This Data Privacy Addendum and its Schedules (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by Atlas Travel & Technology Group, Inc., including its brands, related corporate businesses, or affiliates; Atlas Travel, Atlas Travel Home, Atlas Travel & Technology, Ltd. and Prime Numbers Technology, LLC., (collectively, “ATTG”) on behalf of Client in connection with the Services under the Business Travel Services Agreement (“Agreement”) between both Parties. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.
Both Client and ATTG (each a “Party” or together, the “Parties”) will act as Controllers of the Personal Data which is provided by the Client to ATTG or obtained by ATTG on behalf of the Client, in connection with the Services (as defined in the Agreement) and this DPA sets out the terms of the provision of the Personal Data and how it may be used.
1. Definitions
The defined terms used in this Data Privacy Addendum shall be read as having the meanings set forth in the Agreement. If a term is defined both in this Data Privacy Addendum and elsewhere in the Agreement then, for purposes of this Data Privacy Addendum, the definition in this Data Privacy Addendum shall prevail. In this Data Privacy Addendum, references to any Applicable Privacy Laws and to terms defined therein shall be replaced with or incorporate (as the case may be) references to any Applicable Privacy Laws replacing, amending, extending, re-enacting, or consolidating such Applicable Privacy Laws and the equivalent terms defined in such Applicable Privacy Laws once in force and applicable.
1.1 “Applicable Privacy Laws” means all applicable data protection and privacy laws applicable to the Processing of Client Personal Data, including, when and where applicable, (a) the GDPR; (b) the UK Data Protection Act 2018; (c) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), (d) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); (e) U.S. state and federal data protection laws, rules, or regulations including without limitation the California Consumer Protection Act of 2018 (“CCPA”); (f) the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and Canadian Anti-Spam Law (“CASL”), and (g) similar laws enacted anywhere in the world addressing the protection or the use, transmission, or other processing of Personal Data, each as amended, modified, and/or supplemented by the guidance or regulatory decisions of any relevant supervisory authority or other data protection regulatory authority (“Regulator”).
1.2 “Client Personal Data” means Personal Data provided to ATTG by Client, its affiliates, employees, officers, contractors, representatives, agency workers, or end users to ATTG pursuant to the provision of the Services or otherwise in connection with the Agreement.
1.3 “Controller” means the natural or legal person, public authority, agency or other body that, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
1.4 “Data Subject” means any natural person about whom Personal Data relates.
1.5 “Data Subject Request” means any request by a Data Subject in respect of Personal Data Processed by a Controller pursuant to the provision of the Services or otherwise in connection with the Agreement.
1.6 “European Data” means Personal Data that is subject to the protection of European Data Protection Laws.
1.7 “GDPR” means the EU General Data Protection Regulation EU 2016/679, as implemented into national law and as amended, extended, re-enacted or applied by or under any other statute, law or enactment.
1.8 “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence, and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances.
1.9 “Personal Data” means any information relating to an identified or identifiable natural person (an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person), or as that term (or similar variants, such as “personal information”) may otherwise be defined in Applicable Privacy Laws).
1.10 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Client Personal Data in ATTG’s possession or control. Personal Data Breaches include, but are not limited to: (i) unauthorized access, disclosure, loss, download, theft, blocking, encryption or deletion by malware or other unauthorized action in relation to Client Personal Data by unauthorized third parties; (ii) operational incidents which have an impact on the Processing of Client Personal Data; or (iii) any breach of this Data Privacy Addendum or Applicable Privacy Laws by ATTG, its employees or agents, to the extent that such breach affects the integrity and security of Client Personal Data or materially adversely impacts ATTG’s obligations under this Data Privacy Addendum.
1.11 “Privacy Shield” means the EU-U.S. and Swiss-US Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July, 12 2016 and by the Swiss Federal Council on January 11, 2017 respectively; as may be amended, superseded or replaced.
1.12 “Privacy Shield Principles” means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July, 12 2016; as may be amended, superseded or replaced.
1.13 “Processing” means any operation or set of operations performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, access, consultation, use, acquisition, transfer, hosting (via server, web, cloud, or otherwise), disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Any activity defined as processing by or otherwise subject to the requirements of Applicable Privacy Laws shall fall within this definition. “Processed”, “Process” and any other variations of “Processing” shall also be defined as set out above.
1.14 “Processor” means the natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
1.15 “Standard Contractual Clauses” means the standard contractual clauses for the transfer of Client Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj, in the form set out at Schedule II; as may be amended, superseded or replaced.
1.16 “Supervisory Authority” means any data protection authority or other governmental, regulatory, administrative, judicial, or other agency or similar body that has authority to implement, enforce, and/or oversee compliance with Applicable Privacy Laws.
1.17 “Supplier” means the transport, accommodation and other wholesale service providers such as airlines, coach, rail and car rental operators who ATTG engages on the Client’s behalf to deliver travel related products and services to the Client.
2. Parties as Controllers and compliance with Applicable Privacy Laws
The parties acknowledge that, in order to provide the Services, ATTG must necessarily process Client Personal Data as a Controller. Each party shall act as a separate and independent Controller (and not as a joint Controller) in relation to all Client Personal Data it Processes under and/or in connection with this Agreement and the Services. Each party shall comply with all Applicable Privacy Laws in respect of its Processing of Client Personal Data and shall ensure that it has a lawful basis for all such Processing, where applicable. Where an affiliate of a party is a Controller or Processor of Client Personal Data under this Agreement, such party shall ensure that its affiliate complies with its obligations under the Applicable Privacy Laws and this Data Privacy Addendum as applicable. Without limiting the foregoing, each party shall refrain from “selling” (as defined by the CCPA at Cal. Civ. Code § 1798.140(t), as it may be amended) or transferring Client Personal Data other than in compliance with the Applicable Privacy Laws.
3. Information provided to Data Subjects
Prior to sharing any Client Personal Data with ATTG, Client shall provide all notifications required by Applicable Privacy Laws to the relevant Data Subject in each case with respect to the sharing of Client Personal Data with ATTG. Where ATTG collects Client Personal Data directly from Data Subjects, ATTG shall be responsible for ensuring that it provides clear and transparent information to Data Subjects, as required under Applicable Privacy Laws, in relation to the relevant Processing.
4. Cooperation and assistance
Each party shall provide the other party with such reasonable cooperation, assistance and information to the other to assist that other party with its compliance with Applicable Privacy Laws.
5. Notifications
Each party shall promptly notify the other (to the extent permitted by law) in writing providing reasonable detail of any third-party complaint, audit, investigation or enquiry (whether by a Supervisory Authority, Data Subject or otherwise) establishing, alleging or enquiring as to possible noncompliance with any Applicable Privacy Laws in connection with Client Personal Data maintained by or for such party, and the parties will cooperate reasonably with each other in respect thereof.
6. Personal Data Breaches
The parties are aware that Applicable Privacy Laws may impose a duty on a party to inform a Supervisory Authority and the Data Subject in the event of Personal Data Breach affecting Client Personal Data. In addition to complying with its notification requirements under Applicable Privacy Laws, ATTG shall promptly notify the Client of any technical, organizational or other incidents (including incidents at Processors) which have resulted in a Personal Data Breach in the sense of Art. 33 par. 1 GDPR affecting Client Personal Data. ATTG’s notification of a Personal Data Breach to the Client must be comprehensive and include any information required under Art. 33 par. 3 GDPR and/or required by Applicable Privacy Laws, as and to the extent such information is available. In the event of a Personal Data Breach, ATTG shall promptly take any measures required and appropriate under Applicable Privacy Laws and technical standards to restore the confidentiality, integrity and availability of Client Personal Data and the resilience of ATTG’s processing systems and services and to mitigate the risk of harm and/or any detrimental consequences for the Data Subjects affected or potentially affected by the Personal Data Breach.
7. Data Subject Requests
Each party will provide the other party with reasonable assistance in complying with any Data Subject Request.
8. Security
In accordance with Good Industry Practice and Applicable Privacy Laws, each party shall implement appropriate technical and organizational security measures (including maintaining any security controls) to ensure a level of security for Personal Data in such party’s possession or control that is appropriate to the risk presented by the Processing, taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects. In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Personal Data transmitted, stored or otherwise Processed.
Without prejudice to the generality of the foregoing, the minimum technical and organizational security measures that ATTG shall implement and maintain are set out in Schedule I to this Data Privacy Addendum. ATTG may, from time to time, implement adequate alternative technical and organizational measures provided, however, that such measures shall not materially fall short of the level of security set out herein.
9. Personnel Controls
ATTG shall ensure that all personnel involved in the Processing of Client Personal Data are properly qualified and trained and have committed themselves to keep Client Personal Data confidential or are under an appropriate statutory obligation of confidentiality in accordance with Applicable Privacy Laws.
9.1 ATTG shall have in place an access management procedure for handling ATTG personnel requests to access Personal Data to ensure access on a need-to-know basis only;
9.2 ATTG shall have in place a procedure for conducting appropriate background checks for its personnel with access to Personal Data; and
9.3 ATTG shall only grant access to its personnel bound to confidentiality and will require such personnel to attend security and privacy awareness training with regular intervals.
10. Appointment of data privacy personnel
Where required, each party will appoint authorized data privacy and security contact personnel.
11. Appointment of Processors
If ATTG engages a third-party Processor to process Client Personal Data for the purpose of providing the Services, ATTG shall agree to written terms with the Processor that: (i) require the Processor only to process the Client Personal Data for the purpose of delivering the Services; (ii) require the Processor to implement appropriate technical and organizational security measures, with at least the same level of protection or higher as those in this Data Privacy Addendum, to protect the Client Personal Data against a Personal Data Breach; and (iii) otherwise comply with the requirements of Applicable Privacy Laws. ATTG shall remain responsible to the Client for any breach of this Data Privacy Addendum that is caused by an act, error or omission of the Processor.
Notwithstanding the above, Client acknowledges that the Suppliers to whom ATTG discloses Client Personal Data in order to provide the Services are independent Controllers under Applicable Privacy Laws, and not Processors. As such, the requirements concerning Processors described in the preceding paragraph do not apply to ATTG’s disclosure of Client Personal Data to Suppliers.
12. Restricted transfers from the EEA
In order to enable the efficient and effective delivery of its Services, ATTG may from time to time transfer and Process Client Personal Data from the European Economic Area (and the United Kingdom) to other jurisdictions. This shall be permitted only where: (i) the transfer is necessary for the conclusion or performance of a contract concluded in the interest of the traveller (for example, to book travel or accommodation through a Supplier in a non-European country) or where the transfer is required by applicable law; or (ii) ATTG has done all such acts and things as are necessary to ensure that any Client Personal Data transferred outside of the European Economic Area (and the United Kingdom) (whether to an ATTG Affiliate, a Processor, or otherwise) will remain adequately protected in accordance with the requirements of Applicable Privacy Laws. Client acknowledges that ATTG may ensure such adequate protection by executing the European Commission’s Standard Contractual Clauses (“SCCs”) (or such other clauses as may be approved from time to time with regard to transfers of Personal Data out of the United Kingdom). Further, if it is anticipated that there will be transfers of Client Personal Data from Client in the EEA to ATTG, then SCCs will be attached hereto as Schedule II and shall apply to such transfers.
The SCCs set forth in Schedule II to this DPA shall apply to all ATTG subsidiaries or affiliates and to: (i) Client which is subject to the data protection laws of the European Union, The European Economic Area and/or their member states, Switzerland, and/or the United Kingdom, and (ii) its Authorized Affiliates. Each of the foregoing shall be deemed “data exporters” for the SCCs. In the event of any conflict or inconsistency between the body of this DPA and any of its Schedules (not including the SCCs) and the SCCs in Schedule II, the SCCs shall prevail.
Although ATTG does not rely on the EU-US Privacy Shield as a legal basis for transfers of Personal Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as ATTG is self-certified to the Privacy Shield ATTG will process European Data in compliance with the Privacy Shield Principles and let you know if it is unable to comply with this requirement.
13. Return of data
The Client may in its absolute discretion by written notice require ATTG to return a complete copy of all Client Personal Data to the Client (or its nominee) by secure file transfer in such format as is reasonably notified by the Client. The Client shall be responsible for providing Data Subjects with any notice required under Applicable Privacy Laws in relation to such request.
14. Data retention
ATTG acknowledges that, as a general rule, Personal Data may not be kept indefinitely or longer than necessary for the intended Processing. Client Personal Data may only be retained for so long as is necessary to satisfy all applicable lawful bases for Processing set out in Art.6 GDPR, where applicable, and otherwise for such period as required by Applicable Privacy Laws, and always provided that ATTG shall ensure that such retained Personal Data is (i) kept confidential and protected against unauthorized access, disclosure or use and (ii) only Processed as necessary for the purpose specified in the Applicable Privacy Laws permitting its storage and other Processing and for no other purpose.
15. Client’s right to audit
ATTG shall keep or cause to be kept such information as is reasonably necessary to demonstrate compliance with its obligations under this Data Privacy Addendum and shall, upon reasonable notice during the term of the Agreement, make available to the Client information necessary to demonstrate compliance with its obligations under this Data Privacy Addendum where such information is not subject to confidentiality restrictions owed to third parties. Without limiting the foregoing, ATTG shall make available to the Client, on request: (i) a list of all Processors appointed by ATTG to Process Client Personal Data; and (ii) a copy of its most recent PCI DSS Attestation of Compliance, to the extent the Client Personal Data includes any payment cardholder data. Any non-public documentation and information disclosed to the Client in accordance with this paragraph shall be deemed proprietary and confidential information of ATTG. The Client shall not disclose such documentation or information to any third party or use it for any purpose other than evaluating ATTG’s compliance with this Data Privacy Addendum.
16. Survival
The undertakings in this Data Privacy Addendum shall remain in force even after termination or expiration of the Agreement.
Schedule I – ATTG’s Technical and Organizational Measures
In addition to the terms set forth in this Data Privacy Addendum, ATTG commits to implement and maintain technical and organizational measures as least as stringent as those included below (details may change over time but the overall level of security will not decrease):
DATA SECURITY GOVERNANCE
ATTG maintains internal organizational and governance policy and procedures to appropriately manage information throughout its lifecycle. ATTG regularly tests, assesses and evaluates the effectiveness of its technical and organizational measures.
ATTG will adhere to the applicable requirements of Payment Card Industry Data Security Standard (PCI DSS) when Processing payment card data.
PHYSICAL ACCESS CONTROL
ATTG uses a variety of measures appropriate to the function of the location to prevent unauthorized access to the physical premises where Personal Data are Processed. Those measures include:
Centralized key and code management, card-key procedures
Batch card systems including appropriate logging and alerting mechanisms
Surveillance systems including alarms and, as appropriate, CCTV monitoring
Receptionists and visitor policies
Locking of server racks and secured equipment rooms within data centers
SYSTEM ACCESS CONTROL
ATTG implements appropriate measures to prevent its systems from being used by unauthorized persons. Those measures include:
Individual, identifiable and role-based user account assignment, role-based and password protected access and authorization procedures
Centralized, standardized password management and password policies (minimum length/characters, change of passwords)
User accounts are disabled after excessive failed log-on attempts
Automatic log-off in case of inactivity
Anti-virus management
DATA ACCESS CONTROL
Individuals that are granted use of ATTG systems are only able to access the data that are required to be accessed by them within the scope of their responsibilities and to the extent covered by their respective access permission (authorization) and such data cannot be read, copied, modified or removed without specific authorization. Those measures include:
Authentication at operating system level
Separate authentication at application level
Authentication against centrally managed authentication system
Change control procedures that govern the handling of changes (application or OS) within the environment
Remote access has appropriate authorization and authentication
Logging of system and network activities to produce an audit-trail in the event of system misuse
Implementation of appropriate protection measures for stored data commensurate to risk, including encryption, pseudonymization and password controls.
DISCLOSURE CONTROL
ATTG implements appropriate measures to prevent data from being read, copied, altered or deleted by unauthorized persons during electronic transmission and during the transport of data storage media. ATTG also implements appropriate measures to verify to which entities’ data are transferred. Those measures include:
Data transfer protocols including encryption for data carrier/media
Profile set-up data transfer via secure file transfer methods
Encrypted VPN
No physical transfers of backup media
DATA ENTRY CONTROL
ATTG implements appropriate measures to monitor whether data have been entered, changed or removed (deleted), and by whom. Those measures include:
Documentation of administration activities (user account setup, change management, access and authorization procedures)
Archiving of password-reset and access requests
System log-files
Storage of audit logs for audit trail analysis
INSTRUCTIONAL CONTROL
ATTG implements appropriate measures to ensure that data may only be Processed in accordance with relevant instructions. Those measures include:
Binding policies and procedures on ATTG employees
Where Processors are engaged in the Processing of data, including appropriate contractual provisions to the agreements with Processors to maintain instructional control rights
AVAILABILITY CONTROL
ATTG maintains appropriate levels of redundancy and fault tolerance for accidental destruction or loss of data, including:
Extensive and comprehensive backup and recovery management systems
Documented disaster recovery and business continuity plans and systems
Storage and archive policies
Anti-virus, anti-spam and firewall systems and management including policies
Data centers are appropriately equipped according to risk, including physically separated back up data centers, uninterruptible power supplies (including backup generators), fail redundant hardware and network systems and alarm and security systems (smoke, fire, water)
Appropriate redundant technology on data storage systems
All critical systems have backup and redundancy built into the environment
SEPARATION CONTROL
ATTG implements appropriate measures to ensure that data that are intended for different purposes are Processed separately. This is accomplished by:
Access request and authorization processes provide logical data separation
Separation of functions (production / testing)
Segregation of duties and authorizations between users, administrators and system developers.
Schedule II – Standard Contractual Clauses – Module 1: Controller to Controller
Section I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
(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 Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.5 (e) and Clause 8.9(b);
(iii) Clause 12(a) and (d);
(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 – Optional
Docking clause
(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period
prior to becoming a Party.
Section II – Obligations of the Parties
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organizational measures, to satisfy its obligations under these Clauses.
8.1 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. It may only process the personal data for another purpose:
(i) where it has obtained the data subject’s prior consent;
(ii) where necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iii) where necessary in order to protect the vital interests of the data subject or of another natural person.
8.2 Transparency
(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:
(i) of its identity and contact details;
(ii) of the categories of personal data processed;
(iii) of the right to obtain a copy of these Clauses;
(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.
(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.
(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix 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.
(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.3 Accuracy and data minimization
(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.
(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.
(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.
8.4 Storage limitation
The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organizational measures to ensure compliance with this obligation, including erasure or anonymization of the data and all back-ups at the end of the retention period.
8.5 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized 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, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner.
(b) The Parties have agreed on the technical and organizational measures set out in Schedule I. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(c) The data importer shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(d) 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 personal data breach, including measures to mitigate its possible adverse effects.
(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain:
i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned),
ii) its likely consequences,
iii) the measures taken or proposed to address the breach, and
iv) the details of a contact point from whom more information can be obtained.
To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.
(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.
(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.
8.6 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 or offences (hereinafter “sensitive data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymization) and/or additional restrictions with respect to further disclosure.
8.7 Onward transfers
The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:
(i) it 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 of Regulation (EU) 2016/679 with respect to the processing in question;
(iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;
(iv) it is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings;
(v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or
(vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.8 Processing under the authority of the data importer
The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.
8.9 Documentation and compliance
(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.
(b) The data importer shall make such documentation available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
N/A
Clause 10
Data subject rights
(a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.
(b) In particular, upon request by the data subject the data importer shall, free of charge:
(i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);
(ii) rectify inaccurate or incomplete data concerning the data subject;
(iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.
(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.
(d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter “automated decision”), which would produce legal effects concerning the data subject or similarly significantly affect him / her, unless with the explicit consent of the data subject or if authorized to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:
(i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and
(ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.
(e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.
(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.
(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.
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 authorized 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, organization 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 other Party/ies by any breach of these Clauses.
(b) 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.
(c) 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.
(d) 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.
(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.
Clause 13
Supervision
(a) 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.
(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 authorizing 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 organizational 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 organizational 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 minimization
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(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 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 Republic 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 Republic 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.
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: The Client, as defined in the Agreement
Address: The Client’s address, as set out in the Agreement
Contact person’s name, position and contact details: The Client’s contact details, as set out in the Agreement
Activities relevant to the data transferred under these Clauses: Travel management services
Role (controller/processor): Controller
Data importer(s):
Name: … Atlas Travel & Technology Group, Inc.
Address: … 200 Donald Lynch Boulevard, Marlborough, MA 01752
Contact person’s name, position and contact details: Lea Cahill, President
Activities relevant to the data transferred under these Clauses: Travel management services
Role (controller/processor): Controller
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred:
Client travelers
Categories of personal data transferred:
Personal data including, but not limited to, name, address, phone number(s), email address(es), passport or other government issued identification numbers, credit card details, travel preferences and loyalty membership identification, gender, birthdate, and meal preferences.
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:
N/A
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):
Continuous basis for the purposes of fulfilling the travel management services.
Nature of the processing:
Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
Storage and other Processing necessary to provide, maintain and improve the travel management services provided to you; and/or
Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.
Purpose(s) of the data transfer and further processing:
Travel management services, including travel booking.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
Personal data is retained for the period necessary to fulfill the purposes outlined in this Agreement, unless a longer retention period is required or permitted by applicable law. When determining how long to retain personal data, we take into account the necessity of the personal data for the provision of our Services, applicable laws and regulations, including data protection laws, and our legal obligations. We may retain records to investigate or defend against potential legal claims. When retention of the personal data is no longer necessary, the data will be deleted or aggregated for analytic purposes.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:
Personal data may be collected and shared with or disclosed as required for the provision of Services to third party service providers to complete travel and meeting arrangements and reservations and fulfill the Services as outlined in the Scope of Services
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13:
ATTG takes the protection of personal data seriously, and has appointed DataRep as our Data Protection Representative in the European Union so that you can contact them directly in your home country. DataRep has locations in each of the 27 EU countries and Norway & Iceland in the European Economic Area (EEA). If you want to raise a question to ATTG, or otherwise exercise your rights in respect of your personal data, you may do so by:
Sending an email to DataRep at datarequest@datarep.com quoting “Atlas Travel & Technology Group, Inc.” in the subject line,
Submit your inquiry via the online webform at datarep.com/data-request, or
Mail your inquiry to DataRep at the most convenient of the addresses provided here. Please note when mailing inquiries, it is ESSENTIAL to mark your letters for DataRep and not Atlas Travel. Please refer clearly to Atlas Travel & Technology Group, Inc. within your correspondence.