Clause 5
Obligations of the Data Importer


The Data Importer agrees and warrants:


(a)    to process the Personal Data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Data Exporter of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;


(b)    that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the Data Exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;


(c)    that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the Personal Data transferred;


(d)    that it will promptly notify the Data Exporter about:

  • (i)    any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
  • (ii)    any accidental or unauthorized access, and
  • (iii)    any request received directly from the data subjects without responding to that request unless it has been otherwise authorized to do so;

(e)    to deal promptly and properly with all inquiries from the Data Exporter relating to its processing of the Personal Data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;


(f)    at the request of the Data Exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the Data Exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the Data Exporter, where applicable, in agreement with the supervisory authority;


(g)    to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the Data Exporter;


(h)    that, in the event of sub-processing, it has previously informed the Data Exporter and obtained its prior written consent; (0 that the processing services by the Sub-processor will be carried out in accordance with Clause 11;


(j)    to send promptly a copy of any Sub-processor agreement it concludes under the Clauses to the Data Exporter. 


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