Teamwork.com Data Processing Agreement

You can find a downloadable copy of this agreement here.

DATA PROCESSING AGREEMENT

This Data Processing Agreement ("DPA") is incorporated into all agreements and contracts pursuant to which Teamwork Crew Limited, a company incorporated under the laws of Ireland, with registered number 313652, having its registered office at Teamwork Campus 1, Park House, Blackpool Retail Park, Blackpool, Cork, T23 F902 t/a Teamwork.com (the "Company") provides its services by acting as a 'Processor' as defined in Article 4(8) of GDPR on behalf of the Customer (the "Customer"). 

1. DEFINITIONS

   1. For purposes of this DPA, unless the context requires otherwise, terms defined in the Agreement shall have the meaning given to them in the Agreement and the following terms shall have the following meanings:

   2. “Agreement” means the terms of use between Teamwork Crew Limited and the Customer.

   3. "Data Protection Laws" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data  and on the free movement of such data (the "GDPR") and any regulations or enactments thereunder, and all applicable laws and regulations relating to the Processing of Personal Data, and the equivalent of any of the foregoing in any relevant jurisdiction within the European Union (to the extent applicable), each as amended, replaced or superseded from time to time.

   4. The terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processing", "Processor" and "Supervisory Authority" shall have the meanings given to them in Data Protection Law, and "Process" and "Processed" shall be construed accordingly.

   5. "Existing Sub-Processor" means the third party Sub-Processors set out in Schedule 2 to this DPA.

   6. "Standard Contractual Clauses (Processor to Controller)" means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 between processors and controller (Module 4), as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

   7. "Standard Contractual Clauses (Processor to Processor)" means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 between processors and processors (Module 3), as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

2. PROCESSING DETAILS

   1. Personal Data and Categories of Data Subjects. The parties acknowledge that Teamwork.com may Process the Personal Data described in Schedule 1 on behalf of the Customer.

   2. Subject Matter, Nature and Purpose of Processing. Teamwork.com shall Process the Personal Data described in Schedule 1 for the purposes of the provision of the Services in accordance with the Agreement.

   3. Duration. Teamwork.com shall Process the Personal Data detailed in Schedule 1 for the term of the Agreement or until such time as the Customer or Teamwork.com deletes the Personal Data in accordance with Section 9 of this DPA.

   4. Teamwork.com as Processor. The parties record their intention that Teamwork.com shall be a Processor and the Customer shall be a Controller in respect of the Services described in the Agreement. The Processing of the Personal Data described in Schedule 1 in the context of such Services shall be referred to as "Customer Personal Data" in this DPA.

   5. This DPA will not apply where Teamwork.com acts as a 'Controller' (as defined by Article 4(7) of GDPR) in providing the service.

3. CUSTOMER'S OBLIGATIONS

   The Customer represents, warrants and undertakes that the Customer (a) has and will continue at all times to have in place all fair Processing notices, (where applicable) consent mechanisms for Data Subjects and other measures required to ensure that all Processing of Customer Personal Data on the Customer's behalf contemplated pursuant to this DPA, shall be lawful and shall not contravene the applicable Data Protection Laws and (b) shall ensure that its instructions comply with applicable law.

4. INSTRUCTIONS

   1. Documented Instructions. Teamwork.com will only act on documented instructions from the Customer regarding the Processing of Customer Personal Data pursuant to this DPA, which shall be to Process the Customer Personal Data for the purpose of providing the Services in accordance with the Agreement, unless required to do so by Union or Member State law to which Teamwork.com is subject and in such a case, Teamwork.com shall inform the Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.

   2. Infringing Instructions. Without prejudice to the Customer's obligation pursuant to Section 3, Teamwork.com shall (a) immediately inform the Customer if instructions given by the Customer, in Teamwork.com' opinion, infringe the GDPR or applicable Union or Member State data protection provisions and (b) be entitled to suspend provision of the Services, without liability to the Customer, pending withdrawal or written amendment of the instructions.

5. CONFIDENTIALITY AND SECURITY OF PROCESSING

   1. Confidentiality. Teamwork.com will ensure that persons authorised to Process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

   2. Security. Teamwork.com will take the technical and organisational measures against unauthorised or unlawful Processing of the Customer Personal Data or its accidental loss, destruction or damage specified in Schedule 3 to this DPA.  Customer agrees that 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:

      1. such measures are appropriate technical and organisational security measures for the purposes of Data Protection Laws; and

      2. Teamwork.com may update such measures from time to time.

      Teamwork.com will provide assistance to the Customer in complying with its obligations under Article 32 GDPR to implement appropriate technical and organisational measures to ensure secure Processing of the Customer Personal Data, taking into account the nature of Processing and the information available to Teamwork.com.

   3. Personal Data Breach. Teamwork.com will notify the Customer within 24 hours after becoming aware of a Personal Data Breach, and provide the Customer with reasonable co-operation and assistance as may be required to mitigate against the effects of any such breach. Such notification shall contain the details of a contact point where more information concerning the Personal Data Breach can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of Data Subjects and data records concerned), its likely consequences and the measures taken or proposed to be taken to mitigate its possible adverse effects. Where, and insofar 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 be provided as it becomes available without undue further delay.

   4. Notification Assistance. Taking into account the nature of the Processing and the information available to Teamwork.com, Teamwork.com shall assist the Customer with the Customer's obligation to notify a Personal Data Breach to a competent Supervisory Authority and/or impacted Data Subject to the extent such breach arising in connection with the Services and is notifiable pursuant to applicable Data Protection Laws.

6. ASSISTANCE AND COMPLIANCE

   1. Data Subject Rights. Taking into account the nature of the Processing and the information available to Teamwork.com, Teamwork.com shall provide assistance, where applicable (a)  including by using appropriate technical and organisational measures, insofar as this is possible, for the fulfilment, as applicable, of the Customer's obligation to respond to requests for exercising the Data Subject rights laid down in Chapter III of the GDPR; and (b) with the Customer's obligation to carry out data protection impact assessment and consult with the competent Supervisory Authority in connection with such data protection impact assessment.

   2. Compliance: The Customer (or its authorised representative(s)) shall be entitled, at reasonable times and on reasonable notice, to request that Teamwork.com respond to compliance questions to verify Teamwork.com’s compliance with this DPA. Teamwork.com shall, at reasonable times, on reasonable notice and at the Customer's expense, make available to the Customer information reasonably necessary to demonstrate compliance with the obligations set out in this DPA and at the Customer's expense and request, allow for and contribute to reviews and audits of the Processing covered by this DPA.

      When processing the Personal Data on behalf of the Customer, Teamwork.com shall keep detailed records of all processing activities carried out on the Customer Personal Data in accordance with the requirements of Article 30(2) of the GDPR;

   3. Professional Services. All assistance provided pursuant to this DPA shall be billed to the Customer in accordance with Teamwork.com then-current time-and-material fees.

7. SUBPROCESSORS

   1. General Authorisation. Teamwork.com has the Customer's general authorisation for the engagement of sub-Processors including the Existing Sub-Processors.

   2. Changes to Sub-Processors. Teamwork.com may, from time to time, remove or replace the then current Existing Sub-Processors or appoint new third parties to Sub-Process Customer Personal Data on its behalf in the provision of the Services provided that (i) such an arrangement is governed by a written agreement which contains terms which are comparable to the terms of this DPA; and (ii) Teamwork.com notifies the Customer of any new Sub-Processors prior to their appointment thereby giving the Customer an opportunity to object to their appointment.  If the Customer (a) does not object within 10 days of receipt of notice it will be deemed to have no objection or (b) in good faith, objects to a change to Existing Sub-Processors, Teamwork.com shall seek to address the Customer's objections and may, if such objections are not resolved within 10 days of receipt of notice of an objection, without liability to the Customer, terminate the Services, in whole or part, to the extent such objection, in Teamwork.com sole discretion, impacts its ability to provide the Services.

   3. Data Processing Agreement. Where any approved Sub-Processor of Teamwork.com will be Processing Customer Personal Data on behalf of a Customer, it will ensure that a written contract exists between Teamwork.com and the sub-contractor containing clauses equivalent to those imposed on Teamwork.com in this DPA.

   4. Liability. Teamwork.com shall remain fully responsible to the Customer for the performance of its Sub-Processor's obligations.

8. TRANSFERS OUTSIDE OF THE EEA

   1. General. The parties acknowledge and agree Teamwork.com may from time to time transfer Customer Personal Data outside of the EEA, Switzerland and/or the United Kingdom in performing its obligations under this DPA.

   2. Transfers by Teamwork.com to the Customer. If, under this DPA, Teamwork.com transfers any Customer Personal Data from within the European Union, the EEA, Switzerland and/or the United Kingdom to the Customer in countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws of the foregoing territories, the template Standard Contractual Clauses (Processor to Controller) at Schedule 4 shall apply with respect to such transfers.

   3. Transfers by Teamwork.com to Affiliates and Existing Sub-Processors. If, under this DPA, Teamwork.com transfers any Customer Personal Data from within the European Union, the EEA, Switzerland and/or the United Kingdom to its Affiliates or Existing Sub-Processors in countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws of the foregoing territories, it will do so pursuant to Standard Contractual Clauses (Processor to Processor).

9. TERMINATION OR EXPIRY OF THE AGREEMENT

   1. Teamwork.com shall, delete (or otherwise dispose of) the Personal Data of the Customer as soon as reasonably practicable unless Teamwork.com receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Personal Data processed by Teamwork.com on behalf of the Client. Teamwork.com shall use reasonable commercial endeavours to deliver the back-up to the Customer as soon as reasonably practicable upon receipt of such a written request. The Customer shall pay all reasonable expenses incurred by Teamwork.com in returning or disposing of Personal Data processed by Teamwork.com on behalf of the Client and all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).

   2. Following the deletion, disposal, or return of the Personal Data under Section 9.1, Teamwork.com shall delete (or otherwise dispose of) all further copies of the Personal Data that it holds, unless retention of such copies is (a) required by law; or (b) if Teamwork.com retains such data as Data Controller in which case Teamwork.com shall inform the Customer of such requirement(s) in writing as soon as practicable.

   3. All Personal Data to be deleted or disposed of under this DPA shall be deleted or disposed of using zeroisation methods for erasure of information in accordance with industry recognised standards.

   4. Nothing in this DPA reduces the Customer obligations under the Agreement in relation to the protection of personal data. In the event of any conflict or inconsistency between this DPA and any Standard Contractual Clauses between the Parties, the Standard Contractual Clauses shall prevail.

   5. Subject to Section 9.4 above, with regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the Parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the Parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail.

Schedule 3 - Technical and Organisational Data Protection Measures

The following are the technical and organisational data protection measures referred to in 5.2:

The measures are adapted to the types of processing, scope, context, categories of personal data, the cost of implementation, the purposes of the processing as well as risks, of varying probability and severity.

Teamwork.com uses an Information Security Management System (ISMS) based on the international standard ISO/IEC 27001 as the basis for all security measures. The ISO/IEC 27001 standard provides guidelines and general principles for planning, implementing, maintaining, and improving information security in an organisation.

To address GDPR's requirements such as (i) confidentiality, (ii) integrity, (iii) availability, and (iv) resilience, Teamwork.com applies documented IT security processes and routines, covering authorisation management, encryption, operational security, malware protection, backup, logging, vulnerability management, communications security, continuity management and supplier relationship management.

Access to systems

Access to systems is governed by an access control policy. The employee´s manager is responsible for ordering access rights to systems, applications, and information at the IT service desk. The access control policy also covers changes and removal of access rights, for example due to role changes or termination of employment. Orders relating to access rights always require the explicit approval of a responsible person, which for example can be the nearest manager or the system owner. The approving person will assess the specific needs of the requesting employee before approval.

Requests related to access rights follow established processes and are registered in a ticket management system. This enables traceability of the execution including approvals. The access rights related activities (addition, change, removal, and review) are carried out by trained staff. Only a limited number of personnel are authorised to carry out these activities.

Access to IT-infrastructure

Teamwork.com actively monitors all critical IT infrastructure components and has configured alarms that automatically trigger under certain conditions or events (for example extreme CPU usage and lost connection). Special authorisation of the system owner is required to be able to log on to servers and network components that constitute critical parts of the IT infrastructure. The system owner will assess amongst others the needs, purpose, and function of the requesting person before giving approval.

Encryption

Where appropriate, Teamwork.com applies encryption to hard disks, storage media, backup data and any other media used for any kind of sensitive data. Encryption is also applied to any kind of communication of sensitive data. All computer hard disks are encrypted during installation. This is part of Teamwork.com's default configuration for computers. The encryption keys required for encryption and decryption are handled by staff with special authorisation only.

Malware protection

Teamwork.com has different systems and methods to protect the IT infrastructure against malicious code, including various antivirus scanners, spam filters, security updates and training. Teamwork.com uses active monitoring to ensure that antivirus scanners and spam filters are active and updated. Malicious code often exploits vulnerabilities in systems and applications for their attacks. Consequently, Teamwork.com actively installs the latest security updates on systems and applications to minimise the risk for exploitation of vulnerabilities.

E-mail

Teamwork.com utilises the email security framework of two suppliers to protect all inbound and outbound e-mail from malware. The e-mail protection of the supplier of standard email services and the supplier of e-mail spam filtering services complement each other and both guard against amongst others spam, virus, and phishing attacks. The e-mail security frameworks are updated on a regular basis with the latest patches and contain information about known malicious code that may be attached to or be part of the content of an email. Updates are ongoing and in the form of a subscription service. If an email is identified as infected or harmful, the email will be blocked and quarantined automatically. The verification and assessment of whether an email is malicious or not is automated and based on the rules provided by the suppliers. The portion of the mail security solutions on the users' computers are updated regardless of whether they are within or outside Teamwork.com's network.

Computers and servers

All computers and servers, hereafter devices, have malware protection software against computer viruses, spyware, and other malicious code. The protection software is managed from a central management console provided by the supplier. The console deploys the latest updates of the protection software, sets security policies, and actively monitors all devices. Scans of devices are automated and occur mainly in scheduled intervals but are also event driven. The protections software also scans files when they are opened or otherwise handled by the user, including downloading or uploading of a file to another device. Detected malware is removed automatically, whenever possible, and notifications are sent to the central management console for further processing.

Vulnerability management

Vulnerability management covers vulnerability scanning, security updating and penetration testing. Teamwork.com performs vulnerability scanning of IT infrastructure critical devices. The vulnerability scans that are scheduled generate a vulnerability report that is analysed and handled by specially trained personnel. The vulnerabilities are prioritised and remediated based on risk classification. Vulnerabilities that have been remediated are verified through new vulnerability scans. Regular security updates are automatically distributed during planned service windows. Security updates that solve critical issues and vulnerabilities are verified at release by trained personnel and distributed with the highest priority. Penetration tests are conducted annually by external parties.

Logging

Logs are reviewed with a risk-based perspective. Identified deviations are followed up and, when applicable, escalated as incidents. The systems’ logs are protected against removal and manipulation. This is to ensure its integrity, confidentiality, and accuracy. Deletion occurs in accordance with applicable legislation.

Communications security

To ensure communications security, there are active monitoring and alarm settings on a variety of components and parameters in the IT Infrastructure that manages communications. Computers, servers, network equipment, and other hardware connected to the network are handled based on applicable security requirements and placed in designated segments to achieve an appropriate level of communications security.

Continuity management

Teamwork.com has specialised and qualified solutions to achieve redundancy on several levels, i.e., failback systems that automatically take over a task of another system that has stopped functioning. The redundancy in Teamwork.com's data centres is tested at intervals based on regular risk assessments.

Supplier relationship management

Teamwork.com ensures that identified security requirements are met by external suppliers during the procurement process. A contract with a chosen supplier addresses the demands on the supplier's IT environment and information security measures. The supplier shall present and account for their technology, routines, and processes as well as IT and information security policies. Non-disclosure agreements and other relevant regulatory agreements are signed by the supplier before the service is taken into service. Teamwork.com conducts regular control of suppliers' access rights and other aspects of the agreement with the supplier.

Schedule 4 - Standard Contractual Clauses (Processor to Controller)

Teamwork.com and the Customer have entered into the Agreement.  These Clauses (as defined below) form part of, and are incorporated by reference into, the Agreement, entered into by and between the data exporter and the data importer. Unless otherwise defined in these Clauses, capitalised terms used in these Clauses have the meanings given to them in the Agreement. In consideration of the covenants and promises set out herein and the Agreement, the Parties hereby agree as follows:

Section I: Preliminaries

1. Purpose and scope

   1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

   2. The Parties:

      1. 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 Section 1.1 of Schedule 1 - List of Parties and description of transfer (hereinafter each "data exporter"), and

      2. 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 Section 1.2 of Schedule 1 - List of Parties and description of transfer (hereinafter each "data importer")

      have agreed to these standard contractual clauses (hereinafter: "Clauses").

   3. These Clauses apply with respect to the transfer of personal data as specified in Section 2 of Schedule 1 - - List of Parties and description of transfer.

   4. The Appendix to these Clauses containing the Schedules referred to therein forms an integral part of these Clauses.

2. Effect and invariability of the Clauses

   1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix.  This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

   2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

3. Third-party beneficiaries

   1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

      1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

      2. Clauses 8.1(b) and 8.3(b);

      3. Clauses 15.1(c), 15.1(d), and 15.1(e);

      4. Clause 16(e); and

      5. Clause 18(a).

   2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

4. Interpretation

   1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

       

   2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

   3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

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.

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 Section 2 of Schedule 1 - List of Parties and description of transfer.

7. Docking clause

   1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Section 1 of Schedule 1 - List of Parties and description of transfer.

   2. Once it has completed the Appendix and signed Section 1 of Schedule 1 - List of Parties and description of transfer, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Section 1 of Schedule 1 - List of Parties and description of transfer.

   3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

   Section II: Obligations of the Parties

8. Data protection safeguards (Due diligence by the data exporter)

   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.

   1. Instructions

      1. The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller.

      2. The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.

      3. The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.

      4. After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

   2. Security of processing

      1. The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter "personal data breach"). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data¹, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

      2. The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a).  In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.

      3. The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

   3. Documentation and compliance

      1. The Parties shall be able to demonstrate compliance with these Clauses.

      2. The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

9. Data subject rights

   1. The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

10. Redress

    1. 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.

11. Liability

    1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

    2. Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679.

    3. 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.

    4. The Parties agree that if one Party is held liable under paragraph (c), 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.

    5. The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

    Section III: Local laws and obligations in case of access by public authorities

12. Local laws and practices affecting compliance with the Clauses

    1. 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.

    2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

       1. 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;

       2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards² ;

       3. 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.

    3. 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.

    4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

    5. 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).

    6. 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, Clauses 14(d) and 14(e) shall apply.

13. Obligations of the data importer in case of access by public authorities

    1. Notification

       1. 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:

          1. 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

          2. 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.

       2. 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.

       3. 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.).

       4. 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.

       5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 12(e) and Clause 14 to inform the data exporter promptly where it is unable to comply with these Clauses.

    2. Review of legality and data minimisation

       1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules.  These requirements are without prejudice to the obligations of the data importer under Clause 12(e).

       2. 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.

       3. 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

14. Non-compliance with the Clauses and termination

    1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

    2. 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 12(f).

    3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

       1. 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;

       2. the data importer is in substantial or persistent breach of these Clauses; or

       3. 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.

    4. Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. 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.

    5. 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.

15. Governing law

    1. These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

16. Choice of forum and jurisdiction

    1. Any dispute arising from these Clauses shall be resolved by the courts of Ireland.

17. Additional commercial clauses

    1. If and to the extent any conflict arises between the provisions of these Clauses and the provisions of any other agreement entered into by the Parties, the provisions of these Clauses will take precedence over such other agreement, insofar as the processing of personal data is concerned. For the avoidance of any doubt, where the operation of these Clauses renders the operation of such other agreement impossible because of the data importer’s inability to fully comply with these Clauses, the data exporter may terminate such other agreement in accordance with Clause 16(c).

    2. These Clauses may be executed in any number of counterparts (including by exchanging PDF of signed copies via email), and this has the same effect as if the signatures on the counterparts were on a single copy of these Clauses. Without limiting the foregoing, if the signatures on behalf of one Party are on different counterparts, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of these Clauses.

    3. Where a new set of standard contractual clauses which annuls and supersedes those which are set out in Commission Implementing Decision (EU) 2021/915 of 4 June 2021 are adopted by the European Commission pursuant to Article 46(5) of Regulation (EU) 2016/679, the Parties shall, acting reasonably and in good faith, negotiate and agree an appropriate variation to or a replacement for these Clauses.  

Schedule 1 - List of Parties and description of transfer

1. List of Parties

   1. Data exporter(s):

      1. Name: Teamwork Crew Limited

         Address: Teamwork Campus 1, Park House, Blackpool Retail Park, Blackpool, Cork, T23 F902

         Contact person’s position, and contact details: Data Protection Officer, dpo@teamwork.com.  Further details are available on request.

         Activities relevant to the data transferred under these Clauses: Teamwork.com process personal data for the purposes of providing the Services to the data importer in accordance with the Agreement, including the Data Processing Agreement.

         Signature and date: The Parties agree that (i) these Clauses are incorporated by reference into the Agreement and the Data Processing Agreement and (ii) execution of the Agreement by the data importer and the data exporter shall constitute execution of these Clauses by both parties as of the Effective Date.

         Role (controller/processor): Processor.

   2. Data importer(s):

      1. Name: The Customer, as defined in the Agreement.

         Address: The Customer's address, as provided in the Agreement.

         Contact person’s name, position, and contact details: The Customer's contact details are specified in the Agreement.

         Activities relevant to the data transferred under these Clauses: The data importer is the recipient of the Services in accordance with the Agreement.

         Signature and date: The Parties agree that (i) these Clauses are incorporated by reference into the Agreement and the Data Processing Agreement and (ii) execution of the Agreement by the data importer and the data exporter shall constitute execution of these Clauses by both parties as of the Effective Date.

         Role (controller/processor): Controller.

2. Description of Transfer

   1. Categories of data subjects whose personal data is transferred: See categories of personal data as set out in Schedule 1 of the Data Processing Agreement.

   2. Categories of personal data transferred: See Schedule 1 of the Data Processing Agreement.

   3. 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 specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures followed: No sensitive data is transferred.

   4. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): The data will be transferred for the duration of the Agreement, unless otherwise agreed upon in writing.

   5. Nature of the processing: The data importer will process personal data only as necessary to perform its obligations under the Agreement.

   6. Purpose(s) of the data transfer and further processing: See Schedule 1 of the Data Processing Agreement.

   7. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: See Schedule 1 of the Data Processing Agreement.

¹ This includes whether the transfer and further processing 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 or offences.

² As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.