Privacy Act of 2018 (the “CCPA”) and implementing regulations, as well as California Privacy Rights Act (“CPRA”) of 2020 (as such amends the CCPA) and the Israeli Privacy Protection Law, 1981; each as amended or replaced from time to time, and to the extent applicable.

 

1.2.    “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing” (and “Process”), “Processor”, “Service Provider” and “Supervisory Authority” shall all have the meanings given to them in the Data Protection Laws.

 

1.3.    “Client Data Subjects” means Data Subjects whose Personal Data is included in the materials provided to Rivery by the Client for translation or other Processing, pursuant to the Services.

 

1.4.    “Client Personal Data” means any Personal Data included in the Services or any other materials provided to Processor by the Client pursuant to the Services.

 

1.5.    “Rivery Sub-processor” means any person or entity appointed by or on behalf of Rivery to Process Personal Data in connection with the Agreement, excluding any employee of Rivery or its Affiliates. The list of Rivery’s Subprocessors is available in Annex III of the Standard Contractual Clauses.

 

1.6.    “Standard Contractual Clauses” means EU Commission Standard Contractual Clauses (in the relevant module) for the transfer of Personal Data to third countries, adopted by the European Commission via its implementing decision of 4 June 2021, including any amended, extended, re-enacted or consolidated version in force from time to time. Module 2 (Controller to Processor) attached as Annex ‎3 is the relevant Module here and will apply to the transfers carried out in virtue of this DPA.

Capitalized terms not otherwise defined herein or in the Applicable Laws shall have the meaning given to them in the Agreement, to the extent given.

2.      Client’s Representations and Obligations

Client hereby represents that: 

 

2.1.    The Client Personal Data provided to the Processor pursuant to an Agreement for performance of the Services, was obtained and is provided to Processor lawfully, in accordance with all requirements of Applicable Laws and that there is a documented legal basis for the Processing of Client Personal Data by Client and by Processor, respectively. For avoidance of doubt, Client is responsible to ensure the lawfulness of the provision of the Client Personal Data to Processor; regardless of if Client obtained the Client Personal Data as Controller, Processor or Sub-processor of the Client Personal Data.

 

2.2.    All required notices and consents, to the extent required under Applicable Law, were provided or obtained, as the case may be, from the Client Data Subjects prior to provision of the Client Personal Data to Processor.

 

2.3.    Its Instructions (as defined below) to the Processor with respect to the Processing shall be lawful and compliant with Applicable Laws.

3.      Processing of Client Personal Data

3.1.    This DPA applies when Personal Data is Processed by Rivery as part of Rivery’s provision of the Services, as further specified in the Agreement. In this context:

 

• 3.1.1. to the extent that the GDPR or UK GDPR applies to Rivery’s Processing of Personal Data on behalf of Client under the Agreement, Rivery is the Processor to Client, who can act either as the controller or processor of Personal Data, as those or analogous terms are defined under Applicable Laws; and
• 3.1.2. to the extent that the CPRA applies to Rivery’s Processing of Personal Data on behalf of Client under the Agreement, (a) Client is the “Business” and Rivery is the “Service Provider” as those terms are defined under the CPRA; (b) Rivery will Process Personal Data solely on behalf of Client and for the specific business purposes set forth in the Agreement; and (c) Rivery will not retain, use, disclose, or otherwise Process such Personal Data for any purpose other than for the specific purpose of performing the Service as specified in the Agreement.

 

3.2.    The Processor shall Process Client Personal Data on Client’s behalf and according to the Client’s written instructions as specified in the Agreement and this DPA (the “Instructions”), for the sole purpose of provision of its Services, or as required under Applicable Laws. If Processor is aware that Clients’ Instructions are prohibited by Applicable Laws, Processor shall inform Client accordingly.

 

3.3.    The Agreement and this DPA shall consist the entirety of the Client’s written Instructions in relation to the Processing with which the Processor is required to comply.

 

3.4.    The Processor may Process non Personal Data derived from the Personal Data provided by the Client, for an unlimited period of time for the purpose of improving the Processor’s services, measures and information systems, according to the terms set forth in the Agreement.

 

3.5.    Client sets forth the details of the Processing of Client Personal Data, as required by Article 28(3) of the GDPR in Annex 2 (Details of Processing of Client Personal Data), attached hereto.

 

3.6.    Where Rivery receives a Government Authority Request concerning Client Personal Data, Rivery shall, to the fullest extent permitted by law notify Client and reasonably assist Client, at Client’s expense.

4.      Processor Personnel

4.1.    “Personnel” shall mean any employees, agents or freelance consultants employed by Rivery or any person appointed by Rivery which may have access to the Client Personal Data.

 

4.2.    The Processor shall ensure that access to the Client Personal Data by Processor’s Personnel is limited on a need to know and/or access basis, and that all Processor Personnel receiving such access to and/or Processing the client Personal Data, are subject to written confidentiality undertakings or statutory obligations of confidentiality.

5.      Security 

5.1.    The Processor shall implement and maintain appropriate technical and organizational measures to ensure a level of security of the Client Personal Data appropriate to the risk, taking into account the nature, scope and context of the Processing and the costs of implementation. The information security measures currently implemented by Processor are listed in Annex 2 to this DPA, as may be updated by Rivery from time to time, provided the level of security is not materially degraded.

 

5.2.    Client shall inform the Processor if the materials provided to the Processor contain Sensitive Personal Data or if Client has specific security requirements in connection with certain materials and the Parties shall separately agree on the specific security measures to be implemented.

6.      Personal Data Breach 

6.1.    Processor shall promptly and without undue delay notify Client by written notice upon Processor becoming aware of a Personal Data Breach relating to Client Personal Data. Notification to the Client of a Personal Data Breach shall not constitute admitting to any fault or liability with respect to the Personal Data Breach. Any notification to Data Subjects, if required, will be the responsibility of the Client.

 

6.2.    In such event, Processor shall reasonably assist the Client with providing available information relating to the Personal Data Breach, provided such information is in the Processor’s possession.

 

6.3.    The Client shall not issue any public statement on the Personal Data Breach without the approval of Processor, unless required by Applicable Laws.

 

6.4.    If the investigation of the Personal Data Breach raises any security issues to be remediated by Processor, Processor shall implement reasonable industry standard measures for such remediation at Processor’s sole discretion. If the Client wishes Processor to implement any particular measures in connection with the remediation of the Personal Data Breach, those shall be at the Client’s expense.

7.      Data Subject Rights, Data Protection Impact Assessment and Prior Consultation

7.1.    At Client’s request, the Processor shall provide commercially reasonable assistance to Client to comply with (i) any of Client’s obligations concerning Client Data Subject’s requests to exercise Data Subject rights and (ii) with any data protection impact assessments or prior consultations with Supervisory Authorities or other competent data privacy authorities, related to the Processing activities conducted by the Processor.

 

7.2.    Notwithstanding the foregoing, if Processor foresees that such assistance is out of the ordinary course of business or requires resources, the assistance will be at Client’s expense.

8.      Sub-Processing 

8.1.     Rivery represents that with respect to each existing Sub-processor engaged by Rivery, Rivery has reasonably confirmed such Sub-processor’s compliance with the requirements Applicable Laws and has concluded an agreement no less onerous than this DPA.

 

8.2.    Rivery shall notify Client of its intention to engage any new Sub-processor. Client may reasonably object to Rivery’s use of a new Sub-processor by notifying Rivery promptly in writing within thirty (30) days after receipt of Rivery’s notice and such written objection shall include the reasons for objecting to Rivery’s use of such new Sub-processor. Failure to object to such new Sub-processor in writing within fourteen (14) business days following Rivery’s notice shall be deemed as acceptance of the new Sub-Processor. If Client objects to the engagement of the Sub-processor, the Parties shall consult in good faith to find a solution. If a solution cannot be found within fourteen (14) days from the notification to Client, Client shall be entitled to terminate the Agreement, without any liability on behalf of Rivery.

 

8.3.    Rivery shall remain fully liable to Client for the performance of any Sub-processors in relation to the processing of Client Personal Data. The list of Sub-processors and their locations and processing activities shall be detailed in Annex I to this DPA.

9.       International Data Transfers 

9.1.     The Processor’s processing of Client Personal Data as permitted under the Agreement and this DPA may include transfers of Client Personal Data (including in connection with the provision of Services) outside the EEA, provided that such transfers are in accordance with and subject to Applicable Laws.

 

9.2.     In particular, where the Processor transfers Client Personal Data to a third country or an International Organization outside the EEA, such transfer shall be according to one of the following:

 

• 9.2.1. to a country considered by the European Commission as providing an adequate level of protection of Personal Data;
• 9.2.2. subject to model contractual clauses adopted by an official decision of the European Commission; 
• 9.2.3. subject to binding corporate rules in accordance with Article 47 of the GDPR;
• 9.2.4. subject to any other safeguards as applicable, mentioned in the relevant Articles of the GDPR.

10.     Retention, Deletion or Return of Client Personal Data

10.1.     The Processor may retain Client Personal Data as permitted under applicable laws. At Client’s written request and to the extent commercially reasonable, Processor shall promptly delete, return, or destroy all copies of any Client Personal Data Processor may have,, provided they are not required to perform the Services, and unless required to keep them under applicable law. For the avoidance of doubt, Processor does not and shall not otherwise store Client Personal Data.

 

10.2.    To the extent deletion of the Client Personal Data requires disproportionate effort, Rivery shall make best efforts to segregate and secure the non-active Client Personal Data, such that it cannot be processed; and ensure that it may be accessed only by the minimum necessary number of authorized personnel solely if required for internal administrative purposes such as data management, compliance and data security.

11.     Inspection and Audit Rights

11.1.     Subject to the conditions of Section ‎9.3, the Processor shall, upon at least 30 days prior written notice and advance coordination, reasonably cooperate with audits or inspections (the “Audit”) conducted by the Client or any independent third party appointed by the Client which is not a competitor of the Processor (the Client or its appointee shall be referred to as the “Auditor”) related to the Processing performed by the Processor, in order to verify the Processor’s compliance with this DPA. Audits will not be conducted more than once annually except in the event of a Personal Data Breach.

 

11.2.    The Processor shall make commercially reasonable efforts to provide to the Auditor materials and information requested by the Auditor which are necessary for the purposes of the Audit and which are available to the Processor.

 

11.3.    The Processor’s cooperation with any such Audit shall be subject to the following conditions: (i) the Auditor shall sign, prior to the Audit, a  confidentiality undertaking covering all information which the Auditor and/or its personnel may have access to in performance of the Audit; (ii) the Audit shall be conducted at Processor’s normal working hours; (iii) the Auditor’s personnel shall abide by the security policies and procedures of Processor and conduct the Audit at a minimal disturbance to the Processor’s operations and business; (iv) the Audit shall be conducted solely on the premises and systems under the direct control of the Processor upon which Client’s Personal Data is stored shall be entitled to take any reasonable precautions at its sole discretion to prevent disclosure of other clients’ Personal Data and confidential or proprietary information.

12.     Additional California Law Provisions

12.1.     All capitalized terms used in this Section 12, but not otherwise defined under this Addendum, shall have the meaning ascribed to such terms in the CCPA.

 

12.2.    The terms of this Section 12 supplement the other terms set forth in this DPA and are not intended to replace such other terms.

 

12.3.    Rivery acknowledges and confirms that it does not receive any Personal Data from Controller as consideration for any services or other items provided to Controller. Except as expressly set forth in the Agreement, Rivery shall not have, derive or exercise any rights or benefits regarding data provided by Client and Rivery shall not “sell” or “share” any Client Personal Data. Rivery shall not retain, use or disclose any Client Personal Data except as necessary for the specific purpose of performing the services for Client pursuant to the Agreement.

13.    Information Processed as Independent Controllers

13.1.    Each Party shall Process the contact details of the other Party’s employees tasked with the administration of the Agreement as an independent Controller. With respect to such Personal Data, each Party shall be responsible to fulfill all of its obligations under the Applicable Laws and shall cooperate with the other party as reasonably necessary to assist with the fulfillment of the other Party’s obligations under the Applicable Laws.

14.    LIMITATION OF LIABILITY

14.1.     Each Party’s and all of its affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the ‘limitation of liability’ related sections of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its affiliates under the Agreement and all DPAs together.

 

14.2.    For the avoidance of doubt, Rivery’s and its affiliates’ total liability for all claims from the Client and all of its affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement and, in particular, shall not be understood to apply individually and severally to Client and/or to any affiliate that is a contractual party to any such DPA.

15.    General Terms

15.1. Interpretation. The Preamble and Annexes to this DPA form an integral part thereof. The Section headings are intended for convenience of reference only, are not part of this DPA and shall not be used in its interpretation.

 

15.2. Amendments to this DPA. Amendments to this DPA shall only be valid if agreed upon in writing by both Parties.

 

15.3. Termination. This DPA shall terminate automatically upon the termination of the Agreement, provided however, that Processor’s obligations under this DPA will apply for as long as Processor processes Client Personal Data.

 

15.4. Order of Precedence. Except if specifically amended with reference to this Agreement (in which case such amendment shall prevail), with regards to the subject matter of this DPA, in case of a conflict between this DPA and any other agreements made between the Parties including the Agreement, this DPA shall prevail.

 

15.5. Severance. If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Annex 1 to the DPA

List of Rivery Authorized Sub Processors

Core Infrastructure Data Subprocessors

These Data Sub Processors apply to all customers who utilize the Rivery platform and are agnostic of product utilization.

Pipeline Data Subprocessors

These Data Subprocessors apply to customers who use specific product functionality within the Rivery platform which is supported by a non-core infrastructure Data Subprocessor, including specific destination partners.

Service Specific Data Subprocessors

These service specific Subprocessors may be utilized to manage our business.

Annex 2 to the DPA

Details of Processing of Client Personal

This Annex 2 includes certain details of the Processing of Client Personal Data as required by Article 28(3) of the GDPR.

1.     Subject matter and duration of the Processing of Client Personal Data:

 

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

 

2.     The nature and purpose of the Processing of Client Personal Data:

 

Rivery Processes Personal Data for one or more of the purposes detailed below.

 

In addition, Rivery will not make any use of Client’s identifiable Personal Data unless there is a legal basis for such use. The legal basis which Rivery may be able to Process such information is as follows:

 

• Client’s consent to Rivery’s Processing of Client’s Personal Data for one or more of the purposes listed below;
• Processing the Personal Data required in order to take actions based on Client’s request;
• Processing the Personal Data is necessary in order to fulfill a legal obligation that applies to Rivery;
• Processing the Personal Data is required fulfilling legitimate interests of Rivery or a third party.

 

It is hereby clarified that the legal basis detailed above is the legal basis for actions to Process Personal Data, carried out by Rivery as in accordance with EU General Data Protection Regulation. It is hereby clarified that if the Processing of Client’s Personal Data is subject to other legal systems, then the legal basis for processing such data may differ according to those laws.

 

3.     The types of Client Personal Data to be Processed are as follows:

 

The Personal Data relating to Client Data Subjects is provided by the Client and may include: As uploaded to the Service by Client.

 

3.     The categories of Data Subjects to whom the Client Personal Data relates to are as follows: 

 

Client may submit Personal Data to the Services, the extent of which is determined and controlled by Client in its sole discretion, and which may include the following categories of Data Subjects:

 

• Employees
• As uploaded to the Service by Client

Annex 3 to the DPA

Information Security Measures

Rivery commits to implementing the following security measures solely with respect to its premises and systems under its direct possession and control.

Description of the technical and organizational measures implemented by Rivery (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Client shall inform the Processor if the materials provided to the Processor contain Sensitive Personal Data or if Client has specific security requirements in connection with certain materials and the Parties shall separately agree on the specific security measures to be implemented, at Client’s expense.   

Organizational Measures

Rivery had established a set of organizational measures that follow leading practices and ensure our security posture is maintained with rigid controls and processes such as:

• SOC2 Certification: To ensure the level of security posture and culture are maintained, Rivery undergoes an independent SOC 2 (Type 2) review and certification every year. We share the resulting audit report with our customers (under NDA) to demonstrate that our security program is managed robustly and intelligently across all areas of our business.
• Organizational Structure: security issues are paramount to our business and are supervised by our dedicated CISO. Security issues are reported directly to the company’s management which includes the o-founder and chief architect as well as the company’s co-founder and CTO. Rivery has founded a dedicated committee to discuss infosec and risk issues on a quarterly basses which included all relevant stakeholders. Our security Response team (“SRT”), as defined in our Incident response policy, is comprised of different members of operations including Rivery’s CEO, CTO, Chief architect and CISO. 

Information Security Policies: Rivery maintains a comprehensive and clear acceptable use policy, which is communicated to all employees and contractors. The policies outline the acceptable use of all equipment, information, electronic mail, computing devices and network resources. We ensure that its employees understand and comply with information security policies to minimize the risk of virus attacks, legal issues and compromised systems or services. All Rivery’s security policies are maintained and annually reviewed as part of the SOC certification. Examples include: 

• An organizational information security policy 

• Clear desk & screen policy 

• Security Architecture policy

• Risk assessment policy

• Security Incident response policy 

• Security and privacy awareness training policy

• Risk Assessment Framework – The process of Risks Assessment is a critical component of Rivery’s internal control system. The purpose of Rivery’s Risk Assessment process is to identify, assess and manage risks that affect the organization’s ability to achieve its objectives. As part of the Risk Assessment process, a specific procedure is be taken with regard to identifying, assessing and minimizing security and privacy risks of projects, systems or policies that involve the collection, use or disclosure of personal data (“Data Protection Impact Assessments”). Ongoing monitoring and risks assessment procedures are built into the normal recurring activities and include regular management and supervisory activities. The Information Security Risk Assessment (ISRA) is performed in conjunction with the ongoing risk assessment activities that are part of business processes. The ISRA is also performed on an ‘as needed’ basis, such as when there is a change to the nature of threats or the business environment that may affect the risk profile of the organization (e.g., new data types, regulations, identified threats).
• Incident Response – The company has developed a Security Incident Response Policy in order to respond to security incidents and personal data breaches in accordance with applicable laws and regulations. Whenever a security incident of a physical or electronic nature is suspected or confirmed, all parties covered by this policy are follow appropriate procedures detailed in this policy. Appropriate compliance and legal personnel are informed of personal data breaches to assist in the response to, and communication of, security incidents internally and externally. If any security incident also involves a personal data breach, then the company will also follow the steps which are applicable for such breach.
• Information Lifecycle – Personal information that is collected is consistent with Rivery’s objectives related to privacy. Customers sign on contracts that address how their personal information will be handled. Rivery collects and maintains accurate, up-to-date, complete, and relevant personal information. Access to personal information in databases is restricted to authorized Rivery personnel including help desk personnel. In addition, Rivery retains personal information consistent with their privacy objectives. Rivery securely disposes of personal information consistent with their privacy objectives.
• Confidentiality Procedures – Rivery has implemented security measures to ensure the confidentiality of its customers’ sensitive personal information (SPI). The security measures aim to prevent unauthorized access, disclosure, alteration, or destruction of sensitive personal information. Customer data has a single classification according to Rivery’s information security policy. The company obtains commitments from vendors and other third parties that may have access to personal information processed by the systems. Third-party infrastructure providers sign confidentiality agreements with Rivery to maintain system confidentiality, which conforms to Rivery’s confidentiality policy. Furthermore, the company encrypts employees’ laptops to support customers’ confidentiality.
• Awareness & Training – The protection of sensitive data and maintenance of a high level of security awareness demands regular training of all employees to review handling procedures for sensitive information and hold periodic security awareness. Security and Privacy awareness training is performed on an annual basis. Company employees are required to sign on the training protocol as part of their onboarding process. Management reviews and updates the Security and Privacy Awareness Training protocol annually, or when relevant, to include newly developed security standards, and distribute them to all employees and contracts as applicable.

Technical Measures 

Our security program features a rigorous set of controls. We design our networks and access control policies very carefully, following the principle of least privilege within our system. Our data pipeline is designed to ensure that data is always encrypted, whether at rest or in motion. We rely on a combination KMS and HSM backed customer master keys to protect data transiting through our system. We also leverage log-based monitoring and anomaly detection in our cloud hosted environment to enable our team to respond to threats in real time. To reduce the risk of accidental exposure, we have implemented security protocols to ensure that pipeline data never remains after arrival at the destination, and it is deleted after a maximum time of 48 hours.

Additional measures deployed in order to provide capabilities around prevention, detection and response, include but not limited to include:

• Web Application Firewall – Deployed and protecting sensitive domains.
• Network Segregation is used to isolate critical and sensitive systems into network segments separate from those with less sensitive systems. The Virtual Private Cloud is designed to be logically separated from other cloud customers and to prevent data within the cloud being intercepted.
• All servers are protected by restricted AWS Security Groups allowing only the minimal required communications to and between the servers. The configuration of AWS Security Groups is restricted to authorized personnel.
• Intrusion Prevention – Monitoring tools are implemented to detect unusual or unauthorized activities and conditions at ingress and egress points. These tools monitor server and network usage, port scanning activities, application usage and unauthorized intrusion attempts.
• Denial of Service (DOS) Protection – AWS security monitoring tools help identify several types of denial of service (DoS) attacks, including distributed, flooding, and software/logic attacks. When DoS attacks are identified, the AWS incident response is initiated. In addition to the DoS prevention tools, redundant telecommunication providers at each region as well as additional capacity protect against the possibility of DoS attacks. An Incident notification in case of DoS attack is being sent to designated group.
• Network Segregation between Office and Production Networks – there is a complete separation between the Rivery Corporate network and the Production network. Access to the production environment is granted to authorize personnel only, and traffic between the networks is sent over an encrypted tunnel.
• Data Encryption – all traffic between the customer’s client and the Rivery platform is encrypted through TLS with only the most secure algorithms enabled. Encryption between Rivery customers and the Application as well as between Rivery sites is enabled using an authenticated TLS tunnel. we deploy industry-leading encryption algorithms to secure customer data.  All data is encrypted with advanced encryption standard (AES) with a 256-bits block size – the same level of data security required by the Sarbanes-Oxley Act, the Gramm-Leach-Bliley Act and the Health Insurance Portability and Accountability Act (HIPAA).
• Identity and Access Management (IAM) – IAM web service is used to control users access privileges and to interact with AWS resources.
• Access to the production environment is restricted to authorized personnel based on job function and least privilege.
• Strong Password Policies – Rivery’s strong password policy requirements govern the creation, protection, and frequency of password changes. These requirements follow industry best practices and serve as a baseline or minimum recommended password requirement. Passwords are transmitted via a secured TLS connection. Additional measures include account lockout policies and anti-bot mechanisms to protect against dictionary-based, brute-force attacks.
• Privacy by Design – To help ensure the delivery of highly secure services to customers, security and privacy by design are an inherent part of Rivery’s Secure Software Development Life Cycle. For applications to be designed and implemented with proper security requirements, secure coding practices that focus on privacy and security risks are integrated into day-to-day operations and in the development processes. Changes affecting the level of security, privacy, availability, and confidentiality issues within the production environment are reviewed as part of risk assessment sessions.
• Single sign-on (SSO) and two-factor authentication – Our platform integrates with many SAML2.0 compliant services to provide users with a single sign-on (SSO) solution. When using the SSO integration, organizations can require their employees to use a strong authentication factor, in addition to their password, when they sign in. Two-factor authentication is a more secure method of verifying or validating identity.
• Application session time-out- We help to secure user accounts with an application session time-out. Once an inactive or idle sessions session is timed out, users must re-authenticate to access their account.
• Endpoint Protection – All of Rivery’s endpoints are protected with Anti-virus and windows defender for windows machines. The security agents ‘tamper-proof’ – configured to prevent users and administrators, on the local machines, to stop or suspend the Anti-Virus modules. Alerts are sent and reviewed per case.
  On top of that, all of Rivery’s endpoints are protected with ESET EDR (Endpoint Protection and Response) to provide a more fully-featured protection against a wide range of potential threats.
• Vulnerability Assessments – Rivery has implemented a vulnerability management program to detect and remediate vulnerabilities in a timely manner. Vulnerabilities are discovered and identified across the Rivery environment, evaluated for risk, and prioritized for remediation. Vulnerabilities are remediated by applying patches, making code or infrastructure changes, or advising changes in procedures or user behavior. Additionally, external (unauthenticated) vulnerability scanning is performed Continuously against our infrastructure using a 3rd party SAAS based solution.
• Penetration Testing –Rivery regular engages external security testers as part of our its software development lifecycle. These experts perform penetration tests (using a gray box approach) using the open web application security project (OWASP) methodology for various attack scenarios. We share the penetration test report executive summaries with our customers (under NDA). These summaries include test findings, along with all actions taken to remediate any issues that may have been found.
• Patch Management – Rivery employs centrally managed configuration management systems, including infrastructure-as-code systems through which predefined configurations are enforced on its servers, as well as the desired patch levels of the various software components.
• Data Centers – Rivery relies on AWS located in US global infrastructure, including the facilities, network, hardware, and operational software (e.g., host OS, virtualization software) that support the provisioning and use of basic computing resources and storage. This infrastructure is designed and managed according to security best practices as well as a variety of security compliance standards: FedRAMP, HIPAA, ISO 27001:2013, AICPA SOC 1, SOC 2, SOC 3 and PCI-DSS and more.  AWS constantly updates its compliance programs. For full and up-to-date list see:
• https://aws.amazon.com/compliance/programs/
• https://aws.amazon.com/compliance/data-center/controls/

Annex 4 to the DPA

Standard Contractual Clauses

COMMISSION IMPLEMENTING DECISION (EU) 2021/914

of 4 June 2021

on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council

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 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’).

(c).     These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

(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 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);

 

(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);

 

(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);

 

(v) Clause 13;

 

(vi) Clause 15.1(c), (d) and (e);

 

(vii) Clause 16(e);

 

(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

(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 shall 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 – Optional 

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 shall 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 organizational 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 organizational 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 pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, 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 organizational 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 authorized 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 offenses (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 (²) (in the same country as the data importer or in another third country, hereinafter

² The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

‘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 benefiting 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 defense 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 shall 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 authorization 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 at least one (1) month in advance, 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. (³) The Parties agree that, by complying with this Clause, the data importer fulfills 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 fulfill 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 authorized 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 organizational measures, taking into account the nature of the processing, by which the assistance shall 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 authorized 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.

³ This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

(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, organization 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 shall 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 shall be liable to the data subject, and the data subject shall 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 shall be liable to the data subject, and the data subject shall 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 shall 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 shall 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 shall 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 behavior 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 authorizing 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 authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (⁴);

 

(iii).     any relevant contractual, technical or organizational 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 fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational 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 shall 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

⁴ As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector.

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 authority/ies, 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 supervisory 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 minimization

(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 shall 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 of 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.

(d).    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.

(e).    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 shall 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 shall be the law of Ireland.

Clause 18 

Choice of forum and jurisdiction 

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

(b).    The Parties agree that those shall 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

A.     LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name: ___________________________________________
Address: _________________________________________
Contact person’s name, position and contact details: _________________________
___________________________________________________________________
Activities relevant to the data transferred under these Clauses:
___________________________________________________________________
___________________________________________________________________
Signature and date: ___________________________________________________
Role (controller/processor):

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: Rivery Technologies Ltd.
Address: Derech Menachem Begin 11, Ramat Gan, Israel
Contact person’s name, position and contact details: Alon Reznik, DPO, Alon@Rivery.io
___________________________________________________________________
Activities relevant to the data transferred under these Clauses: Provision of the Services
Signature and date: ___________________________________________________
Role (controller/processor): processor

B.     DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Categories of personal data transferred

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Nature of the processing

Purpose(s) of the data transfer and further processing

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

C.     COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

ANNEX II

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

Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

See Annex 3 to the DPA.

ANNEX III

LIST OF SUB-PROCESSORS

See Annex 1 of the DPA.