Effective Date: March 26, 2026
This document combines the Evoto Global Data Processing Agreement, the completed EU Standard Contractual Clauses (including the Swiss Adaptations applicable to transfers subject to the Swiss FADP), and the UK International Data Transfer Addendum in a single document for convenience.
Applicability of schedules
This document is intended for incorporation into the applicable Agreement, including by online click-through acceptance, account registration, order submission, in-product acceptance, or another binding electronic method. No separate signature is required where this document has been validly incorporated into and accepted together with the Agreement.
1. Introduction, Incorporation and Method of Acceptance
This Data Processing Agreement (DPA) is entered into by and between:
This DPA forms part of and is incorporated into the Agreement between Evoto and Customer governing the provision and use of the Services. To the extent Evoto Processes Customer Personal Data on behalf of Customer in connection with the Services, the Parties shall comply with this DPA.
Where the Agreement is entered into by online click-through acceptance, account registration, order submission, in-product acceptance, or another electronic method that references or incorporates this DPA, Customer’s acceptance of the Agreement constitutes Customer’s acceptance of, and agreement to be bound by, this DPA, including, where applicable, Schedule 2 (EU Standard Contractual Clauses) and Schedule 3 (UK International Data Transfer Addendum), without the need for any separate handwritten or wet-ink signature.
For the purposes of Schedule 2 and Schedule 3, any method of assent that makes this DPA legally binding between the Parties and enforceable by data subjects under applicable Data Protection Laws shall have the same effect as execution by signature.
2. Definitions
In this DPA:
Capitalised terms not defined in this DPA have the meanings given in the Agreement.
3. Roles and Scope
3.1 Customer as Controller. For the purposes of this DPA, and to the extent Customer Personal Data is Processed, Customer acts as Controller (or as a processor on behalf of a third party controller) and Evoto acts as Processor.
3.2 Evoto as independent Controller. Evoto may also Process certain Personal Data as an independent Controller as described in Evoto’s privacy policy, for example account registration data, billing and transaction records, security logs, compliance records and product analytics. This DPA does not apply to Evoto’s Processing as an independent Controller.
3.3 Applicability. This DPA applies globally to all Services where Evoto Processes Customer Personal Data as Processor, including but not limited to AI based image processing services, cloud features and any other similar services described in the Agreement.
3.4 Customer acting as processor for a controller. Where Customer acts as a processor or similar intermediary on behalf of a third-party controller in relation to Customer Personal Data:
(a) Customer appoints Evoto as a sub-processor in respect of such Customer Personal Data for the purposes of this DPA;
(b) Customer represents and warrants on an ongoing basis that it has obtained, and will maintain, all authorizations, permissions, and instructions necessary to:
(c) Customer shall remain fully responsible, as between Evoto and Customer, for communicating with the relevant controller and for ensuring that the relevant controller receives any information required under applicable Data Protection Laws or applicable transfer mechanisms;
(d) where Schedule 2 or Schedule 3 applies, references in the relevant annexes, tables, or appendix information to Customer as “data exporter” or, where required by the format of the applicable transfer mechanism, as “controller” shall be interpreted to include Customer acting as a processor on behalf of, or as duly authorized by, the relevant controller, solely for the purpose of enabling the relevant transfer mechanism to operate in a legally effective manner and without altering the allocation of responsibilities between Customer and the relevant controller under applicable law; and
(e) Customer shall make the relevant transfer terms available to the relevant controller on request, excluding any purely commercial information not relevant to the data protection content.
4. Details of Processing
4.1 Subject matter. The subject matter of the Processing is the provision of the Services under the Agreement.
4.2 Duration. Processing will continue for the term of the Agreement and any additional period during which Evoto Processes Customer Personal Data on behalf of Customer (for example, for limited backup, logging and retention periods).
4.3 Nature and purpose. Evoto Processes Customer Personal Data as necessary to:
4.4 Types of Customer Personal Data. Depending on how Customer uses the Services, Customer Personal Data may include:
4.5 Categories of Data Subjects. Data Subjects may include:
Further details are set out in Schedule 1 (Details of Processing).
5. Processing on Documented Instructions
5.1 Instructions. Evoto will Process Customer Personal Data only:
5.2 Instructions outside scope. If Evoto believes Customer’s instructions:
Evoto may notify Customer and request that Customer modifies such instructions. Evoto may decline to follow such instructions until the Parties have agreed appropriate instructions. If the Parties cannot agree, Customer’s sole remedy will be to terminate the affected Services in accordance with the Agreement.
5.3 Lawfulness of instructions. Taking into account the nature of the Processing and the information available to Evoto, Customer acknowledges that Evoto is not in a position to assess the lawfulness of Customer’s instructions. If Evoto becomes aware that Customer’s instructions likely infringe Data Protection Laws, Evoto will inform Customer without undue delay.
6. Confidentiality and Security
6.1 Confidentiality. Evoto will ensure that persons authorised to Process Customer Personal Data are subject to appropriate confidentiality obligations.
6.2 Security measures. Evoto will implement and maintain appropriate technical and organisational measures designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of Processing.
6.3 Security documentation. Evoto may from time to time make available high level descriptions of its security controls and practices (Security Documentation). Evoto may update the Security Documentation from time to time, provided that such updates do not materially diminish the overall level of protection for Customer Personal Data.
6.4 Customer responsibilities. Customer is responsible for:
7. Sub processors
7.1 General authorisation. Customer grants Evoto a general written authorisation to engage Sub processors to Process Customer Personal Data as reasonably necessary to provide the Services.
7.2 Sub-processor List. Evoto will maintain an up-to-date list of Sub-processors engaged in the Processing of Customer Personal Data under this DPA (Sub-processor List). The Sub-processor List will be made available at a dedicated and reasonably accessible web page identified in Evoto’s documentation or otherwise made available to Customer on request. The Sub-processor List will identify, for each listed Sub-processor, at least the Sub-processor’s name or categories, the general processing function or service provided relevant to the Processing of Customer Personal Data. The Sub-processor List may be integrated into a broader web page that also identifies other third-party service providers or recipients, provided that the Sub-processors subject to this DPA are clearly distinguished.
7.3 Changes for non EU, Swiss and UK transfers. For Processing of Customer Personal Data that is not subject to the EU GDPR, UK GDPR or Swiss FADP, Customer acknowledges and agrees that Evoto may update the Sub-processor List from time to time without providing individual advance notice to Customer. Customer is responsible for regularly reviewing the Sub-processor List. Continued use of the Services after an update constitutes Customer’s acceptance of the updated Sub-processor List.
7.4 Changes for EU, Swiss and UK transfers. To the extent Evoto’s use of Sub processors involves transfers of Customer Personal Data that are subject to the EU GDPR, Swiss FADP or UK GDPR and rely on Standard Contractual Clauses or similar transfer mechanisms required under those laws:
If the Parties cannot reach a mutually acceptable solution, Customer’s sole and exclusive remedy will be to cease using the affected Services or terminate the affected Services in accordance with the Agreement and receive a pro rated refund for any prepaid, unused fees for such terminated Services.
7.5 Sub processor obligations. Evoto will:
8. International Transfers
8.1 Locations. Customer understands and agrees that Customer Personal Data may be Processed in countries where Evoto, its affiliates or Sub processors operate, including the United States (for example on cloud infrastructure located in Oregon, USA).
8.2 Transfer mechanisms. Where Processing involves a transfer of Customer Personal Data from a jurisdiction that imposes restrictions on international transfers (for example the EEA, Switzerland, the United Kingdom, Brazil, or the Republic of Korea), Evoto will ensure that such transfers are made in compliance with the applicable Data Protection Laws, which may include:
8.3 EU and Swiss transfers. To the extent that Customer Personal Data subject to the EU GDPR or Swiss FADP is transferred from the EEA or Switzerland to Evoto in a country that does not provide an adequate level of protection and such transfer is not covered by another valid transfer mechanism, the Parties agree that the EU standard contractual clauses for transfers to processors in third countries under Commission Implementing Decision (EU) 2021/914 (EU SCCs) shall apply between Customer as data exporter and Evoto as data importer, in Module Two (controller to processor), as set out in Schedule 2 to this DPA. In the event of conflict between this DPA and the EU SCCs in respect of such transfers, the EU SCCs shall prevail to the extent required by Data Protection Laws.
8.4 UK transfers. To the extent that Customer Personal Data subject to the UK GDPR is transferred from the United Kingdom to Evoto in a country that does not provide an adequate level of protection and such transfer is not covered by another valid transfer mechanism, the Parties agree that the EU SCCs as set out in Schedule 2, together with the International Data Transfer Addendum to the EU Commission standard contractual clauses issued by the UK ICO (UK Addendum), as set out in Schedule 3, shall apply. In the event of conflict between this DPA and the UK Addendum in respect of such transfers, the UK Addendum shall prevail to the extent required by UK data protection law.
8.5 Supplementary measures. Where required by Data Protection Laws, Evoto will implement supplementary technical and organisational measures designed to ensure a level of protection essentially equivalent to that afforded in the originating jurisdiction, taking into account the nature of the Processing, the risks involved, and the information available to Evoto.
9. Assistance obligations
9.1 Data subject requests. Taking into account the nature of the Processing and the Services, Evoto will:
9.2 Personal Data Breach notification. Evoto will notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data and will provide information reasonably available to Evoto to assist Customer in meeting any notification obligations towards Supervisory Authorities and affected Data Subjects. Customer is responsible for determining whether notification is required under Data Protection Laws and for making such notifications.
9.3 Data protection impact assessments and prior consultation. Taking into account the nature of the Processing and the information available to Evoto, Evoto will provide reasonable assistance to Customer with any data protection impact assessments and prior consultations with Supervisory Authorities that are required under Data Protection Laws, in each case solely in relation to the Processing of Customer Personal Data by Evoto and the Services.
9.4 Costs. Except where Data Protection Laws expressly require Evoto to provide assistance at its own cost, Evoto may charge Customer a reasonable fee for assistance under this section 9 to the extent such assistance is not reasonably able to be provided through the Services or standard documentation.
10. Audit and information rights
10.1 Information and documentation. Upon written request and subject to reasonable confidentiality obligations, Evoto will make available to Customer information reasonably necessary to demonstrate Evoto’s compliance with this DPA, which may include Security Documentation, high level descriptions of technical and organisational measures, and summaries of independent assessments or audits where available.
10.2 Third party reports. Where Evoto obtains relevant third party security or privacy audit reports or certifications in the future, Evoto may, subject to a non disclosure agreement and reasonable redactions, make such reports or summaries available to Customer as part of Customer’s audit rights to the extent permitted by law.
10.3 Primary audit mechanism. Customer agrees that, except where a more extensive audit is expressly required by applicable Data Protection Laws or an applicable transfer mechanism, Customer will exercise its audit and inspection rights primarily through the information, documentation, certifications, summaries, and written responses made available by Evoto under this DPA, including reasonable responses to security and privacy questionnaires.
10.4 Additional audits where necessary. Where the information made available by Evoto is not reasonably sufficient for Customer to verify compliance with applicable Data Protection Laws in relation to the Processing of Customer Personal Data, Customer may request an additional audit or inspection. The Parties will first work in good faith to provide an alternative means of verification, which may include supplemental documentation, a conference call, an interview with relevant personnel, updated questionnaire responses, redacted audit materials, or a remote review.
10.5 On-site audits as a last resort. Only if the alternative means described above are not reasonably sufficient, and only to the extent required by applicable Data Protection Laws or an applicable transfer mechanism, Customer may conduct, or appoint an independent third-party auditor to conduct, an on-site audit of the relevant facilities, systems, and records used by Evoto to Process Customer Personal Data, subject to the following conditions:
10.6 Limitations and alternative compliance evidence. Nothing in this Section 10 requires Evoto to disclose information where such disclosure would create a material security risk, violate applicable law, or breach confidentiality obligations owed to other customers or third parties. Where Evoto reasonably limits or declines a specific audit request on that basis, the Parties will work in good faith to provide an alternative means of demonstrating compliance.
11. Return and deletion of data
11.1 During the term. During the term of the Agreement, Customer may use the self service features of the Services, where available, to download, export or delete Customer Personal Data.
11.2 Upon termination or expiry. Upon termination or expiry of the Agreement, Evoto shall, at the choice of Customer, return or delete all Customer Personal Data processed on behalf of Customer. Specifically:
11.3 Backups and logs. Customer acknowledges that residual copies of Customer Personal Data may remain in backups, archival systems, or system logs for a limited period after deletion from active systems. Any such retained data will be put beyond use, remain protected under this DPA, and will be deleted or overwritten in the ordinary course of business. Evoto will not process such retained data for any other purpose, unless strictly required by applicable law.
11.4 Korea-specific provisions. To the extent the Personal Information Protection Act of the Republic of Korea (PIPA) applies, the Parties acknowledge that this DPA is intended to satisfy the requirements applicable to an entrusted or commissioned processing arrangement under PIPA. In particular, this DPA is intended to describe:
Customer remains responsible for providing any notices, obtaining any consents, approvals, or other lawful bases, and making any disclosures required under PIPA in relation to Customer’s collection and use of Personal Information and its use of Evoto as an entrusted processor, except to the extent applicable law expressly imposes such obligations directly on Evoto.
11.5 Swiss specific provisions. To the extent the Swiss Federal Act on Data Protection (FADP) applies to transfers of Customer Personal Data from Switzerland, the EU standard contractual clauses set out in Schedule 2 shall apply together with the Swiss Adaptations to the EU SCCs set out in Schedule 2.
12. CCPA and similar laws
12.1 Service provider/contractor/processor restrictions. To the extent Customer Personal Data is subject to the CCPA/CPRA or a similar U.S. state privacy law and Evoto acts as a service provider, contractor, or processor with respect to such data, Evoto will:
12.2 Certification and cooperation. Evoto certifies that it understands and will comply with the restrictions applicable to it under this Section 12 when acting as a service provider, contractor, or processor, and will provide reasonable cooperation and information requested by Customer to the extent required for Customer to demonstrate compliance with applicable U.S. state privacy laws.
13. Liability, conflict and governing law
13.1 Subject to Agreement. The Parties agree that any liability arising out of or in connection with this DPA shall be subject to the limitations and exclusions of liability set out in the Agreement.
13.2 No expansion of liability. Nothing in this DPA shall be construed as creating additional or separate liability or increasing either Party’s total aggregate liability beyond what is expressly provided in the Agreement. To the fullest extent permitted by applicable law, the exclusions and limitations of liability set out in the Agreement apply to this DPA and to any claims arising out of or in connection with this DPA. Where the Agreement does not contain an enforceable limitation of liability applicable to claims under this DPA, Evoto’s total aggregate liability, whether in contract, warranty, tort (including negligence) or otherwise, arising out of or in connection with this DPA shall not exceed the most recent licensing fee paid by Customer to Evoto under the Agreement before the event giving rise to the liability. Nothing in this Section 13.2 limits liability to the extent such limitation is prohibited by applicable Data Protection Laws or the applicable transfer mechanism. These exclusions and limitations of liability survive expiration or termination of the Agreement, this DPA, and the Services.
13.3 Order of precedence. In the event of any conflict or inconsistency between this DPA and the Agreement, this DPA shall prevail solely with respect to the subject matter of data protection and privacy. In the event of any conflict between this DPA and any applicable standard contractual clauses or similar instruments executed by the Parties, such clauses or instruments shall prevail to the extent required by Data Protection Laws.
13.4 Governing law and jurisdiction. This DPA shall be governed by and construed in accordance with the law specified in the Agreement for the Evoto contracting entity. Without limiting the foregoing:
13.5 Incorporation and evidentiary record. Where this DPA is incorporated by reference into an online Agreement, the electronic records maintained by Evoto concerning Customer’s acceptance of the Agreement, account creation, order placement, renewal, or continued use of the relevant Services shall be admissible to demonstrate Customer’s acceptance of this DPA to the fullest extent permitted by applicable law.
13.6 Online identification of Customer/Exporter. Where Evoto’s standard online registration, checkout, or account management flow does not collect complete legal entity information for Customer, Customer and, where applicable, Customer as data exporter under Schedule 2 and Schedule 3, may be identified by any combination of the account holder name, registration email address, phone number, billing profile, order record, account identifier, or other binding electronic record associated with the relevant account or transaction, to the extent sufficient under applicable law to identify the relevant party and contact details.
This Annex forms part of the DPA and describes the Processing of Customer Personal Data by Evoto as Processor.
1. Subject matter and duration
2. Nature and purpose of Processing
3. Categories of Data Subjects
4. Categories of Personal Data
5. Special categories of Personal Data
6. Retention
EU STANDARD CONTRACTUAL CLAUSES
MODULE 2
TRANSFER CONTROLLER TO PROCESSOR (DCDP)
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
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 to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7 - Optional
Docking clause
(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
MODULE TWO: Transfer controller to processor
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and 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 of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. 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 approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and 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 (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:
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
MODULE TWO: Transfer controller to processor
(a) GENERAL WRITTEN AUTHORISATION 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 28 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the subprocessor(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. 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 subprocessor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the subprocessor to erase or return the personal data.
Clause 10
Data subject rights
MODULE TWO: Transfer controller to processor
(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.
MODULE TWO: Transfer controller to processor
(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
MODULE TWO: Transfer controller to processor
(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 thirdparty 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
MODULE TWO: Transfer controller to processor
(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
MODULE TWO: Transfer controller to processor
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(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
MODULE TWO: Transfer controller to processor
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:
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data 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:
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
MODULE TWO: Transfer controller to processor
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. The Parties agree that this shall be the law of the Netherlands.
Clause 18
Choice of forum and jurisdiction
MODULE TWO: Transfer controller to processor
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of the EU Member State in which the data exporter is established.
(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
EXPLANATORY NOTE: It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate annexes for each transfer/category of transfers and/or contractual relationship, where this transparency can be achieved through one set of annexes. However, where necessary to ensure sufficient clarity, separate annexes should be used.
Evoto EU SCCs Appendix – Annex I–III
This document sets out Annex I–III (Appendix Information) to the EU standard contractual clauses for transfers of personal data to processors in third countries (Module Two controller to processor) between Customer as data exporter and Evoto as data importer. The full text of the EU SCCs (Commission Implementing Decision (EU) 2021/914) is incorporated by reference.
Swiss Adaptations to the EU SCCs
To the extent that the Processing of Customer Personal Data is subject to the Swiss Federal Act on Data Protection (FADP), the Parties agree that the EU SCCs incorporated in Schedule 2 shall apply to transfers of Customer Personal Data from Switzerland with the following adaptations:
Annex I A – List of Parties
Data exporter:
Data importer:
Annex I B – Description of transfer
Categories of data subjects whose personal data is transferred:
Categories of personal data transferred:
Sensitive data transferred (if applicable):
Frequency of transfers:
Nature of processing:
Purpose(s) of the data transfer and further processing:
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
For transfers to sub processors, subject matter, nature and duration of the processing:
Annex I C – Competent supervisory authority
Annex II – Technical and organisational measures to ensure the security of the data
Evoto implements technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data.
These measures include, in particular:
These measures may be updated from time to time, provided such updates do not materially diminish the overall level of protection for customer personal data.
Annex III – List of sub processors
Evoto has the data exporter’s general authorisation to engage sub processors. Categories of sub processors include:
Evoto maintains an up to date list of specific sub processors (including their roles and locations) in a dedicated Sub-processor List in its documentation or on a dedicated web page and will make this information reasonably available to the data exporter upon request and, where required, in accordance with Clause 9 of the EU SCCs.
Standard Data Protection Clauses to be issued by the Commissioner under S119A(1) Data Protection Act 2018
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.
1. Start date As set out in the applicable Agreement, order form, account record, or other binding electronic acceptance record between the Parties.
2. The Parties
3. Exporter details
4. Importer details
5. Key Contacts
6. Method of execution
1. Addendum EU SCCs The Approved EU SCCs for the purposes of this Addendum are the Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021, Module Two (Controller to Processor), as set out in Schedule 2 to this document (including Annex I–III) (the “Approved EU SCCs”).
2. Date of the Approved EU SCCs: 17 March 2026.
3. Reference (if any): Schedule 2 to this document.
4. Module(s) in operation Module Two (Controller to Processor).
5. Clause 7 (Docking Clause) Clause 7 (Docking Clause) is included as set out in the Approved EU SCCs.
6. Clause 9(a) (Prior authorisation or General authorisation) The Parties agree on general authorisation for Sub-processors.
7. Clause 9(a) (Time period) The time period for prior notice of changes to Sub-processors is 30 days, as set out in the Approved EU SCCs and the DPA.
8. Is personal data received from the Importer combined with personal data collected by the Exporter? If applicable, this will be specified in the Agreement or other written instructions between the Parties.
“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:
1. Annex 1A: List of Parties: As set out in Annex I.A of Schedule 2 to this document.
2. Annex 1B: Description of Transfer: As set out in Annex I.B of Schedule 2 to this document.
3. Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: As set out in Annex II of Schedule 2 to this document.
4. Annex III: List of Sub-processors (Modules 2 and 3 only): As set out in Annex III of Schedule 2 to this document.
1. Ending this Addendum when the Approved Addendum changes
2. Which Parties may end this Addendum as set out in Section 19: The Exporter and Importer may each end this Addendum as set out in Section 19 of the Mandatory Clauses.
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.
1. 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:
2. 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.
3. If the provisions included in the Addendum EU SCCs amend the Approved EU 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.
4. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
5. 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.
6. 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.
1. 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.
2. 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.
3. 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.
1. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
2. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
3. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
4. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.