ReloQuest Data Processing Addendum

This Supplier Data Processing Addendum (“Addendum”) forms part of, and is hereby incorporated into, the ReloQuest Terms of Service and Privacy Policy (“Principal Agreement”) by and between: (i) the Customer accepting this Addendum (“Customer”) acting on its own behalf and as agent for each Customer Affiliate; and (ii) ReloQuest, Inc. (“ReloQuest”, and collectively with Customer, the “Parties” and each, a “Party”) acting on its own behalf and as agent for each ReloQuest Affiliate, and is made effective as of the date Customer click-accepts this Addendum (“Effective Date”).

In consideration of the mutual obligations set forth in this Addendum, Customer and ReloQuest hereby agree as follows:

Except as modified below, the terms of the Principal Agreement shall remain in full force and effect and this Addendum is hereby incorporated into and made a part of the Principal Agreement by reference. Except as referenced below, Annex 1, Annex 2, Appendix 1 and Appendix 2 to this Addendum referenced below are hereby incorporated into and made a part of this Addendum by reference. Except where the context requires otherwise, references in this Addendum to the Principal Agreement are to the Principal Agreement as amended by, and including, this Addendum.

1. Definitions

   1. The following capitalized terms shall have the meanings set forth below, and their cognate terms shall be construed
      accordingly. Capitalized terms not defined in this Addendum shall have the meaning set forth in the Principal Agreement:
      1. “Affiliate” means an entity which Processes any Personal Data, or which is otherwise considered a controller or processor under the GDPR as related to any Personal Data, and which owns or controls, is owned or controlled by or is or under common control or ownership with a Party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
      2. “Applicable Laws” means (a) European Union or Member State laws with respect to any Personal Data in respect of which a Party or Affiliate is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Personal Data in respect of which a Party or Affiliate is subject to any other Data Protection Laws;
      3. “Contracted Processor” means Processor and/or Subprocessor, as applicable;
      4. “Controller” means the Party and/or Affiliate(s), as applicable determined by the provisions of the GDPR as applied to each individual act of Processing, which determine(s) the purposes and means of the Processing of Personal Data;
      5. “Data Protection Laws” means, to the extent applicable, EU Data Protection Laws and the data protection or privacy laws of the United States;
      6. “EEA” means the European Economic Area;
      7. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
      8. “GDPR” means EU General Data Protection Regulation 2016/679;
      9. “Personal Data” shall have the same meaning as defined in the GDPR, except that Personal Data as used in this Addendum shall only refer to Personal Data which has been, or is intended to be, Processed by a Contracted Processor pursuant to or in connection with the Principal Agreement;
      10. “Processor” means the Party and/or Affiliate(s), as applicable determined by the provisions of the GDPR as applied to each individual act of Processing, which Process(es) Personal Data on behalf of the Controller;
      11. “Restricted Transfer” means a transfer of Personal Data between Controller and Processor, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses;
      12. “Services” means both (1) the services and other activities to be supplied to or carried out by or on behalf of Supplier for Company pursuant to the Principal Agreement; and (2) the services and other activities to be supplied to or carried out by or on behalf of Company for Supplier pursuant to the Principal Agreement;
      13. “Standard Contractual Clauses” means the contractual clauses set forth in Annex 2, including Appendix 1 and Appendix 2, as amended pursuant to Section 13.4, which shall be removed from this Addendum and of no effect unless applicable pursuant to Section 12; and
      14. “Subprocessor” means any person or entity (including any third party and any Supplier Affiliate, but excluding an employee or sub-contractor of Supplier) appointed by or on behalf of Supplier or any Supplier Affiliate to Process Requestor Personal Data in connection with the Principal Agreement. For the purpose of clarity, Subprocessor does not include Requestor;
   2. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as defined in the GDPR, and their cognate terms shall be construed accordingly.

2. Authority

   Each Party represents and warrants that, before any Affiliate of such Party Processes any Personal Data, such Party’s entry into this Addendum as agent for and on behalf of such Affiliate will have been duly and effectively authorized (or subsequently ratified) by such Affiliate.

3. Processing of the Personal Data

   1. Processor shall:
      1. comply with all applicable Data Protection Laws in the Processing of the Personal Data; and
      2. not Process the Personal Data other than on Controller’s documented instructions and consistent with the restrictions and limitations on Controller set forth in the Principal Agreement, unless Processing is required by Applicable Laws to which Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Controller of such legal requirement before the relevant Processing of such Personal Data.
   2. Controller instructs Processor (and authorizes Processor to instruct each Subprocessor) to:
      1. instructs Supplier and each Supplier Affiliate (and authorizes Supplier and each Supplier Affiliate to instruct each Subprocessor) to:
         1. Process the Personal Data; and
         2. in particular, transfer the Personal Data to any country or territory,

         as reasonably necessary for the provision of the Services and consistent with the Principal Agreement.

   3. Annex 1 to this Addendum sets out certain information regarding the Contracted Processors’ Processing of the Personal Data as required by Article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Either Party may make reasonable amendments to Annex 1 by written notice to the other Party from time to time as the noticing Party reasonably considers necessary to meet those requirements. Nothing in Annex 1 (including as amended pursuant to this Section 3.3) confers any right or imposes any obligation on either Party or their Affiliates.

4. Contracted Processor Personnel

   Processor shall be responsible for any employee, agent or contractor of any Contracted Processor who may have access to the Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

5. Security

   1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
   2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by the Processing, in particular from a Personal Data Breach.

6. Subprocessing

   1. Controller authorizes Processor and each Subprocessor appointed in accordance with this Section 6 to appoint Subprocessors in accordance with this Section 6 and any restrictions in the Principal Agreement.
   2. Processor may continue to use those Subprocessors already engaged by Processor as at the Effective Date, subject to Processor in each case as soon as practicable meeting the obligations set out in Section 6.4.
   3. Processor shall give Controller prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within 30 days of receipt of that notice, Controller notifies Processor in writing of any objections (on reasonable grounds) to the proposed appointment:
      Processor shall not appoint (nor disclose any Personal Data to) the proposed Subprocessor except with the prior written consent of Controller.
   4. With respect to each Subprocessor, Processor shall:
   5. Processor shall ensure that each Subprocessor performs the obligations under Sections 3.1, 4, 5, 7.1, 8.2, 9, 10 and 11 as they apply to Processing of the Personal Data carried out by such Subprocessor, as if such Subprocessor were party to this Addendum in place of Processor.

7. Data Subject Rights

   1. Taking into account the nature of the Processing of the Personal Data, Processor shall assist Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Controller’s obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
   2. Processor shall:
      1. promptly notify Controller if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of the Personal Data; and
      2. ensure that the Contracted Processor does not respond to any request except on the documented instructions of Controller or as required by Applicable Laws to which the Contracted Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Controller of such legal requirement before the Contracted Processor responds to the request.

8. Personal Data Breach

   1. Processor shall notify Controller without undue delay upon any Contracted Processor becoming aware of a Personal Data Breach affecting the Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Such notification shall at a minimum:
      1. describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;
      2. communicate the name and contact details of Processor’s data protection officer or other relevant contact from whom more information may be obtained;
      3. describe the likely consequences of the Personal Data Breach; and
      4. describe the measures taken or proposed to be taken to address the Personal Data Breach.
   2. Processor shall cooperate with Controller and take such reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach affecting the Personal Data

9. Data Protection Impact Assessment and Prior Consultation

   Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller reasonably considers to be required of Controller by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to the Processing of the Personal Data by, and taking into account the nature of the Processing and information available to, the applicable Contracted Processor(s).

10. Deletion or return of the Personal Data

    1. Subject to Sections 10.2 and 10.3, Processor shall promptly and in any event within thirty (30) days of the date of cessation of any Services involving the Processing of the Personal Data (“Cessation Date”), delete and procure the deletion of all copies of such Personal Data.
    2. Subject to Section 10.3, Controller may in its absolute discretion by written notice to Processor within thirty (30) days of the Cessation Date require Processor to (a) return a complete copy of all Personal Data to Controller by secure file transfer in such format as is reasonably notified by Controller to Processor; and (b) delete and procure the deletion of all other copies of Personal Data Processed by any Contracted Processor. Processor shall comply with any such written request within thirty (30) days of the Cessation Date.
    3. Each Contracted Processor may retain Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws and always provided that Processor shall ensure the confidentiality of all such Personal Data and shall ensure that such Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.
    4. Processor shall provide written certification to Controller that Processor has fully complied with this Section 10 within thirty (30) days of the Cessation Date.

11. Audit Rights

    1. Subject to Sections 11.2 and 11.3, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by Controller or an auditor mandated by Controller in relation to the Processing of the Personal Data by the Contracted Processors.
    2. Information and audit rights of Controller only arise under Section 11.1 to the extent that the Principal Agreement does not otherwise give Controller information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, Article 28(3)(h) of the GDPR).
    3. Controller shall give Processor reasonable notice of any audit or inspection to be conducted under Section 11.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Contracted Processors’ premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:
       1. to any individual unless he or she produces reasonable evidence of identity and authority;
       2. outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Controller has given notice to Processor that this is the case before attendance outside those hours begins; or
       3. for the purposes of more than one audit or inspection, in respect of each Contracted Processor, in any calendar year, except for any additional audits or inspections which:
          1. Controller reasonably considers necessary because of genuine concerns as to Contracted Processor’s compliance with this Addendum; or
          2. Controller is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory,

          where Controller has identified its concerns or the relevant requirement or request in its notice to Processor of the audit or inspection.

12. Restricted Transfers

    1. Subject to Section 12.3, Customer and/or each Customer Affiliate, as applicable, (as “data exporter”) and ReloQuest (as “data importer”) hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from Customer or Customer Affiliate, as applicable, to ReloQuest.
    2. The Standard Contractual Clauses shall come into effect under Section 12.1 on the later of:
       1. the data exporter becoming a party to them;
       2. the data importer becoming a party to them; and
       3. commencement of the relevant Restricted Transfer.
    3. Section 12.1 shall not apply to a Restricted Transfer, and Section 12.1, Annex 2, Appendix 1 and Appendix 2 shall be removed from this Addendum and of no effect, unless the effect of Section 12.1, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.

13. General Terms

    1. Without prejudice to clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses, as applicable:
       1. the Parties hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or Claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
       2. this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement.
    2. Nothing in this Addendum reduces either Party’s obligations under the Principal Agreement in relation to the protection of Personal Data or permits either Party to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Principal Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, if applicable, this Addendum shall prevail.
    3. Subject to Section 13.2, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the Parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, accepted on behalf of the Parties) agreements entered into or purported to be entered into after the Effective Date, the provisions of this Addendum shall prevail.
    4. Either Party may:
       1. by at least thirty (30) calendar days’ written notice to the other Party from time to time make any variations to the Standard Contractual Clauses, if applaicble, as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law; and
       2. propose any other variations to this Addendum which the proposing Party reasonably considers to be necessary to address the requirements of any Data Protection Law.
    5. If either Party gives notice under Section 13.4.1:
       1. The receiving Party shall promptly cooperate (and ensure that any affected Subprocessors promptly cooperate) to ensure that equivalent variations are made to any agreement put in place under Section 6.4.3; and
       2. The receiving Party shall not unreasonably withhold or delay agreement to any consequential variations to this Addendum proposed by the proposing Party to protect the Contracted Processors against additional risks associated with the variations made under Section 13.4.1 and/or 13.5.1.
    6. If either Party gives notice under Section 13.4.2, the Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in the notice as soon as is reasonably practicable.
    7. Neither Party shall require the consent or approval of any Affiliate to amend this Addendum pursuant to Section 13.4 and/or 13.5 or otherwise.
    8. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
    9. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single document. This Addendum may be executed in electronic format and with digital signatures, each Party reserves the right to maintain an executed copy of this Addendum in electronic form only, and each Party hereby agrees that a print-out of such electronic form of this Addendum will be deemed an original for all purposes relating to the enforceability of this Addendum.
    10. Section 10 of this Addendum and, if applicable, Clause 12 of the Standard Contractual Clauses, and all rights and duties thereunder shall forever survive any termination or expiration of this Addendum.

ANNEX 1: DETAILS OF PROCESSING OF THE PERSONAL DATA

This Annex 1 includes certain details of the Processing of the Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of the Personal Data

• Set forth in the Principal Agreement and this Addendum.

The nature and purpose of the Processing of the Personal Data

• Providing corporate and private temporary housing sourcing services.

The types of Personal Data to be Processed

• Name, address, phone number, email address, citizen identification, employee identification number, date of birth, marital status.

The categories of Data Subject to whom the Personal Data relates

• Employees of Customers who provide their information through the ReloQuest Service on behalf of the applicable Customer.
• Owners and/or managers of temporary housing offered by Customers.
• Private individuals receiving temporary housing sourcing services.

The obligations and rights of each Party

• Set forth in the Principal Agreement and this Addendum.

ANNEX 2: STANDARD CONTRACTUAL CLAUSES

Standard Contractual Clauses (processors)

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 [This opening recital is deleted if these Clauses are not governed by the law of a member state of the EEA.]

And

Name of the data importing organisation: ReloQuest, Inc.
Address: 1398 SW 160th Ave., Suite 205, Sunrise, FL 33326
Tel.: 1-855-735-6778;
e-mail: GDPR@reloquest.com

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.

Background

The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal data incidental thereto, subject to the data importer’s acceptance of, and compliance with, the terms of these Clauses.

Clause 1

Definitions

For the purposes of the Clauses:

1. ‘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; [If these Clauses are governed by a law which extends the protection of data protection laws to corporate persons, the words “except that, if these Clauses govern a transfer of data relating to identified or identifiable corporate (as well as natural) persons, the definition of “personal data” is expanded to include those data” are added.]
2. ‘the data exporter’ means the controller who transfers the personal data;
3. ‘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; [If these Clauses are not governed by the law of a Member State, the words “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” are deleted.]
4. ‘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;
5. 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;
6. ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized 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:

1. 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;
2. 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;
3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
4. 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, unauthorized 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;
5. that it will ensure compliance with the security measures;
6. 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; [If these Clauses are not governed by the law of a Member State, the words “within the meaning of Directive 95/46/EC” are deleted.]
7. 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;
8. 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;
9. 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
10. that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

1. 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;
2. 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;
3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
4. that it will promptly notify the data exporter about:
   1. 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,
   2. any accidental or unauthorized access, and
   3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
5. 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;
6. 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;
7. 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;
8. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
9. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
10. 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:
   1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
   2. 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. 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.

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and accepted by the parties. 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:

Data importer

The data importer is:

• ReloQuest, Inc.

Data subjects

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

• Employees from corporate clients who are authorized to receive temporary housing sourcing services
• Private individuals receiving temporary housing sourcing services

Categories of data

The personal data transferred concern the following categories of data:

• Name, address, phone number, email address, citizen identification, date of birth, marital status

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data:

• Not applicable

Processing operations

The personal data transferred will be subject to the following basic processing activities:

• Used in the delivery of temporary housing sourcing services.

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and accepted by the parties.

Add description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(c) and 5(c):

MINIMUM SECURITY MEASURES IMPLEMENTED BY DATA IMPORTER

1. Processing of personal data must take place on data processing systems for which technical and organizational measures for protecting personal data have been implemented. Data importer shall take all measures required for the processing of the personal data on data importer’s data processing systems in accordance with the applicable data protection law, provided that, having regard for the state of technological development and the cost of implementing such measures, the measures must ensure a level of security appropriate to the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.
2. Data importer shall implement measures designed to:
   1. Deny unauthorized persons access to the data processing equipment used for processing the personal data (equipment access control);
   2. Prevent the unauthorized reading, copying, modification or removal of data media (data media control);
   3. Prevent unauthorized input of personal data and the unauthorized inspection, modification or deletion of stored personal data (storage control);
   4. Prevent the use of automated data processing systems by unauthorized persons using data communication equipment (user control);
   5. Ensure that persons authorized to use an automated data processing system only have access to the personal data covered by their access authorization (data access control);
   6. Ensure that it is possible to verify and establish to which individuals personal data has been or may be transmitted or made available using data communication equipment (communication control);
   7. Ensure that it is subsequently possible to verify and establish which personal data has been put into automated data processing systems and when and by whom the input was made (input control);
   8. Prevent the unauthorized reading, copying, modification or deletion of personal data during transfer of that personal data or during transportation of data media (transport control);
   9. Ensure that installed systems may, in case of interruption, be restored (recovery); and
   10. Ensure that the functions of the system perform, that the appearance of faults in the functions is reported (reliability) and that stored personal data cannot be corrupted by means of a malfunctioning of the system (integrity).

Last Updated: February 12, 2020