Version Date: July 10, 2026
This Data Processing Addendum (“DPA”) is a legal agreement between you (“You”, “Your”, or “Customer”) and Syncfusion, Inc., a Delaware corporation with its principal place of business located at 2501 Aerial Center Parkway, Suite 111, Morrisville, NC 27560 (“Syncfusion”).
This DPA is incorporated into and made part of the specific Terms of Use or Software License Agreement for the applicable Licensed Product (herein referred to as the “Agreement”). The Parties agree that the terms and conditions set forth below in this DPA govern the processing of Customer Personal Data. Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA will prevail only to the extent that conflict is in connection with the processing of Customer Personal Data.
Essential Studio, Bold BI Embedded, and Bold Reports Embedded (“Excluded Products”) are specifically excluded from this DPA. In connection with Your use of Excluded Products, this software is downloaded for use on Your own systems and doesn’t have data collection points or phone home functionality.
WHEREAS
Customer is Data Controller or equivalent as defined under Applicable Data Privacy Laws
Syncfusion is Data Processor or equivalent as defined under Applicable Data Privacy Laws.
Customer and Syncfusion seek to implement a DPA that complies with the requirements of Applicable Data Privacy Laws in relation to Data Processing. Syncfusion will act as a Processor for Customer soley to fulfill its obligations to Customer under the Agreement, including this DPA.
1. Definitions and Interpretation
1.1 “Applicable Data Protection Laws” means all applicable laws, regulations, and other legally binding requirements in any jurisdiction relating to privacy, data protection, data security, breach notification, that apply to Syncfusion’s Processing of Personal Data, including, without limitation, to the extent applicable, the General Data Protection Regulation (“EU GDPR”); the United Kingdom Data Protection Act of 2018 (“UK GDPR”); the Swiss Federal Act on Data Protection (“FADP”); and all laws and regulations, including laws and regulations of the European Union, the EEA and their member states, applicable to the Processing of Personal Data under this DPA and the Agreement.
1.2 “Customer Personal Data”, “Customer Data” or “Processed Data” means any Personal Data Processed by the Processor on behalf of Customer pursuant to or in connection with this DPA;
1.3 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” (or equivalent terms) have the meanings set forth under Applicable Data Protection Laws.
1.4 “Contracted Processor” means a Subprocessor;”
1.5 “DPA” means this Data Processing Addendum;
1.6 “Data Transfer” means:
1.6.1 A transfer of Customer Personal Data from Customer to Syncfusion; or
1.6.2 A transfer of Customer Personal Data from the Customer to a Contracted Processor; or
1.6.3 An onward transfer of Customer Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Applicable Data Protection Laws
1.7 “EEA” means the European Economic Area;
1.8 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.9 “EU GDPR” means EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (as applicable and in force across the European Union) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) as amended, replaced or superseded.
1.10 “EU Standard Contractual Clauses” or “EU SCCs” means (i) where the EU GDPR applies, the Standard Contractual Clauses for the Transfer of Customer Personal Data to Third Countries approved by the European Commission Decision of 4 June 2021 (Controller to Processor, Module 2), as attached to this DPA as Schedule 1; or (ii) where the UK GDPR applies, the EU Standard Contractual Clauses (controller to processor, Module 2), as supplemented by the UK Addendum.
1.11 “Licensed Product” has the same meaning as in the Agreement.
1.12 “UK Addendum” means the United Kingdom’s Data Transfer Addendum to the EU Standard Contractual Clauses available at https://ico.org.uk/for-organisations/guide-to-dataprotection/guide-to-the-general-data- protection-regulationgdpr/international-data-transfer-agreement-and-guidance/.
1.13 “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018 (defined below).
1.14 “UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the United Kingdom including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Commissioner or other relevant regulatory authority and which are applicable to a party.
1.15 “Subprocessor” means any person appointed by or on behalf of Processor to process Customer Personal Data on behalf of the Customer in connection with this DPA.
2. Scope and Purposes of Processing
2.1 Depending on Applicable Data Protection Laws, Customer is a Controller or Business and Syncfusion is a Processor or Service Provider with respect to Syncfusion’s Processing to provide services under the Agreement. This DPA applies to Syncfusion’s Processing of Personal Data on Customer’s behalf for the provision of Syncfusion Services as specified under the Agreement.
2.2 The term of this DPA will follow the subscription license term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement or Applicable Data Protection Laws, as applicable. Furthermore, such Agreement terms related to liability, arising out of or relating to this DPA, will be subject to the relevant limitations of liability set out in the Agreement.
2.3 The scope, nature, purposes, and duration of processing, the types of Personal Data Processed, and the Data Subjects concerned are set forth in this DPA.
2.4 Customer’s contact details and signature are as provided in the Agreement, Annex A of this DPA or as published publicly on their official website. Syncfusion’s contact details are as provided in our Privacy Policy or Annex A of this DPA.
2.4.1 The details provided in Annex A are deemed to satisfy any requirement to provide such details under Applicable Data Protection Laws.
3. Processing of Customer Personal Data
3.1 Processor shall:
3.1.1 Use best efforts to comply with all Applicable Data Protection Laws in the Processing of Customer Personal Data; and
3.1.2 Process Customer Personal Data in accordance with the Controller’s instructions below in Section 3.2.
3.2 Controller Instructions:
3.2.1 The Parties agree that Processor will process Customer Data for the purposes of performing a contract, compliance with legal obligations, and/or legitimate business interests.
3.2.2 The Parties agree that this DPA, together with Customer’s use of the Licensed Products in accordance with the terms and conditions of their respective Agreements, constitute your complete instructions to Processor in relation to the Processing of Customer Data.
3.2.3 Processor is not responsible for compliance with any Applicable Data Protection Laws solely applicable to Customer or Customer’s industry or jurisdiction that are not generally applicable to Processor.
4. Processor Personnel
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of this DPA, 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
5.1 Customer is responsible for independently determining whether the data security provided in relation to Customer’s use of the Licensed Products adequately meets Customer’s obligations under Applicable Data Protection Laws. Customer is also responsible for its secure use of the Licensed Products, including protecting the security of Personal Data in transit in connection with such use (including to securely backup or encrypt any such Personal Data).
5.2 Processor will implement and maintain appropriate technical and organizational measures to protect Customer Personal Data from Data Breaches.
6. Subprocessing
6.1 Processor will only appoint (or disclose any Customer Personal Data to) any Subprocessor for the purposes stated in Section 3.2.1.
6.2 Customer agrees that any Subprocessors listed on the applicable Licensed Product’s websites under “Subprocessors” are authorized; such lists may be updated from time to time.
6.3 Processor is responsible to ensure that sub-processors maintain sufficient guarantees to implement appropriate technical and organizational measures and that these are contractually imposed on the sub processor; Syncfusion is fully responsible to the Controller for the performance of the sub processor’s obligations.
7. Data Subject Rights
7.1 Processor shall assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible, as described below.
7.2 Processor shall:
7.2.1 Promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
7.2.2 Ensure that it does not respond to that request except on the documented instructions of Customer or as required by applicable laws to which the Processor is subject, in which case Processor shall to the extent permitted by applicable laws.
8. Personal Data Breach
8.1 Processor shall notify Customer without undue delay upon Processor becoming aware of a Personal Data Breach affecting Customer Personal Data. Such notification will include information a Processor must provide to a Controller under Article 33(3) of EU GDPR and UK GDPR to the extent such information is reasonably available to Syncfusion.
8.2 Processor shall cooperate with Customer and take reasonable commercial steps as directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
9. Data Protection Impact Assessment and Prior Consultation
Processor shall provide reasonable assistance to Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which are reasonably considered to be required by article 35 or 36 of the EU GDPR and UK GDPR or equivalent provisions of any Applicable Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
10. Termination
10.1 Upon Termination of the subscription license term, Syncfusion will delete Customer Personal Data at the end of provision of processing services and delete all copies in line with the retention period specified in the Agreement of the Licensed Product, unless otherwise required by Applicable Data Protection Laws or other Legal Requirements for Retention or storage of such data is required.
10.2 Retention Period for Data will be as agreed to in the Agreement of the Licensed Product.
10.3 This DPA will terminate automatically upon termination of the subscription license.
11. Audit rights
11.1 Subject to this Section 11, Processor shall make available to the Customer on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by the Contracted Processors.
11.2 Information and audit rights of the Customer only arise under section 11.1 to the extent that the DPA does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11.3 If Customer chooses to conduct an independent audit, Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit. Syncfusion will provide Customer with further details of any applicable costs or fees, and the basis of its calculation, in advance of any such review or audit.
11.4 Before the commencement of any such on-site audit, Customer and Syncfusion shall mutually agree upon the scope, timing, and duration of the audit.
11.5 Customer shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to Syncfusion’s premises, equipment, personnel and business while Customer’s personnel are on those premises in the course of such an audit.
12. Data Transfer
12.1 Customer acknowledges and agrees that Processor may access and Process Customer Personal Data on a global basis as described in Section 3.2.1. Wherever Customer Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Applicable Data Protection Laws, as detailed in Section 12.2.
12.2 Cross-Border Transfer Mechanisms for International Data Transfers:
a. To the extent that Customer’s use of the Licensed Product requires a transfer of Personal Information outside the EEA or the United Kingdom (the “UK”), Syncfusion and Customer will take such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Laws.
b. Syncfusion and Customer will only transfer Personal Information from the EEA or the UK to countries outside the EEA or the UK (i) that are recognized by the European Commission as providing an adequate level of protection for Personal Information; (ii) that are covered by a suitable framework recognized by the European Commission as providing an adequate level of protection for Personal Information; or (iii) through the use of other legally recognized validation methods such as Standard Contractual Clauses, as supplemented by the UK Addendum.
c. Syncfusion currently transfers personal data from the EEA or the UK to countries outside the EEA or the UK as follows: Syncfusion has adopted and hereby incorporates by reference the EU Standard Contractual Clauses. The parties further agree that the EU Standard Contractual Clauses will apply to Customer Personal Data that is transferred from the EEA or the UK, either directly or via onward transfer, to any country or recipient not recognized by the European Commission as providing an adequate level of protection for personal data.
d. The parties hereby agree that as new EU Standard Contractual Clauses are approved by the European Commission or other competent authority and become available for data controller to data processor transfers, this DPA will be updated (as necessary) to replace the existing EU Standard Contractual Clauses with the updated and approved EU Standard Contractual Clauses and updated UK Addendum, if any.
e. Each party agrees that, where Customer acts of the “Controller”, the EU Standard Contractual Clauses as supplemented by the UK Addendum (the terms of which are incorporated by reference) apply when Syncfusion acts as the “Processor”.
13. Governing Law and Jurisdiction
13.1 Except to the extent otherwise required by Applicable Data Protection Laws, this DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement.
STANDARD CONTRACTUAL CLAUSES
Controller to Processor
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 data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article46(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 issubject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9(a), (c), (d) and (e);
(iv) Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18(a) and (b).
(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
Docking clause
Intentionally omitted.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized 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 authorized 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 (1) (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:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
(a) 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 at least 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the otherParty/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU)2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
(a) 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
(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
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved, and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph(b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary, with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them 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 it's 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 Clause14(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 tocomply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.
Clause 18
Choice of forum and jurisdiction
(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 Ireland.
(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.
A. LIST OF PARTIES
1. Data exporter(s):
Name: Customer either named on the Agreement or, where applicable, the entity on whose behalf the click-through Agreement terms have been accepted.
Address: Same address provided to Syncfusion for purchase of the Licensed Product.
Contact person’s name, position and contact details: Same Customer contact details as provided to Syncfusion for purchase of the Licensed Product.
Activities relevant to the data transferred under these Clauses: Please see the information provided in Section B, Description of Transfer.
Signature and date: Date of signature on the Agreement or DPA, or the date of acceptance of the terms in the Licensed Product’s click-through Agreement.
Role (controller/processor): controller
2. Data importer(s):
Name: Syncfusion, Inc.
Address: 2501 Aerial Center Parkway, Suite 111, Morrisville, NC 27560
Contact person’s name, position and contact details: Legal Department, Syncfusion, [email protected]
Activities relevant to the data transferred under these Clauses: Please see the information provided in Section B, Description of Transfer.
Signature and date: Date of signature on the Agreement or DPA.
Role (controller/processor): processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred:
Any Customer Personal Data being used in relation to Customer’s use of the Licensed Product, as set out in the Agreement. This may include, but is not limited to Customer’s License Portal Administrator, Customer’s authorized users, representatives, and end users, including, without limitation, Customer’s employees, contractors, partners, suppliers, customers, and clients.
Categories of personal data transferred:
Any Customer Personal Data that is provided by Customer to Syncfusion in connection with the Agreement and Customer’s use of the Licensed Product, including, without limitation, contact information such as name, address, telephone or mobile number, email addresses, and passwords.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Where sensitive data may be transferred, please see the relevant information on the applicable Licensed Product’s website under HIPAA Overview. Please note, this section is not applicable to all Licensed Products.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):
Continuous transfer during an active subscription license term and as required by Applicable Data Protection Laws.
Nature of the processing:
Contractual, as set out in the Agreement between the parties.
Purpose(s) of the data transfer and further processing:
The purpose of the data transfer is for Syncfusion to provide Customer use of the Licensed Products pursuant to the Agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
Customer Personal Data will be retained for the time period necessary to accomplish the purpose of the Processing and/or as required by Applicable Data Protection Laws.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:
Continuous transfer during an active subscription license term and as required by Applicable Data Protection Laws.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13:
The competent supervisory authority will be determined in accordance with Applicable Data Protection Laws and, where possible, will be the Irish Data Protection Commissioner.
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Please see the applicable Licensed Product’s Security Policy, available on each Licensed Product’s website under “Security Policy”.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter.
Information can be found on the applicable Licensed Product’s website under “Subprocessors”.
This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.
Part 1: Tables
Table 1: Parties
| Start date | Effective date of the Agreement or, where applicable, the date the click-through Agreement’s terms were accepted. | |
| The Parties | Exporter (who sends the Restricted Transfer) | Importer (who receives the Restricted Transfer) |
| Parties’ details | Full legal name: Customer either named on the Agreement or where otherwise applicable, the entity on whose behalf the click-through Agreement terms have been accepted. Trading name (if different): N/A Main address (if a company registered address): Same as provided to Syncfusion for purchase of the Licensed Product. Official registration | Full legal name: Syncfusion, Inc. Trading name (if different): N/A Main address (if a company registered address): 2501 Aerial Center Parkway, Suite 111, Morrisville, NC 27560 Official registration number (if any) (company number or similar identifier): N/A |
| Key Contact | Full Name (optional): Same as provided to Syncfusion for purchase of the Licensed Product. Job Title: N/A Contact details including email: Same as provided to Syncfusion for the Portal Admin. | Full Name (optional): Legal Department, Syncfusion Job Title: N/A Contact details including email: [email protected] |
| Signature (if required for the purposes of Section 2) | By signing and/or accepting the terms of the Agreement and the DPA (to which this UK Addendum is incorporated by reference) Data Exporter is deemed to have signed this UK Addendum. | By signing and/or accepting the terms of the Agreement and the DPA (to which this UK Addendum is incorporated by reference) Data Exporter is deemed to have signed this UK Addendum. |
Table 2: Selected SCCs, Modules and Selected Clauses
| Addendum EU SCCs | The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information: Date: Effective date of the Agreement or, where applicable, the date the terms of the click-through Agreement were accepted. Reference (if any): N/A Other identifier (if any): N/A Or The Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: | |||||
| Module | Module in operation | Clause 7 (Docking Clause) | Clause 11 (Option) | Clause 9a (Prior Authorisation or General Authorisation) | Clause 9a (Time period) | Is personal data received from the Importer combined with personal data collected by the Exporter? |
| 1 | ||||||
| 2 | (Module 2: Controller to Processor) | Deleted | Option not applied. | Option 2 (General Authorization applied) | 30 days in advance | |
| 3 | ||||||
| 4 | ||||||
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: As set forth at Part A (List of Parties) to Annex I of the EU SCCs
Annex 1B: Description of Transfer: As set forth at Part B (Description of Transfer) to Annex I of the EU SCCs
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: As set forth at Annex II of the EU SCCs.
Annex III: List of Sub processors (Modules 2 and 3 only): Available on the applicable Licensed Product’s website under “Subprocessors”. Such lists may be updated from time to time.
Table 4: Ending this Addendum when the Approved Addendum Changes
| Ending this Addendum when the Approved Addendum changes | Which Parties may end this Addendum as set out in Section 19
|
Part 2: Mandatory Clauses
| Mandatory Clauses | Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses |