SCC & DPA

EEA Standard Contractual Clauses

Effective: April 2, 2024

Standard Contractual Clauses (processors)

Data Controller as defined in the Data Processing Agreement (the “data exporter”),

And

Get Me Online Ltd, which is based in Flat 1 500 Caledonian Road, Islington, London N7

9GA, United Kingdom, if the data exporter is transferring personal data to Get Me Online Ltd

under the Data Processing Agreement;

(the relevant Get Me Online Ltd entity described above is referred to as the “data importer”),

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the “Clauses”) in order to adduce

adequate safeguards with respect to the protection of privacy and fundamental rights and

freedoms of individuals for the transfer by the data exporter to the data importer of the personal

data specified in Appendix 1.

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) (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’).

(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.

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 adding 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 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9 – Clause 9(a), (c), (d) and (e);

(iv) Clause 12 – Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e);

(viii) Clause 18 – Clause 18(a) and (b);

(b) Paragraph (a) is without prejudice to the 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

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 organisational

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 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 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, the Parties shall take due account 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 pseudonymisation, including during transmission, where the

purpose of processing can be fulfilled in that manner. In the 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. 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 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 authorised 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 an

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, 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 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 (4) (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:

(a) 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;

(b) 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;

(c) 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

(d) 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 authorisation 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 fourteen days 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. (8) 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 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 fulfil its obligations under that

contract.

(e) The data importer shall agree on 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 authorised 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 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 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 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 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,

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.

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) The parties agree that the supervisory authority with responsibility for ensuring compliance

by the data exporter with Regulation (EU) 2016/679 as regards the data transfer shall be the

Dutch Data Protection Authority (Autoriteit Persoonsgegevens), which shall act as a 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 are applicable to the processing of the personal data by the data

importer, 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 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 the 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

(12);

(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).

(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. 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 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 at the 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 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 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 the EU Member State in which the data exporter

is established. Where such law does not allow for third-party beneficiary rights, they shall be

governed by the law of another EU Member State that does allow for third-party beneficiary

rights.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of the United

Kingdom.

(b) The Parties agree that those shall be the courts of London.

(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 1 to Get Me Online Ltd Standard Contractual

Clauses

This Appendix forms part of the Clauses

Data exporter The data exporter is the non- Get Me Online Ltd legal entity that is a party to the

Clauses.

Data importer. The data importer is: Get Me Online Ltd

if the data exporter is transferring personal data to Get Me Online Ltd under the Data

Processing Agreement; or

Data subjects. The personal data transferred concern the following categories of data subjects:

Data subjects include individuals about whom data that originated in the EEA is provided to Get

Me Online Ltd via the Business Services by (or at the direction of) the data exporter.

Categories of data. The personal data transferred concerns the following categories of data:

Data relating to individuals provided to Get Me Online Ltd via the Business Services by (or at

the direction of) data exporter, as specified in Schedule 1: Details of Data Processing of the

Data Processing Agreement.

Special categories of data (if appropriate) The personal data transferred concerns the

following special categories of data: None

Processing operations Get Me Online Ltd will process the personal data for the purposes of

providing the Business Services to the data exporter in accordance with and as described in the

Data Processing Agreement, and these Clauses.

Appendix 2 to Get Me Online Ltd Standard Contractual

Clauses

This Appendix forms part of the Clauses.

Description of the technical and organisational security measures implemented by the data

importer in accordance with Clauses 4(c) and 5(c). The data importer currently abides by the

security standards in Schedule 2 - Get Me Online Ltd Security Measures of the Data Processing

Agreement. The data importer may update or modify these security standards from time to time.

Data Processing Agreement

Last updated on: April 27, 2024

This Data Processing Agreement (”Agreement”) forms a legally binding contract between you

and Get Me Online Ltd (based in Flat 1 500 Caledonian Road, Islington, London N7 9GA,

United Kingdom) and applies to the extent to which Get Me Online Ltd processes Customer

Personal Data on your behalf when you are the Data Controller,

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the processing of

personal data, to the Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the

requirements of the current legal framework in relation to data processing and with the

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 and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalised terms and expressions used in this Agreement

shall have the following meaning:

1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;

1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted

Processor on behalf of the Company pursuant to or in connection with the Principal Agreement;

1.1.3 “Contracted Processor” means a Subprocessor;

1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the

data protection or privacy laws of any other country;

1.1.5 “EEA” means the European Economic Area;

1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic

legislation of each Member State and as amended, replaced or superseded from time to time,

including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;

1.1.8 “Data Transfer” means:

1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or

1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a

Subcontracted Processor, or between two establishments of a Contracted Processor, in each

case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data

transfer agreements put in place to address the data transfer restrictions of Data Protection

Laws);

1.1.9 “Services” means the ebook and video consultation that the Company provides.

1.1.10 “Subprocessor” means any person appointed by or on behalf of a Processor to process

Personal Data on behalf of the Company in connection with the Agreement.

1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”,

“Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning

as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal

Data; and

2.1.2 not Process Company Personal Data other than on the relevant Company’s documented

instructions.

2.2 The Company instructs the Processor to process Company Personal Data.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or

contractor of any Contracted Processor who may have access to the Company Personal Data,

ensuring in each case that access is strictly limited to those individuals who need to

know/access the relevant Company Personal Data, as strictly necessary for the purposes of the

Principal Agreement, and to comply with Applicable Laws in the context of that individual’s

duties to the Contracted Processor, ensuring that all such individuals are subject to

confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation, and the nature, scope,

context, and purposes of Processing as well as the risk of varying likelihood and severity for the

rights and freedoms of natural persons, the Processor shall in relation to the Company Personal

Data implement appropriate technical and organizational measures to ensure a level of security

appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the

GDPR.

4.2 In assessing the appropriate level of security, the Processor shall take into account, in

particular, the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor

unless required or authorised by the Company.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by

implementing appropriate technical and organisational measures, insofar as is possible, for the

fulfilment of the Company obligations, as reasonably understood by the Company, to respond to

requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data

Protection Law in respect of Company Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of

the Company or as required by Applicable Laws to which the Processor is subject, in which

case the Processor shall to the extent permitted by Applicable Laws inform the Company of that

legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a

Personal Data Breach affecting Company Personal Data, providing Company with sufficient

information to allow the Company to meet any obligations to report or inform Data Subjects of

the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall cooperate with the Company and take reasonable commercial steps as

directed by the Company to assist in the investigation, mitigation, and remediation of each such

Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation Processor shall provide

reasonable assistance to the Company with any data protection impact assessments,

and prior consultations with Supervising Authorities or other competent data privacy

authorities, which the Company reasonably considers to be required by article 35 or 36 of

the GDPR or equivalent provisions of any other Data Protection Law, in each case solely

in relation to Processing of Company Personal Data by, and taking into account the

nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Company Personal Data

9.1 Subject to this section 9 Processor shall promptly and in any event within

10 business days from the date of cessation of any Services involving the Processing of

Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of

those Company Personal Data.

10. Audit rights

10.1 Subject to this section 10, the Processor shall make available to the Company on request

all information necessary to demonstrate compliance with this Agreement and shall allow for

and contribute to audits, including inspections, by the Company or an auditor mandated by the

Company in relation to the Processing of the Company Personal Data by the Contracted

Processors.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that

the Agreement does not otherwise give them information and audit rights meeting the relevant

requirements of Data Protection Law.

11. Data Transfer

11.1 The Processor may not transfer or authorise the transfer of Data to countries outside the

EU and/or the European Economic Area (EEA) without the prior written consent of the

Company. If personal data processed under this Agreement is transferred from a country within

the European Economic Area to a country outside the European Economic Area, the Parties

shall ensure that the personal data are adequately protected. To achieve this, the Parties shall,

unless agreed otherwise, rely on EU-approved standard contractual clauses for the transfer of

personal data.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the

other Party and its business in connection with this Agreement (“Confidential Information”)

confidential and must not use or disclose that Confidential Information without the prior written

consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement must be in writing

and will be delivered personally, sent by post, or sent by email to the address or email address

set out in the heading of this Agreement at such other address as notified from time to time by

the Parties changing address.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of the United Kingdom.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to

resolve amicably, will be submitted to the exclusive jurisdiction of the courts of London.