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DATA PROCESSING AGREEMENT

This DPA is entered into between CookieYes Limited (“Processor”) and the Customer (“Controller”) and is incorporated into and governed by the terms of the Agreement.

1. Definitions

Any capitalised term not defined in this DPA shall have the meaning given to it in the Agreement. 

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control of a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of a party;
“Agreement” means the agreement between the Controller and the Processor for the provision of the Services;
“CCPA” means the California Consumer Privacy Act of 2018, along with its regulations and as amended from time to time;
“Data Protection Law” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area, their member states and the United Kingdom any amendments, replacements or renewals thereof, applicable to the processing of Personal Data, including where applicable the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020, the EU GDPR, the UK GDPR, UK Data Protection Act 2018, the FDPA, the CCPA and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and ElectroniCommunications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426);
“Data Subject” shall have the same meaning as in Data Protection Law or means a “Consumer” as that term is defined in the CCPA;
“DPA” means this data processing agreement together with Exhibits A, B and C;
“EEA” means the European Economic Area;
“EU GDPR” means 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;
“FDPA” means the Swiss Federal Act on Data Protection of 19 June 1992 (SR 235.1; FDPA) and as amended from time to time;
“Personal Data” shall have the same meaning as in Data Protection Law;
“Processor” means the Company, including as applicable any “Service Provider” as that term is defined by the CCPA;
“Restricted Transfer” means:
(i) where the EU GDPR applies, a transfer of Personal Data via the Services from the EEA either directly or via onward transfer, to any country or recipient outside of the EEA not subject to an adequacy determination by the European Commission; and

(ii) where the UK GDPR applies, a transfer of Personal Data via the Services from the United Kingdom either directly or via onward transfer, to any country or recipient outside of the UK not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018; and

(iii) a transfer of Personal Data via the Services from Switzerland either directly or via onward transfer, to any country or recipient outside of the EEA and/or Switzerland not subject to an adequacy determination by the European Commission;
“Services” means all services and software applications and solutions provided to the Controller by the Processor under and as described in the Agreement;
“Security Policy” means the Processor’s security document as updated from time to time, set out in Exhibit B of this DPA;
“SCCs” means: (i) where the EU GDPR applies, the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries published at https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021D0914&qid=1693902889407, (“EU SCCs”); and

(ii) where the UK GDPR applies standard data protection clauses adopted pursuant to Article 46(2)(c) as set out in Exhibit C of this DPA, (“UK SCCs”); and

(iii) where Personal Data is transferred from Switzerland to outside of Switzerland or the EEA, the EU SCCs as amended in accordance with guidance from the Swiss Data Protection Authority; (“Swiss SCCs”);
“Sub-Processor” means any third party (including the Processor’s Affiliates) engaged directly or indirectly by the Processor to process Personal Data under this DPA in the provision of the Services to the Controller;
“Supervisory Authority” means a governmental or government chartered regulatory body having binding legal authority over a party;
“UK GDPR” means the EU GDPR 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.

2. Purpose

  1. The Processor has agreed to provide the Services to the Controller in accordance with the terms of the Agreement. In providing the Services, the Processor shall process Customer Data on behalf of the Controller. Customer Data may include Personal Data. The Processor will process and protect such Personal Data in accordance with the terms of this DPA.

3. Scope

  1. In providing the Services to the Controller pursuant to the terms of the Agreement, the Processor  shall process Personal Data only to the extent necessary to provide the Services in accordance with the  terms of the Agreement, this DPA and the Controller’s instructions documented in the Agreement and  this DPA, as may be updated from time to time. 
  2. The Controller and Processor shall take steps to ensure that any natural person acting under  the authority of the Controller or the Processor who has access to Personal Data does not process them  except on the instructions from the Controller unless he or she is required to do so by any Data  Protection Law.  

4. Processor Obligations

  1. The Processor may collect, process or use Personal Data only within the scope of this DPA.
  2. The Processor confirms that it shall process Personal Data on behalf of the Controller in  accordance with the documented instructions of the Controller. 
  3. The Processor shall promptly inform the Controller, if in the Processor’s opinion, any of the  instructions regarding the processing of Personal Data provided by the Controller, breach any Data  Protection Law.
  4. The Processor shall ensure that all employees, agents, officers and contractors involved in the  handling of Personal Data: (i) are aware of the confidential nature of the Personal Data and are  contractually bound to keep the Personal Data confidential; (ii) have received appropriate training on  their responsibilities as a data processor; and (iii) are bound by the terms of this DPA. 
  5. The Processor shall implement appropriate technical and organisational procedures to protect  Personal Data, 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.  
  6. The Processor shall implement appropriate technical and organisational measures to ensure a  level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and  encryption of Personal Data; (ii) the ability to ensure the on-going confidentiality, integrity, availability  and resilience of processing systems and services; (iii) the ability to restore the availability and access  to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for  regularly testing, assessing and evaluating the effectiveness of technical and organisational measures  for ensuring the security of the processing. In accessing the appropriate level of security, account shall  be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted,  stored or otherwise processed. 
  7. The technical and organisational measures detailed in Exhibit B shall at all times be adhered to  as a minimum security standard. The Controller accepts and agrees that the technical and organisational  measures are subject to development and review and that the Processor may use alternative suitable  measures to those detailed in the attachments to this DPA, provided such measures are at least  equivalent to the technical and organisational measures set out in Exhibit B and appropriate pursuant  to the Processor’s obligations in clauses 4.5 and 4.6 above. 
  8. The Controller acknowledges and agrees that, in the course of providing the Services to the  Controller, it may be necessary for the Processor to access the Personal Data to respond to any  technical problems or Controller queries and to ensure the proper working of the Services. All such  access by the Processor will be limited to those purposes.  
  9. Taking into account the nature of the processing and the information available to the Processor,  the Processor shall assist the Controller by having in place appropriate technical and organisational  measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to  requests for exercising the Data Subject’s rights and the Controller’s compliance with the Controller’s  data protection obligations in respect of the processing of Personal Data. 
  10. The Processor may not: (i) sell Personal Data; (ii) retain, use, or disclose Personal Data for  commercial purposes other than providing the Services under the terms of the Agreement; or (iii) retain,  use, or disclose Personal Data outside of the Agreement. 

5. Controller Obligations

  1. The Controller represents and warrants that: (i) it shall comply with this DPA and its obligations  under Data Protection Law; (ii) it has obtained any, and all, necessary permissions and authorisations  necessary to permit the Processor, its Affiliates and Sub-Processors, to execute their rights or perform  their obligations under this DPA; and (iii) all Affiliates of the Controller who use the Services shall comply  with the obligations of the Controller set out in this DPA.  
  2. The Controller shall implement appropriate technical and organisational procedures to protect  Personal Data, 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 Controller shall implement appropriate technical and  organisational measures to ensure a level of security appropriate to the risk, including inter alia as  appropriate: (i) the pseudonymisation and encryption of Personal Data; (ii) the ability to ensure the on going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the  ability to restore the availability and access to Personal Data in a timely manner in the event of a physical  or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of  technical and organisational measures for ensuring the security of the processing. In accessing the  appropriate level of security account shall be taken in particular of the risks that are presented by  processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure  of, or access to Personal Data transmitted, stored or otherwise processed. 
  3. The Controller acknowledges and agrees that some instructions from the Controller, including  destruction or return of data, the Processor assisting with audits, inspections, DPIAs or providing any  assistance under this DPA, may result in additional fees. The Processor shall be entitled to charge the  Controller for its reasonable costs and expenses in providing any such assistance.

6. Sub-Processors 

  1. The Controller acknowledges and agrees that: (i) Affiliates of the Processor may be used as  Sub-Processors; and (ii) the Processor and its Affiliates respectively may engage Sub-Processors in  connection with the provision of the Services.  
  2. All Sub-Processors who process Personal Data in the provision of the Services to the Controller  shall comply with the obligations of the Processor set out in this DPA. 
  3. The Controller authorises the Processor to use the Sub-Processors included in the List of Sub Processors to process the Personal Data. During the term of this DPA, the Processor shall provide the  Controller with 30 days prior notification, via email, of any changes to the List of Sub-Processors before  authorising any new or replacement Sub-Processor to process Personal Data in connection with  provision of the Services.  
  4. The Controller may object to the use of a new or replacement Sub-Processor, by notifying the  Processor promptly in writing within ten (10) Business Days after receipt of the Processor’s notice. If the  Controller objects to a new or replacement Sub-Processor, the Controller may terminate the Agreement  with respect to those Services which cannot be provided by the Processor without the use of the new or  replacement Sub-Processor. The Processor will refund the Controller any prepaid fees covering the  remainder of the term of the Agreement following the effective date of termination with respect to such  terminated Services.  
  5. All Sub-Processors who process Personal Data shall comply with the obligations of the  Processor set out in this DPA. The Processor shall prior to the relevant Sub-Processor carrying out any  processing activities in respect of the Personal Data: (i) appoint each Sub-Processor under a written  contract containing materially the same obligations to those of the Processor in this DPA enforceable  by the Processor; and (ii) ensure each such Sub-Processor complies with all such obligations. 
  6. The Controller agrees that the Processor and its Sub-Processors may make Restricted  Transfers of Personal Data for the purpose of providing the Services to the Controller in accordance  with the Agreement. The Processor confirms that such Sub-Processors: (i) are located in a third country  or territory recognised by the EU Commission or a Supervisory Authority, as applicable, to have an  adequate level of protection; or (ii) have entered into the applicable SCCs with the Processor; or (iii)  have other legally recognised appropriate safeguards in place. 

7. Restricted Transfers

  1. The parties agree that, when the transfer of Personal Data from the Controller to the Processor  or from the Processor to a Sub-Processor is a Restricted Transfer, it shall be subject to the applicable  SCCs. 
  2. The parties agree that the EU SCCs shall apply to Restricted Transfers from the EEA. The EU  SCCs shall be deemed entered into (and incorporated into this DPA by reference) and completed as  follows: (i) Module Two (Controller to Processor) shall apply where the Customer is a Controller of  Customer Data and the Company is processing Customer Data; (ii) Module Three (Processor to Processor) shall apply where the Company is a Processor of  Customer Data and the Company uses a Sub-Processor to process the Customer Data; (iii) In Clause 7 of the EU SCCs, the optional docking clause will not apply; (iv) In Clause 9 of the EU SCCs Option 2 applies, and the time period for giving notice of Sub Processor changes shall be as set out in clause 6.3 of this DPA; (v) In Clause 11 of the EU SCCs, the optional language shall not apply; (vi) In Clause 17 of the EU SCCs, Option 1 applies and the EU SCCs shall be governed by Irish  law; (vii) In Clause 18(b) of the EU SCCs, disputes shall be resolved by the courts of Ireland; (viii) Annex I of the EU SCCs shall be deemed completed with the information set out in Exhibit A of  this DPA; (ix) Annex II of the EU SCCs shall be deemed completed with the information set out in Exhibit B of  this DPA. 
  3. The parties agree that the EU SCCs as amended in clause 7.2 above, shall be adjusted as set  out below where the FDPA applies to any Restricted Transfer.(i) The Swiss Federal Data Protection and Information Commissioner (“FDPIC”) shall be the sole  Supervisory Authority for Restricted Transfers exclusively subject to the FDPA;(ii) Restricted Transfers subject to both the FDPA and the EU GDPR, shall be dealt with by the EU  Supervisory Authority named in Exhibit A of this DPA; (iii) The term ’member state’ must not be interpreted in such a way as to exclude Data Subjects in  Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland)  in accordance with Clause 18(c) of the EU SCCs; (iv) Where Restricted Transfers are exclusively subject to the FDPA, all references to the GDPR in  the EU SCCs are to be understood to be references to the FDPA; (v) Where Restricted Transfers are subject to both the FDPA and the EU GDPR, all references to  the GDPR in the EU SCCs are to be understood to be references to the FDPA insofar as the Restricted  Transfers are subject to the FDPA; (vi) The Swiss SCCs also protect the Personal Data of legal entities until the entry into force of the  revised FDPA. 
  4. The parties agree that the UK SCCs shall apply to Restricted Transfers from the UK and the UK  SCCs shall be deemed entered into (and incorporated into this DPA by reference), as set out in Exhibit  C of this DPA. 
  5. In the event that any provision of this DPA contradicts directly or indirectly any SCCs, the  provisions of the applicable SCCs shall prevail over the terms of the DPA.

8. Data Subject Access Requests

  1. The Controller may require correction, deletion, blocking and/or making available the Personal  Data during or after termination of the Agreement. The Controller acknowledges and agrees that the  Processor will process the request to the extent it is lawful and will reasonably fulfil such request in  accordance with its standard operational procedures to the extent possible. 
  2. In the event that the Processor receives a request from a Data Subject in relation to Personal  Data, the Processor will refer the Data Subject to the Controller unless otherwise prohibited by law. The  Controller shall reimburse the Processor for all costs incurred resulting from providing reasonable  assistance in dealing with a Data Subject request. In the event that the Processor is legally required to  respond to the Data Subject, the Controller will fully cooperate with the Processor as applicable.

9. Audit

  1. The Processor shall make available to the Controller all information reasonably necessary to  demonstrate compliance with its processing obligations and allow for and contribute to audits and  inspections.  
  2. Any audit conducted under this DPA shall consist of examination of the most recent reports,  certificates and/or extracts prepared by an independent auditor bound by confidentiality provisions  similar to those set out in the Agreement. In the event that provision of the same is not deemed sufficient  in the reasonable opinion of the Controller, the Controller may conduct a more extensive audit which will  be: (i) at the Controller’s expense; (ii) limited in scope to matters specific to the Controller and agreed in  advance; (iii) carried out during the Processor’s usual business hours and upon reasonable notice which  shall be not less than 4 weeks unless an identifiable material issue has arisen; and (iv) conducted in a  way which does not interfere with the Processor’s day-to-day business.  
  3. This clause shall not modify or limit the rights of audit of the Controller, instead it is intended to  clarify the procedures in respect of any audit undertaken pursuant thereto.

10. Personal Data Breach

  1. The Processor shall notify the Controller without undue delay after becoming aware of (and in  any event within 72 hours of discovering) any accidental or unlawful destruction, loss, alteration or  unauthorised disclosure or access to any Personal Data (“Personal Data Breach”).  
  2. The Processor shall take all commercially reasonable measures to secure the Personal Data,  to limit the effects of any Data Breach, and to assist the Controller in meeting the Controller’s obligations  under applicable law.  

11. Compliance, Cooperation and Response

  1. The Processor will notify the Controller promptly of any request or complaint regarding the  processing of Personal Data, which adversely impacts the Controller, unless such notification is not  permitted under applicable law or a relevant court order.  
  2. The Processor may make copies of and/or retain Personal Data in compliance with any legal or  regulatory requirement including, but not limited to, retention requirements. 
  3. The Processor shall reasonably assist the Controller in meeting the Controller’s obligation to  carry out data protection impact assessments (DPIAs), taking into account the nature of the processing  and the information available to the Processor. 
  4. The Controller shall notify the Processor within a reasonable time, of any changes to applicable  data protection laws, codes or regulations which may affect the contractual duties of the Processor. The  Processor shall respond within a reasonable timeframe in respect of any changes that need to be made  to the terms of this DPA or to the technical and organisational measures to maintain compliance. If the  Processor is unable to accommodate necessary changes, the Controller may terminate the part or parts  of the Services which give rise to the non-compliance. To the extent that other parts of the Services  provided are not affected by such changes, the provision of those Services shall remain unaffected. 
  5. The Controller and the Processor and, where applicable, their representatives, shall cooperate,  on request, with a supervisory data protection authority in the performance of their respective obligations  under this DPA and Data Protection Law. 

12. Liability

  1. The limitations on liability set out in the Agreement apply to all claims made pursuant to any  breach of the terms of this DPA.  
  2. The parties agree that the Processor shall be liable for any breaches of this DPA caused by the  acts and omissions or negligence of its Sub-Processors to the same extent the Processor would be  liable if performing the services of each Sub-Processor directly under the terms of the DPA, subject to  any limitations on liability set out in the terms of the Agreement. 
  3. The parties agree that the Controller shall be liable for any breaches of this DPA caused by the  acts and omissions or negligence of its Affiliates as if such acts, omissions or negligence had been  committed by the Controller itself. 
  4. The Controller shall not be entitled to recover more than once in respect of the same loss.

13. Term and Termination

  1. The Processor will only process Personal Data for the term of the DPA. The term of this DPA  shall coincide with the commencement of the Agreement and this DPA shall terminate automatically  together with termination or expiry of the Agreement. 

14. Deletion and Return of Personal Data

  1. The Processor shall at the choice of the Controller, upon receipt of a written request received  within 30 days of the end of the provision of the Services, delete or return Personal Data to the Controller.  The Processor shall in any event delete all copies of Personal Data in its systems within 60 days of the  effective date of termination of the Agreement unless: (i) applicable law or regulations require storage  of the Personal Data after termination; or (ii) partial Personal Data of the Controller is stored in backups,  then such Personal Data shall be deleted from backups up to 1 year after the effective date of termination  of the Agreement. 

15. General

  1. This DPA sets out the entire understanding of the parties with regards to the subject matter  herein. 
  2. Should a provision of this DPA be invalid or become invalid then the legal effect of the other  provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest  to what the parties intended commercially and shall replace the invalid provision. The same shall apply  to any omissions. 
  3. Subject to any provision of the SCCs to the contrary, this DPA shall be governed by the laws of  England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all  disputes arising under this DPA. 
  4. The parties agree that this DPA is incorporated into and governed by the terms of the  Agreement.

Exhibit A 

List of Parties, Description of Processing and Transfer of Personal Data, Competent  Supervisory Authority 

MODULE TWO: CONTROLLER TO PROCESSOR 

A. LIST OF PARTIES 

The Controller:  

means the Customer.
Address: As set out for the Customer in the Agreement.
Contact person’s name,  position and contact details:As provided by the Customer in its account and used for  notification and invoicing purposes.
Activities relevant to the data  transferred under the SCCs:Use of the Services.
Signature and date: By entering into the Agreement, the Controller is deemed to have  signed the SCCs incorporated into this DPA and including their  Annexes, as of the Effective Date of the Agreement.
Role: Data Exporter.
Name of Representative (if  applicable):Any UK or EU representative named in the Controller’s privacy  policy.

The Processor: 

means CookieYes Limited
Address: 3 Warren Yard Warren Park, Wolverton Mill, Milton Keynes,  MK12 5NW, United Kingdom.
Contact person’s name,  position, and contact details:Faseela A, Director, support@cookieyes.com
Activities relevant to the data transferred under the SCCs:The provision of cloud computing solutions to the Controller  under which the Processor processes Personal Data upon the  instructions of the Controller in accordance with the terms of the  Agreement.
Signature and date: By entering into the Agreement, the Processor is deemed to have  signed the SCCs, incorporated into this DPA, including their  Annexes, as of the Effective Date of the Agreement.
Role: Data Importer
В. DESCRIPTION OF PROCESSING AND TRANSFERS
Categories of Data Subjects: Employees, agents, advisors, consultants, freelancers of the  Controller (who are natural persons). Affiliates and Authorised Users of the Controller who access or use the Services in accordance with the terms of the Agreement.
Categories of Personal Data: The Controller may submit Personal Data to the Services, the  extent of which is determined and controlled by the Controller.  The Personal Data includes but is not limited to: 
  • Personal details, first name and surname, email  addresses, telephone numbers and company name of Authorised  Users of the Services. 
  • Unique identifiers such as username, account number or  password. 
  • Meta data including sent, to, from, date, time, subject,  which may include Personal Data.   
  • IP address of the website visitors of the users of the service.
  • Geolocation based upon IP address. 
  • Information offered by Authorised Users as part of  Data Subject requests. 
  • Other data added by the Controller from time to time.
Sensitive Data: No sensitive data special category data will be processed or  transferred and shall not be contained in the content of or  attachments to, emails.
The frequency of the processing  and transfer (e.g. whether the  data is transferred on a one-off or  continuous basis):Continuous basis for the duration of the Agreement.
Nature of the processing: Processing operations include but are not limited to provision of  the Services to the Customer.
Purpose(s) of the data transfer  and further processing:Personal Data is transferred to sub-contractors who need to  process some of the Personal Data in order to provide their  services to the Processor as part of the Services provided by the  Processor to the Controller.
The period for which the Personal  Data will be retained, or, if that is  not possible, the criteria used to  determine that period:Unless agreed otherwise in writing, for the duration of the  Agreement, subject to clause 14 of the DPA.
For transfers to (Sub-) processors, also specify subject  matter, nature and duration of the  processing: The List of Sub-Processors sets out the Personal Data processed  by each Sub-Processor and the services provided by each Sub Processor.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent  supervisory authority/ies (e.g. in  accordance with Clause 13 of the  SCCs)Where the EU GDPR applies, the Irish Data Protection Authority  – Data Protection Commission, (“DPC”). Where the UK GDPR applies, the UK Information  Commissioner’s Office, (ICO). Where the FDPA applies, the Swiss Federal Data Protection and  Information Commissioner, (FDPIC).

MODULE THREE: PROCESSOR TO PROCESSOR 

A. LIST OF PARTIES 

The Data Exporter: is the Company. 

The Data Importers: are the Sub-Processors named in the Sub-Processor list set out above, which  contains the name, address, contact details and activities relevant to the data transferred to each Data  Importer. 

В. DESCRIPTION OF PROCESSING AND TRANSFERS 

The List of Sub-Processors includes the information about the processing and transfers of the Personal  Data, for each Data Importer: 

  • categories of Data Subjects 
  • categories of Personal Data 
  • the nature of the processing 
  • the purposes of the processing

Personal Data is processed by each Data Importer: 

  • on a continuous basis 
  • to the extent necessary to provide the Services in accordance with the Agreement and the Data  Exporter’s instructions.
  • for the duration of the Agreement and subject to clause 14 of the DPA.
C. COMPETENT SUPERVISORY AUTHORITY 

The competent Supervisory Authority of the Data Exporter shall be:  

  • Where the EU GDPR applies, the Irish Data Protection Authority – Data Protection Commission,  (“DPC”). 
  • Where the UK GDPR applies, the UK Information Commissioner’s Office, (ICO).
  • Where the FDPA applies, the Swiss Federal Data Protection and Information Commissioner,  (FDPIC).

Exhibit B 

Technical and Organisational Security Measures

(including Technical and Organisational Measures to Ensure the Security of Data) 

Below is a description of the technical and organisational measures implemented by the Processor  (including any relevant certifications) to ensure an appropriate level of security, taking into account the  nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural  persons. 

Where applicable this Exhibit B will serve as Annex II to the SCCs.

Measure Description
Measures of pseudonymisation and  encryption of Personal DataThe Controller’s data is encrypted at rest using AES256 bit  encryption Data in transit is protected by Transport Layer Security (“TLS”).
Measures for ensuring ongoing  confidentiality, integrity, availability  and resilience of processing  systems and servicesAccess to data necessary for the performance of the particular  task is ensured within the systems and applications by a  corresponding role and authorisation concept. In accordance to  the “least privilege” and “need-to-know” principles, each role has  only those rights which are necessary for the fulfilment of the task  to be performed by the individual person. To maintain data access control, state of the art encryption  technology is applied to the Personal Data itself where deemed  appropriate to protect sensitive data based on risk.
Measures for ensuring the ability to  restore the availability and access to  Personal Data in a timely manner in  the event of a physical or technical  incidentThe Processor maintains redundancy throughout its IT  infrastructure in order to minimize the lack of availability to or loss  of data. Backups are maintained hourly and daily in accordance  with our backup procedures.
Processes for regularly testing,  assessing and evaluating the  effectiveness of technical and  organisational measures in order to  ensure the security of the  processingThe Processor uses multiple types of automated vulnerability  scans and assessments which are run at various frequencies (e.g.  when code changes occur, daily, weekly, and monthly).  Additionally, we perform annual third-party penetration tests and  industry security audits
Measures for user identification and  authorisationThe Processor uses logical access controls designed to manage  electronic access to data and system functionality based on  authority levels and job functions (e.g., use of unique IDs and 
passwords for all users, periodic review and revoking/changing  access promptly when employment terminates). 
Measures for the protection of data  during transmissionData in transit is protected by Transport Layer Security (“TLS”). 
Measures for the protection of data  during storagePersonal Data is only retained internally, and on the third party data centre servers, which are covered by AWS certifications.  The Controller’s archived data is encrypted at rest using AES256  bit encryption and data in transit is protected by Transport Layer  Security (“TLS”).
Measures for ensuring physical  security of locations at which  Personal Data are processedThe Processor utilises third party data centres that maintain  current ISO 27001 certifications and/or SSAE 16 SOC 1 Type II  or SOC 2 Attestation Reports. The Processor will not utilise third  party data centres that do not maintain the aforementioned  certifications and/or attestations, or other substantially similar or  equivalent certifications and/or attestations. The Processor’s  main office is secured with keypad entry. The keypad entry  requires access to a secure PIN. 
Measures for ensuring events  loggingSystem inputs are recorded in the form of log files therefore it is  possible to review retroactively whether and by whom Personal  Data was entered, altered or deleted.
Measures for ensuring system  configuration, including default  configurationSystem configuration is applied and maintained by software tools  that ensure the system configurations do not deviate from the  specifications.
Measures for internal IT and IT  security governance and  managementEmployees are instructed to collect, process and use Personal  Data only within the framework and for the purposes of their duties  (e.g. service provision). At a technical level, multi-client capability  includes separation of functions as well as appropriate separation  of testing and production systems.  The Controller’s Personal Data is stored in a way that logically  separates it from other customer data. 
Measures for  certification/assurance of processes  and productsThe Processor utilises third party data centres that maintain  current ISO 27001 certifications and/or SSAE 16 SOC 1 Type II  or SOC 2 Attestation Reports. The Processor will not utilise third  party data centres that do not maintain the aforementioned  certifications and/or attestations, or other substantially similar or  equivalent certifications and/or attestations.  Upon the Controller’s written request (no more than once in any  12 month period), the Processor shall provide within a reasonable  time, a copy of the most recently completed certification and/or 
attestation reports (to the extent that to do so does not prejudice  the overall security of the Services). Any audit report submitted to  the Controller shall be treated as Confidential Information and  subject to the confidentiality provisions of the Agreement between  the parties
Measures for ensuring data  minimisationIf Personal Data is no longer required for the purposes for which  it was processed, it is deleted promptly. It should be noted that  with each deletion, the Personal Data is only locked in the first  instance and is then deleted for good with a certain delay. This is  done in order to prevent accidental deletions or possible  intentional damage. 
Measures for ensuring data quality All of the data that the Processor possesses is provided by the  Controller. The Processor not assess the quality of the data  provided by the Controller. The Processor provides reporting tools  within our product to help the Controller understand and validate  the data that is stored.
Measures for ensuring limited data  retentionThe Processor uses a data classification scheme for all data that  it stores and our retention policy specifies how each type of data  is retained. When a record with Personal Data is deleted then it  will be permanently evicted from our active databases. The data  is retained in our backups until they are rotated out by more recent  backups per the data retention policy.
Measures for ensuring  accountabilityAll employees that handle sensitive data must acknowledge the  information security policies. These employees are re-trained on  information security policies once per year. A disciplinary policy is  in place for employees that do not adhere to information security  policies.
Measures for allowing data  portability and ensuring erasureThe Services have built-in tools that allows the Controller to export  and permanently erase data.
Measures to be taken by the (Sub-)  processor to be able to provide  assistance to the Controller (and, for  transfers from a Processor to a Sub processor, to the Data Exporter).The transfer of Personal Data to a third party (e.g. customers, sub contractors, service providers) is only made if a corresponding  contract exists, and only for the specific purposes. If Personal  Data is transferred outside the EEA, the Processor provides that  an adequate level of data protection exists at the target location  or organisation in accordance with the European Union’s data  protection requirements, e.g. by employing contracts based on  the EU SCCs.

Exhibit C 

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses VERSION B1.0, in force 21 March 2022 

This Addendum has been issued by the Information Commissioner for Parties making Restricted  Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for  Restricted Transfers when it is entered into as a legally binding contract. 

Part 1: Tables 

Table 1: Parties

Start date The date set out in Annex I of the Approved EU SCCs.
The Parties Exporter (who sends the  Restricted Transfer)Importer (who receives the  Restricted Transfer)
Parties’ details Full legal name: the Customer  named in the Agreement. Main address (if a company  registered address): As set out in  Annex I of the Approved EU SCCs. Official registration number (if any)  (company number or similar  identifier): Where set out in the  Agreement.Full legal name: CookieYes Limited. Main address: 3 Warren Yard  Warren Park, Wolverton Mill, Milton  Keynes, MK12 5NW, United  Kingdom. Official registration number (if any)  (company number or similar  identifier): 13074037.
Key Contact Full Name (optional): As set out in  Annex I of the Approved EU SCCs. Job Title: As set out in Annex I in the  Approved EU SCCs Contact details including email: As  set out in Annex I the Approved EU  SCCs.Job Title: Director Contact details including email:  support@cookieyes.com
Signature (if required for the purposes of Section 2)no signature is required.no signature is required.

Table 2: Selected SCCs, Modules and Selected Clauses 

Addendum EU  SCCsthe Approved EU SCCs, including the Appendix Information and with only  the following modules, clauses or optional provisions of the Approved EU  SCCs brought into effect for the purposes of this Addendum: 
Module Module in  operationClause 11  (Option)Clause 9a  General  AuthorisationClause 9a  (Time  period)Is personal data received from the  Importer combined with personal  data collected by the Exporter?
no not used – – 
yes not used Yes 30 days 
yes not used Yes 30 days 
no not used – – no

Table 3: Appendix Information

Appendix Information” means the information which must be provided for the selected modules as  set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this  Addendum is set out in: 

Annex 1A: List of Parties: for Module 2 and Module 3 

Annex 1B: Description of Transfer: for Module 2 and Module 3 

Annex II: Technical and organisational measures including technical and organisational measures  to ensure the security of the data: for Module 2 

Table 4: Ending this Addendum when the Approved Addendum Changes 

Ending this  Addendum  when the  Approved  Addendum  changesWhich Parties may end this Addendum as set out in Section 19: Exporter 

Part 2: Mandatory Clauses 

Entering into this Addendum 

1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties,  for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved  EU SCCs and any part of the Approved EU SCCs. 

Interpretation of this Addendum  

3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the  following meanings:

Addendum This International Data Transfer Addendum which is made up of this  Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs The version(s) of the Approved EU SCCs which this Addendum is  appended to, as set out in Table 2, including the Appendix Information.
Appendix Information As set out in Table 3.
Appropriate Safeguards The standard of protection over the personal data and of data subjects’  rights, which is required by UK Data Protection Laws when you are  making a Restricted Transfer relying on standard data protection  clauses under Article 46(2)(d) UK GDPR.
Approved Addendum The template Addendum issued by the ICO and laid before Parliament  in accordance with s119A of the Data Protection Act 2018 on 2  February 2022, as it is revised under Section 18.
Approved EU SCCs The Standard Contractual Clauses set out in the Annex of Commission  Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO The Information Commissioner.
Restricted Transfer A transfer which is covered by Chapter V of the UK GDPR.
UK The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws All laws relating to data protection, the processing of personal data,  privacy and/or electronic communications in force from time to time in  the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPRAs defined in section 3 of the Data Protection Act 2018.

4. This Addendum must always be interpreted in a manner that is consistent with UK Data  Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.  

5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way  which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s)  will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will  take their place. 

6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum,  UK Data Protection Laws applies. 

7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning  which most closely aligns with UK Data Protection Laws applies.  

8. Any references to legislation (or specific provisions of legislation) means that legislation (or  specific provision) as it may change over time. This includes where that legislation (or specific  provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered  into.  

Hierarchy  

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail  over all related agreements between the parties, the parties agree that, for Restricted Transfers, the  hierarchy in Section 10 will prevail. 

10. Where there is any inconsistency or conflict between the Approved Addendum and the  Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs,  except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs  provides greater protection for data subjects, in which case those terms will override the Approved  Addendum. 

11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to  protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties  acknowledge that nothing in this Addendum impacts those Addendum EU SCCs. 

Incorporation of and changes to the EU SCCs 

12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent  necessary so that: 

13. Unless the Parties have agreed alternative amendments which meet the requirements of  Section 12, the provisions of Section 15 will apply. 

14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.

15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are  made:  

Amendments to this Addendum  

16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to  the laws and/or courts of Scotland or Northern Ireland. 

17. If the Parties wish to change the format of the information included in Part 1: Tables of the  Approved Addendum, they may do so by agreeing to the change in writing, provided that the change  does not reduce the Appropriate Safeguards. 

18. From time to time, the ICO may issue a revised Approved Addendum which:  

The revised Approved Addendum will specify the start date from which the changes to the  Approved Addendum are effective and whether the Parties need to review this Addendum  including the Appendix Information. This Addendum is automatically amended as set out in the  revised Approved Addendum from the start date specified.  

19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in  Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the  changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase  in:  

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not  substantial and disproportionate, then that Party may end this Addendum at the end of a  reasonable notice period, by providing written notice for that period to the other Party before the  start date of the revised Approved Addendum. 

20. The Parties do not need the consent of any third party to make changes to this Addendum, but  any changes must be made in accordance with its terms.