For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, the data exporter and the data importing organisation: Sansan, Inc., whose principal place of business is located at Aoyama Oval Building 13F 5-52-2 Jingu-Mae, Shibuya-ku Japan 150-0001, Japan (“data importer”), each a “party”; together “the parties”, HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1
Definitions
For the purposes of the Clauses:
- (a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data*1;
- (b) 'the data exporter' means the controller who transfers the personal data;
- (c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
- (d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
- (e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
- (f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3
Third-party beneficiary clause
- 1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- 2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- 3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- 4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:
- (a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
- (b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
- (c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
- (d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
- (e) that it will ensure compliance with the security measures;
- (f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
- (g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
- (h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
- (i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
- (j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the data importer*2
The data importer agrees and warrants:
- (a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- (b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- (c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
- (d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so; - (e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
- (f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
- (g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
- (h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
- (i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
- (j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
Clause 6
Liability
- 1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
- 2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities. - 3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
- (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
- (b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
- 1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
- 2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- 3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9
Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11
Subprocessing
- 1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses*3. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
- 2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- 3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- 4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Clause 12
Obligation after the termination of personal data processing services
- 1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
- 2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
Note:
*1 Parties may reproduce definitions and meanings contained in Directive 95/46/EC within this Clause if they considered it better for the contract to stand alone.
*2 Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.
*3 This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
- Data exporter
- The data exporter is (please specify briefly your activities relevant to the transfer):
The data exporter is a company/person wishing to make use of the data importer’s customer relationship management system to organise and manage its client details.
- Data importer
- The data importer is (please specify briefly activities relevant to the transfer):
The provider of a customer relationship management system.
- Data subjects
- The personal data transferred concern the following categories of data subjects (please specify):
The data exporter’s clients.
- Categories of data
- The personal data transferred concern the following categories of data (please specify):
Business card contact information.
- Special categories of data (if appropriate)
- The personal data transferred concern the following special categories of data (please specify):
Not applicable.
- Processing operations
- The personal data transferred will be subject to the following basic processing activities (please specify):
The business card information will be converted into data, and then entered into the customer relationship management system database, for accessing by the data exporter.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
This Appendix will: a) outline some of Sansan's policies in place which are designed to keep personal data secure; and b) provide a summary of the controls implemented to achieve this aim.
- A)Policies
- Sansan's privacy policy
Sets out requirements relating to the way Sansan acquires, uses, stores and shares personal data and Sansan will properly handle personal information in accordance with this policy to meet customers' expectations and requests for the recognition of privacy. - Sansan's Information Risk Management Policy
Sets out requirements for the maintenance and protection of information relating to the way Sansan/data importer maintains and protects all of the information, including personal data, it uses or stores in accordance with this value sensitivity and the risks to which it is exposed, and in a manner consistent with legal, regulatory and contractual requirements. - Sansan's IT Policy
Sets out the minimum technology requirements. The Data importer has established and maintains an information security program, supported by policies, standards, and procedures designed to protect data exporter's information assets according to the sensitivity, criticality, and value of such assets, and in accordance with applicable business and legal requirements.
Data importer provides employee education in connection with this information security program.
Data importer employs physical access control measures and admission control measures (personal user log-in when entering the system, password procedures minimum of 8 characters, automated screen locks after a defined period of inactivity, password protected screen savers, etc.) for preventing data processing systems from being accessed or used without authorization. - Sansan's retention Policy
Sansan has procedures in the event of the expiration of duration or the termination as follows;
Sansan destroys any and all personal information in the Entrusted data.
- B)Technical and Organisational Security Measures
- Organisation
- Sansan's policies are designed to ensure that technical and organisational security measures are in place to protect personal data and there are dedicated teams or managers within each business unit responsible for security.
- Staff Roles and Responsibilities
- Successful job applicants are required to complete a pre-employment screening at Sansan. All staff are also required to complete regular training to understand their responsibilities with regards to the security of personal data. The premises where all data exporter data is stored or accessed have security guards or alternative ID controlled access.
- Incident Management
- Sansan has in place incident management procedures which specify how and when information loss and suspicious activity are reported. Sansan keeps records of any kind of incident report and any remedial actions taken.
Procedures exist to identify, report, and act upon system security breaches and other incidents.
Procedures exist to provide that issues of noncompliance with system availability, confidentiality of data, processing integrity and related security policies are promptly addressed and that corrective measures are taken on a timely basis.
- Data Leakage Controls
- Sansan has a number of controls in place to minimise the risk of data loss and leakage which includes destroying all business cards once details have been uploaded to the platform. Sansan uses HTTPS encryption when data is transferred back to the data exporter. Sensitive data is encrypted when it is stored on a database server e.g. password and tokens.
Within our own managed Production Network, we do not encrypt data at rest, but protect it in a variety of other ways instead. These include strict access control, zone segmentation whereby databases exist only in the highest zone of trust, robust monitoring and logging, use of Firewalls, logical data segregation via globally unique Customer IDs attached to each piece of data, and a dedicated Security team.
- Backup Copies and Recovery
- Sansan has procedures in place for making back-up copies and for recovering personal data.
- Access to Information Systems
- Sansan has agreements in place for the exchange of information between Sansan and relevant third parties such as suppliers.
Sansan undertakes regular audit and conformance testing against its third party suppliers.
- User Access
- Sansan will not review, share, distribute, or reference any such Customer Data except as provided in the Agreement, or as may be required by law. Sansan may access Customer Data only for the purposes of providing the services, preventing or addressing service or technical problems, at a Customer’s request in connection with customer support matters, or as may be required by law.
- Physical Access
- Sansan shall appoint a person in charge to securely manage the Customer's personal information, including, but not limited to, preventing the leakage, loss, or damage of the information provided from the Customer, and shall take required and appropriate measures on the information management.
- Physical security control measures
- The physical security control measures mean the measures of the control for entering and leaving a building (room) and of the prevention of personal data theft, etc.
1) Implementing the control for entering and leaving a building (room)
•Implementation of the work handling personal data in a room that is physically protected by the control for entering and leaving a building (room)
•Installation of the information system, etc. handling personal data in a room, etc. that is physically protected by the control for entering and leaving a building (room)
2) Preventing theft, etc.
•Prohibition of leaving documents, mediums, and portable computers, etc. with personal data on a desk or in a car, etc.
•Prevention of peek by starting a screen saver with a password, etc. when leaving desk
•Locked storage of medium with personal data
•Separate storage between the personal data containing name, address, e-mail address, etc. and other personal data
•Prohibition of leaving the operation manual of information system handling personal data on a desk
3) Physically protecting equipments and devices, etc.
•Physical protection of the equipments and devices, etc. handling personal data from the security control threat (for instance, theft, destruction, and damage) and from the environmental threat (for instance, water leakage, fire, and power stoppage)
- Third Party Service Providers
- Sansan shall be able to consign all or part of the work on the Text Data Conversion of this Service to the third parties, in accepting this contract, it shall be deemed to be provided the prior written consent of the data exporter. Where Sansan consignes its obligations under the Clauses, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on Sansan under the Clauses, and Sansan shall be liable for any damage arising out of or in connection with the consignment.
Necessary and appropriate supervision measures
1) Selection of trustees
2) Conclusion of entrustment contract which sets out the following matters:
3) Clarification of the responsibilities of entruster and trustee
4) Matters regarding the security control of personal data
•Matters regarding the prevention of the leakage of personal data and the prohibition of the fraudulent use of personal data
•Prohibition of process and use beyond the scope of entrustment contract
•Prohibition of copy and duplicate beyond the scope of entrustment contract
•Contract period
•Matters regarding the return, erasure, and disposal of personal data after the expiration of an entrustment contract
5) Matters regarding reentrustment
•Report in writing to an entruster when reentrusting
6) Contents of the reports and when to submit it regarding the status of handling personal data by the trustee
7) Confirmation that the provisions of contract are duly observed (for instance, an information security audit, etc. is performed)
8) Measures when the provisions of contract are not observed
•Matters regarding report and communication when a security incident or accident occurs
9) Comprehension of the state of handling of personal data by the trustee
- Storage of Personal Data
- Sansan will store the data in Japan or other locations deemed necessary or approproate.
- Disposal of Personal Data
- Sansan has disposal procedures in the event of the expiration of duration or the termination as follows;
Sansan destroys any and all personal information in the Entrusted data.