SCHEDULE 4

DATA PROTECTION

1. Terms and definitions not specifically defined in this Schedule 4 (Data Protection) shall have the
meaning set within the Main Contract:

“CCPA” means the California Consumer Privacy Act and any further amendments.

“Company” means Dreamport Management (DIFC) Ltd, a company incorporated in accordance with
DIFC laws with company number 6788 whose registered office is at Unit N604, Level 6, Emirates
Financial Towers, Dubai International Financial Centre.

“Consultant” means independent contractor (Consultant, ITM, other as the case may be) who concluded
the Main Contract with the Company.

“End-clients” or “Consumers” means natural persons (individuals) servicing by Company’s customers.

“EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th
April 2016 on the protection of natural persons with regard to the processing of personal data and on the
free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“IDTA” means International Data for Transfer Agreement issued under Section 119A of the Data
Protection Act 2018 of the United Kingdom (UK).

“Main Contract” means the services agreement with independent contractor (Consultant, ITM, other as
the case may be) concluded between Consultant and the Company.

“MODULE 3” and/ or “SCC” means clauses setting rules on personal data transfers from processor to
sub-processor adopted by 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.

“Personal data” or “Personal information” means any information related to an identified or

identifiable End-client.

“UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th
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) as it forms part of the law of England
and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal)
Act 2018, including its amendments set in The Data Protection, Privacy and Electronic Communications
(Amendments etc) (EU Exit) Regulations 2019.

2. This Schedule 4 (Data Protection) sets rules on protection of personal data, when Consultants process
personal data of End-clients.

The status, obligations and liability of Consultant depends on governing laws in the current relationship
between Company’s customers and End-clients (“Governing law”):

2.1 If the Governing law is not CCPA, EU GDPR or UK GDPR, the Parties shall apply:

2.1.1 Section 3 of this Schedule 4 (Data Protection).

2.1.2 If Section 3 conflicts with the Governing law, the Parties shall apply Section 4 or Section 5 of
this Schedule 4 (Data Protection).

2.1.3 If Section 4 conflicts the Governing law the Parties shall apply provisions of the latter.

3. California Consumer Privacy Act (CCPA)

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3.1 Under CCPA:

3.1.1 the Company’s customers are a “Business”,

3.1.2 the Company and Consultant are a “Service Provider”.

3.2 The Service Provider processes personal information on behalf of a Business that receives from or on
behalf of the Business consumer’s personal information for a business purpose pursuant to services
agreement with Consultant (Main Contract).

3.3 The Service Provider is prohibited from:

3.3.1 selling or sharing the personal information;

3.3.2 retaining, using, or disclosing the personal information for any purpose other than for the
business purposes specified in the Main Contract, including retaining, using, or disclosing the
personal information for a commercial purpose other than the business purposes specified in the
Main Contract, or as otherwise permitted by CCPA;

3.3.3 retaining, using, or disclosing the information outside of the direct business relationship
between the Service Provider and the Business;

3.3.4 combining the personal information that the Service Provider receives from, or on behalf of, the
Business with personal information that it receives from, or on behalf of, another person or
persons, or collects from its own interaction with the consumer, provided that the Service
Provider may combine personal information to perform any business purpose as defined in
CCPA and/ or its regulations.

3.3.5 The Business must be able to monitor the Service Provider’s compliance with the Main Contract
and these Schedule through measures, including, but not limited to, ongoing manual reviews
and automated scans and regular assessments, audits, or other technical and operational testing
at least once every 12 months.

3.4 If a Service Provider engages any other person to assist it in processing personal information for a
business purpose on behalf of the Business, or if any other person engaged by the Service Provider
engages another person to assist in processing personal information for that business purpose, it shall
notify the Business of that engagement, and the engagement shall be pursuant to a written contract
binding the other person to observe all the requirements set forth in this Schedule.

3.5 Additionally, the Service Provider is entitled to process a personal information of the Business if it is
absolutely necessary (1) to retain and employ another service provider or (2) for the purposes compatible
with those mentioned in the Main Contract: the protecting or exercising its legal claims, complying with
tax/ accounting laws, preparing statistics in aggregated form, debugging and repairing errors that impair
existing functionality of data processing system or ensuring data security, preventing fraud.

3.6 If the Service Provider employs another service provider or contractor (sub-processors) the Service
Provider shall obligate those persons to provide the same level of privacy protection as is required by
CCPA and this Schedule.

3.7 The Service Provider shall comply with Business’s request to delete Business’s personal information if
the consumer submitted a deletion request, except cases set in laws when the Service Provider is allowed
to keep processing minimally necessary personal information, including for the protecting or exercising
its legal claims, complying with tax/ accounting laws, preparing statistics in aggregated form, debugging
and repairing errors that impair existing functionality of data processing system or ensuring data security,
preventing fraud.

3.8 If the Service Provider receives a Privacy request from a Business’s client (consumer) the Service
Provider shall forward the request within 24 hours to the competent staff of the Business.

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3.9 The Service Provider shall notify the Business if it makes a determination that it can no longer meet its
obligations under CCPA.

3.10 The Service Provider should assist the Business through appropriate technical and organizational
measures in complying with the requirements of CCPA, taking into account the nature of the processing.

3.11 Without prejudice to any provisions set in the Main Contract, this Provisions shall be governed by the
internal substantive laws of the State of California, without respect to its conflict of laws principles.

4. International Data Transfer Agreement (IDTA) between processor and sub-processor

Part 1: Tables [fill in highlighted areas, tick x checkboxes]

Table 1: Parties and signatures

Start date Effective Date (as defined under the Main Contract)

Exporter (who sends the Restricted Importer (who receives the Restricted
The Parties
Transfer) Transfer)

Parties’ details The Company Consultant

Key Contact See in Main Contract See in Main Contract

Table 2: Transfer Details

UK country’s law that England and Wales

governs the IDTA
Primary place for
legal claims to be
made by the Parties

The status of the In relation to the Processing of the Transferred Data:

Exporter
Exporter is a Processor

The status of the In relation to the Processing of the Transferred Data:

Importer
Importer is the Exporter’s Sub-Processor

Whether UK GDPR x YES

applies to the
¨ NO
Importer’s processing
of the Transferred
data

Linked Agreement The Main Contract

Term The Importer may Process the Transferred Data for the following time period:
x the period for which the Linked Agreement is in force

Ending the IDTA x the Parties cannot end the IDTA before the end of the Term unless there is a
before the end of the breach of the IDTA or the Parties agree in writing.
Term

Ending the IDTA Which Parties may end the IDTA as set out in Section 29.2 of the IDTA:
when the Approved
IDTA changes ☐ Importer; x Exporter; ☐ neither Party

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 Can the Importer x YES, in accordance with Section 16.1 of the IDTA
make further
transfers of the ☐ NO
Transferred Data?

Specific restrictions The Importer MAY ONLY forward the Transferred Data in accordance with Section
when the Importer 16.1 of the IDTA:
may transfer on the
x if the Exporter tells it in writing that it may do so.
Transferred Data

Review Dates x No review is needed as this is a one-off transfer and the Importer does not retain
any Transferred Data

First review date:

The Parties must review the Security Requirements at least once each time there is
a change to the Transferred Data, Purposes, Importer Information, TRA or risk
assessment

Table 3: Transferred Data

Transferred Data The personal data to be sent to the Importer under this IDTA consists the following
categories of data (please specify):
Identification and financial data necessary for the Consultant to render services to
End-clients of Company’s customers. The categories of Transferred Data will update
automatically if the information is updated in the Linked Agreement referred to.

Special Categories of x set out in the Main Contract

Personal Data and
And:
criminal convictions
and offences The categories of special category and criminal records data will update
automatically if the information is updated in the Linked Agreement referred to.

Relevant Data The personal data transferred concern the following categories of data subjects
Subjects (please specify):
End-clients of Company’s customers
The categories of Data Subjects will update automatically if the information is
updated in the Linked Agreement referred to.

Purpose x The Importer may Process the Transferred Data for the following purposes: set in
the Main Contract
And any other purposes which are compatible with the purposes set out above.
The purposes will update automatically if the information is updated in the Linked
Agreement referred to.

Table 4: Security Requirements

Organisational and See in the Main Contract

technical measures

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 During See in the Main Contract
Transmission

During Storage See in the Main Contract

During Processing, See in the Main Contract

other than
transmission and
storage

Updates to the The Security Requirements will update automatically if the information is updated in
Security the Linked Agreement referred to. If those updates decrease the level of security
Requirements the Parties shall agree a change under Section 5.3

Part 2: Extra Protection Clauses

Extra Protection
Clauses:
Not applicable

Part 3: Commercial Clauses

Commercial Clauses Commercial Clauses are not used

Part 4: Mandatory Clauses

Mandatory Clauses Part 4: Mandatory Clauses of the Approved IDTA, being the template IDTA A.1.0
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 5.4 of those
Mandatory Clauses.

5. SCC MODULE 3: Transfer processor to processor

SECTION I

5.1 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) (1) for the transfer of personal
data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies
(hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A
(hereinafter each ‘data exporter’), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter,
directly or indirectly via another entity also Party to these Clauses, as listed in Annex
I.A (hereinafter each ‘data importer’)

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

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 (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. (d)
The Appendix to these Clauses containing the Annexes referred to therein forms an integral part
of these Clauses.

5.2 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.

5.3 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 5.1 (Clause 1. Purpose and Scope), Clause 5.2 (Clause 2. Effect and
invariability of the Clauses), Clause 5.3 (Clause 3. Third-party beneficiaries), Clause
5.6 (Clause 6. Description of the transfer(s)), Clause 5.7 (Clause 7 – Optional Docking
clause);

(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.

5.4 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.

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

5.5 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.

5.6 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.

5.7 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

5.8 Clause 8. Data protection safeguards

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

5.8.1 8.1 - Instructions

(a) The data exporter has informed the data importer that it acts as processor under the
instructions of its controller(s), which the data exporter shall make available to the data
importer prior to processing.

(b) The data importer shall process the personal data only on documented instructions
from the controller, as communicated to the data importer by the data exporter, and
any additional documented instructions from the data exporter. Such additional
instructions shall not conflict with the instructions from the controller. The controller
or data exporter may give further documented instructions regarding the data
processing throughout the duration of the contract.

(c) The data importer shall immediately inform the data exporter if it is unable to follow
those instructions. Where the data importer is unable to follow the instructions from
the controller, the data exporter shall immediately notify the controller.

(d) The data exporter warrants that it has imposed the same data protection obligations on
the data importer as set out in the contract or other legal act under Union or Member
State law between the controller and the data exporter (2).

5.8.2 8.2 - Purpose limitation

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 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 controller, as communicated to
the data importer by the data exporter, or from the data exporter.

5.8.3 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 personal data, the data
exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a
meaningful summary where the data subject would otherwise not be able to understand 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.

5.8.4 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 rectify or erase the data.

5.8.5 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 controller 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).

5.8.6 8.6 - Security of processing

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

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

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 (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, without undue delay, the data exporter and, where
appropriate and feasible, the controller 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
data breach, including 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 its controller so that the latter may in turn 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.

5.8.7 8.7 - Sensitive data

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

5.8.8 8.8 - Onward transfers

The data importer shall only disclose the personal data to a third party on documented
instructions from the controller, as communicated to the data importer by the data exporter. In
addition, the data may only be disclosed to a third party located outside the European Union (3)
(in the same country as the data importer or in another third country, hereinafter ‘onward
transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate
Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision

pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward
transfer;

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

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

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

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

5.8.9 8.9 - Documentation and compliance

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

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 (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 controller.

(c) The data importer shall make all information necessary to demonstrate compliance
with the obligations set out in these Clauses available to the data exporter, which shall
provide it to the controller.

(d) The data importer shall allow for and contribute to audits by the data exporter of the
processing activities covered by these Clauses, at reasonable intervals or if there are
indications of non-compliance. The same shall apply where the data exporter requests
an audit on instructions of the controller. In deciding on an audit, the data exporter may
take into account relevant certifications held by the data importer.

(e) Where the audit is carried out on the instructions of the controller, the data exporter
shall make the results available to the controller.

(f) 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.

(g) 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.

5.9 Clause 9. Use of sub-processors

(a) GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general
authorisation for the engagement of sub-processor(s) from an agreed list. The data importer
shall specifically inform the controller in writing of any intended changes to that list through
the addition or replacement of sub-processors at least 30 days in advance, thereby giving the
controller 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 controller with the information necessary
to enable the controller to exercise its right to object. The data importer shall inform the data
exporter of the engagement of the sub-processor(s).

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on
behalf of the controller), 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. (4) The Parties
agree that, by complying with this Clause, the data importer fulfils its obligations under Clause
8.8. The data importer shall ensure that the sub-processor complies with the obligations to which
the data importer is subject pursuant to these Clauses.

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

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

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

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5.10 Clause 10. Data subject rights

(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller
of any request it has received from a data subject, without responding to that request unless it
has been authorised to do so by the controller.

(b) The data importer shall assist, where appropriate in cooperation with the data exporter, the
controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of
their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In
this regard, the Parties shall set out in Annex II the appropriate technical and organisational
measures, taking into account the nature of the processing, by which the assistance 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 controller, as communicated by the data exporter.

5.11 Clause 11. Redress

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

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

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 5.3 (Clause 3.
Third-party beneficiaries), 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 5.13 (Clause 13. Supervision);

(ii) refer the dispute to the competent courts within the meaning of Clause 5.18 (Clause
18. Choice of forum and jurisdiction).

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

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

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

5.12 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.

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 (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.

5.13 Clause 13. Supervision

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

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

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

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

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

AUTHORITIES

5.14 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,

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 including any requirements to disclose personal data or measures authorising access by public
authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is
based on the understanding that laws and practices that respect the essence of the fundamental
rights and freedoms and do not exceed what is necessary and proportionate in a democratic
society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679,
are not in contradiction with these Clauses.

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

(i) the specific circumstances of the transfer, including the length of the processing chain,
the number of actors involved and the transmission channels used; intended onward
transfers; the type of recipient; the purpose of processing; the categories and format of
the transferred personal data; the economic sector in which the transfer occurs; the
storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the
disclosure of data to public authorities or authorising access by such authorities –
relevant in light of the specific circumstances of the transfer, and the applicable
limitations and safeguards (6);

(iii) any relevant contractual, technical or organisational safeguards put in place to

supplement the safeguards under these Clauses, including measures applied during
transmission and to the processing of the personal data in the country of destination.

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

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

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

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason
to believe that the data importer can no longer fulfil its obligations under these Clauses, the data
exporter shall promptly identify appropriate measures (e.g. technical or organisational measures
to ensure security and confidentiality) to be adopted by the data exporter and/or data importer
to address the situation, if appropriate in consultation with the controller. 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 controller or 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 only with respect to the relevant Party,
unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this
Clause (Clause 14. Local laws and practices affecting compliance with the Clauses),
paragraphs (d) and (e) of Clause 5.16 (Clause 16. Non-compliance with the Clauses and
termination) shall apply.

5.15 Clause 15. Obligations of the data importer in case of access by public authorities

5.15.1 15.1 - Notification

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 (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.

The data exporter shall forward the notification to the controller.

(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.). The data exporter shall
forward the information to the controller.

(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 paragraph (e) of Clause 5.14 (Clause 14. Local laws and practices
affecting compliance with the Clauses) and Clause 5.16 (Clause 16. Non-
compliance with the Clauses and termination) to inform the data exporter promptly
where it is unable to comply with these Clauses.

5.15.2 15.2 - Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in
particular whether it remains within the powers granted to the requesting public
authority, and to challenge the request if, after careful assessment, it concludes that
there are reasonable grounds to consider that the request is unlawful under the laws of
the country of destination, applicable obligations under international law and
principles of international comity. The data importer shall, under the same conditions,
pursue possibilities of appeal. When challenging a request, the data importer shall seek
interim measures with a view to suspending the effects of the request until the
competent judicial authority has decided on its merits. It shall not disclose the personal
data requested until required to do so under the applicable procedural rules. These
requirements are without prejudice to the obligations of the data importer under
paragraph (e) of Clause 5.14 (Clause 14. Local laws and practices affecting
compliance with the Clauses).

(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

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 destination, make the documentation available to the data exporter. It shall also make
it available to the competent supervisory authority on request. The data exporter shall
make the assessment available to the controller.

(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

5.16 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 paragraph
(f) of Clause 5.14 (Clause 14. Local laws and practices affecting compliance with the
Clauses).

(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 and the controller 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.] [For Module Four:
Personal data collected by the data exporter in the EU that has been transferred prior to the
termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety,
including any copy thereof.] 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.

5.17 Clause 17. Governing law

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 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 Netherlands.

5.18 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 Netherlands.

(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.

APPENDIX to MODULE 3

EXPLANATORY NOTE: It must be possible to clearly distinguish the information applicable to each
transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as
data exporter(s) and/or data importer(s). This does not necessarily require completing and signing
separate appendices for each transfer/category of transfers and/or contractual relationship, where this
transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity,
separate appendices should be used.

ANNEX I of APPENDIX to MODULE 3

A. LIST OF PARTIES

Data exporter(s): the Company

Role (controller/processor): processor

Data importer(s): the Consultant

Role (controller/processor): sub-processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred :

• See section 4 of Schedule 4 of Main Contract

Categories of personal data transferred

• See section 4 of Schedule 4 of Main Contract

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 specialised training), keeping a record
of access to the data, restrictions for onward transfers or additional security measures.

• not applicable

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

• Continuous basis

Nature of the processing

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• Receiving, registering, editing and otherwise structuring personal data in order to render services to
data subjects (selling travel products and ensuring post-sale and customer support)

Purpose(s) of the data transfer and further processing

• See in Main Contract

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

• during the term of Main Contract

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

• not applicable

C. COMPETENT SUPERVISORY AUTHORITY

Competent supervisory authority/ies shall be the one, where covered Company’s customer is established.
In other cases, parties shall apply Clause 13.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND

ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

See Main Contract

ANNEX III LIST OF SUB-PROCESSORS

EXPLANATORY NOTE: The controller has not authorised the use of the sub-processors on
commencement of Main Contract.

On behalf of the Company: Consultant:

_____________________________ _______________________________
(Signature)

Name: Mr. Abbas El Seblani Full Name: _________________________

(Name, Surname):

Title: Director Date: _________________________

(Signing Date)

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