Version 1.1. Released: 6 March 2023.
This PRIVACY COMPLIANCE AGREEMENT (herein, the "Agreement") applies to the collection and processing of Service Data (as defined below) by Adform A/S a company registered in Denmark with its registered offices Silkegade 3B, stuen & 1st floor, DK-1113 Copenhagen ("Adform"); and Client, as identified in the IO (hereinafter “Client”) (Adform and Client hereinafter individually also referred to as a “Party” and together as the “Parties”) as set forth in the PCA.
(A) The subject of this PCA is the collection and processing of Service Data (as defined below) in connection with certain online advertising services provided by the Adform to the Client as specified in the IO, General Terms and Conditions, and the Special Terms and Conditions (hereinafter the “Main Agreement”). The performance of the Main Agreement may involve the processing of personal data (as defined in Applicable Data Protection Law).
(B) This PCA shall govern the rights and obligations of the Parties with respect to the collection, processing and use of personal data in order to ensure compliance with Applicable Data Protection Law.
(C) Both Parties agree that, subject to the roles of Adform and Client in data collection and processing, pursuant to Chapter 4 of the GDPR, the respective Section shall apply as specified in section 2 of the PCA. The Parties enter into this PCA in order to comply with Applicable Data Protection Law and to set forth both Parties’ rights and obligations.
(a) "Adform Tags" means cookies, tracking pixels, SDKs and similar tracking technology that is (i) proprietary to Adform, (ii) provided to the Client by Adform under the Main Agreement and (iii) used to provide the Services.
(b) “Adform Data” shall mean the Adform third party cookie IDs or such similar third-party IDs that are generated or assigned by Adform and are not Client specific. Adform Data is not included in Client Data (as defined below).
(c) "CMP" means a company or other entity offering a commercial consent management platform or Client’s proprietary consent management solution.
(d) "End-Customer " shall mean any customer of the Client for whom the Client may act as an agency towards Adform. Client shall execute and enforce this Agreement in its own name but on behalf of the End-Customer by providing the assurances defined in Section A.2.4
(e) "Client Data" shall mean the data defined in Annex 2, Section 1, which shall include the First-Party IDs. Client Data excludes Adform Data.
(f) "Client Data Processing" shall mean the Processing of Personal Data carried out by Adform as a Processor (Art. 28 GDPR) under Section C of this Agreement and as further described in Annex 2.
(g) "Digital Properties" means websites, mobile applications and other digital properties owned, controlled or managed by the Client and/or End-Customer through which Personal Data is collected and used for the purposes of the Main Agreement.
(h) "End User" means a person accessing Digital Properties.
(i) "Applicable Data Protection Law" means any or each of
(i) the General Data Protection Regulation (EU) (2016/679) (the "GDPR");
(ii) the e-Privacy Directive EC 2002/58 as amended by Directive EC 2009/136; and
(iii) any European or national data protection laws enacted on the basis of, in substitution for, or in extension of (i) or (ii).
(j) "First Party-IDs" means online identifiers which are client, domain and user specific and which are sourced on the Digital Properties of the Client.
(k) "GVL" means the Global Vendor List of the IAB TCF.
(l) "IAB TCF" means the Transparency and Consent Framework of IAB Europe in its current version.
(m) "ID Fusion” means the proprietary feature or graph developed by Adform, which, when enabled by the Client (at its own choice), permits the Processing of each and every type of online identifiers (i.e. First Party IDs and Adform IDs) for the purpose of deriving inferences about the connection of the IDs among themselves.
(n) "Joint Data Processing" shall mean the joint Processing of Personal Data carried out by the Parties under Section B of this Agreement and as further described and selected in Annex 1, irrespective of whether such activities are supported, or carried out, by Processors acting on behalf of a Party.
(o) "Purpose(s)" shall mean the Purposes defined in Annex 1, Section 2.
(p) "Services" shall mean the Adform services provided under the Main Agreement.
(q) "Service Data" shall mean all data (which might be Personal Data) collected by Adform via the Digital Properties for the purpose of the Services and which is further specified in Annex 1 Section 1 to this Agreement.
(r) "Standard Contractual Clauses" shall mean the set of standard contractual clauses for the transfer of Personal Data to recipients established in third countries, which do not ensure an adequate level of data protection approved by the European Commission from time to time; the approved version of which in force as at the Effective Date is that set out in the European Commission's Decision (EU) 2021/914 of 4 June 2021. As such standard contractual clauses may be amended or superseded by the European Commission from time to time.
(s) The terms "Personal Data", "Special Categories of Personal Data", "Collection", "Processing", "Transmission", "Controller", "Joint Controller" and "Processor" have the meaning as defined, or presupposed, in the GDPR. Unless explicitly stated otherwise, definitions agreed upon between the Parties in other documents or agreements are not applicable to this Agreement.
2.1 Scope. The Parties enter into this Agreement to ensure that each of the Parties complies with Applicable Data Protection Law when providing and/or using the Services. This Agreement shall replace all existing agreements between the Parties on the same subject matter, in particular any prior data processing agreements (Art. 28 GDPR) and all other agreements concerning compliance requirements under Applicable Data Protection Law.
2.2 Joint Controller (Art. 26 GDPR). For specific Services selected by the Client, the Parties' qualify the underlying Processing of Personal Data as Joint Data Processing and thus the Parties are considered as Joint Controllers (Art. 26 GDPR). Sections A and B of the Agreement apply to the Joint Data Processing. In the event of a conflict, Section B prevails over Section A.
2.3 Processor (Art. 28 GDPR). For specific Services selected by the Client, the Parties' qualify the underlying Processing of Personal Data as Client Data Processing and thus the Parties consider the Client as Controller and Adform as Processor. Sections A and C of the Agreement apply to the Client Data Processing. In the event of a conflict, Section C prevails over Section A.
2.4 Agency. To the extent Client acts as an agency for End-Customer, Client hereby acknowledges and assures that (i) it has been authorised by End-Customer to conclude this Agreement in its own name but for the End-Customer and likewise granted all rights necessary for the execution of this Agreement with Adform. The Client further assures to flow down the terms of this Agreement and all Parties rights and obligations, including but not limited to any Joint Data Processing and associated compliance requirements, whether according to Applicable Data Protection Law or this Agreement to End-Customer in order to ensure that the required measures as per below are taken (e.g. transparency measures in the Client-Customers privacy notice and/or Consent Management Platform, as appropriate).
2.5 Individual Controllers.With respect to Personal Data Processing that is neither within the scope of the Joint Data Processing nor the Client Data Processing both Parties are independent Controllers.
2.6 Applicability of the Main Agreement. Unless otherwise stipulated in this Agreement, the Main Agreement shall govern all of the aspects in regards to the subject matter of the Services agreed to be provided by Adform.
1.1 Joint responsibility. The Parties are jointly responsible for the Joint Data Processing (Art. 26 GDPR). The Parties shall determine the purposes and/or the means regarding the Joint Data Processing as Joint Controllers as set out in this Section B and Annex 1.
1.2 The Parties agree that the dedicated Purposes defined in Annex 1 form the Joint Data Processing under this Agreement. Each Party's responsibilities shall be allocated as follows:
1.3 Client Responsibilities: Client will implement Adform Tags according to the technical specifications as per the Main Agreement and subject to this Agreement. The Client shall ensure that no Adform Tag is set into operation on the Digital Properties before the data subject has given its consent to setting the Adform Tag and has been informed about the setting of the Adform Tag, as well as the collection of data (including Personal Data) through the Adform Tag, in accordance with Applicable Data Protection Law. Further, the Client is responsible for any storage of Service Data on its IT systems.
1.4 Adform Responsibilities: Adform will ensure that the transfer to and the storage of Service Data on its IT systems is protected by sufficient technical and organizational measures. Further, Adform will ensure technically that only the agreed Service Data is Collected and Processed through the Adform Tag for the Services used by Client and its associated Purposes described herein.
1.5 Changes to Joint Data Processing: If the case may be that Adform changes it Services and/or changes in Applicable Data Protection Law and/or jurisprudence applicable to Adform require the latter to do so, it will update the respective list of Joint Data Processing defined under Annex 1 and will provide Client with an Amendment to this Agreement whose execution shall not be unreasonably withheld by the Client.
2.1 Information and transparency. On its Digital Properties, Client shall provide information in an easily accessible and meaningful manner and in accordance with Applicable Data Protection Law about the Joint Data Processing. This information shall inter alia include (i) a link to Adform's privacy policy; (ii) the Parties' identities as Joint Controllers for the specific Joint Data Processing scenarios and dedicated Purposes as defined in Annex A and/or as provided by Adform through any other means from time to time; and (ii) the identification of the first point of contact towards data subjects for exercising data subject rights in the context of Joint Data Processing (i.e. governance of joint controllership).
2.2 Legal basis. The Client enables End-Users to consent and as applicable, to object to the Joint Data Processing in accordance with the available legal basis indicated by Adform. In any case, the Client shall obtain consent for the use of the Adform Tags in accordance with Applicable Data Protection Law. Any Joint Data Processing of Service Data Collected through the Adform Tag shall be carried out on the legal basis as defined in Annex 1.
2.2.1 If the legal basis for any of the Purposes listed in Annex 1 is consent, the Client shall seek the End-Users' consent and honour any withdrawal, as applicable. In the event that an End User declares a withdrawal of consent via Adform, Adform will honour this withdrawal and technically ensure that no further Processing of Personal Data concerning this End-User (including Joint Data Processing) is taking place. Where technically Adform cannot honour a data subject rights in regards to the Client Data, Adform will defer such request to Client.
2.2.2 If the legal basis for any of the Purposes listed in Annex 1 is both Parties' legitimate interests, the Client shall provide the necessary information in its privacy notice, including but not limited to the identification of the Parties' legitimate interests and the End-Users' ongoing right to object to the respective Joint Data Processing at any time by enabling an easy-to-facilitate opt-out mechanism.
2.3 Disclosure. Client shall make available the essence of Section B of this Agreement that suffices the Applicable Data Protection law.
2.4 Consent Requirements. If and to the extent the Client obtains consent for the Joint Data Processing, the consent must be obtained in accordance with Applicable Data Protection Law which includes that it must:
(a) be voluntary, specific, informed and unambiguous;
(b) not be a pre-condition for access to a service or the performance of a contract;
(c) identify Adform as the recipient of the data; and
(d) contain an easily recognisable reference to the option to reject consent (i.e. implementing a "reject all-button").
Client shall be able to store the evidence of user’s choices in a manner that suffices and is compliant with the Applicable Data Protection Law. On reasonable request of Adform, Client shall provide Adform with evidence of the consent or such applicable user’s choices without undue delay (an email shall suffice).
Adform shall:
(a) Process Personal Data collected through Joint Personal Data Processing only for the Purposes; and
(b) Not carry out any automated individual decision-making, including profiling under this Agreement, within the meaning of Art. 22 GDPR.
5.1 Compliance. If the Client supports IAB TCF, Client undertakes to comply with all applicable regulations and specifications as well as terms and conditions governing the IAB TCF during the term of this Agreement.
5.2 Effect. Provided that Client supports the IAB TCF and subject to the Client's fulfilment of its obligations under Clause B.1 at all times, Client fulfils its obligations under Clauses B.2.1, 2.2, B2.3, B.2.4 by using a CMP with valid registration of the IAB in accordance with the applicable regulations of the IAB TCF and the information provided by Adform via the GVL.
5.3 TCF changes. At the time of signing of this Agreement, Adform supports the IAB TCF 2.0 (available at
https://iabeurope.eu/tcf-2-0/). Adform shall give due notice if it intends to move to another standardized mechanism to support compliance with Applicable Data Protection Law (e.g. change to another consent and transparency framework) or to a successor version of the IAB TCF 2.0. In such a case and to the extent applicable, the provisions contained in this Agreement related to the IAB TCF shall apply
mutatis mutandis to the successor version or any other consent and transparency mechanism, as applicable and appropriate. To the extent any of the above requires changes or amendments to the provisions of this Agreement, the Parties will discuss in good faith to amend this Agreement as required.
5.4 Non-TCF CMP. If Client uses a Non-TCF CMP instead, the Client has to ensure compliance with this Agreement, in particular provided that at all times Client fulfils its obligations under Clauses B.1, B2.3, 2.2, B.2.4 and B.2.5.
6.1 Requests. Data subjects can exercise data subject rights under Applicable Data Protection Law with regard to the Joint Data Processing against any Party. The Client shall immediately forward any data subject inquiries from End-Users regarding the Joint Data Processing to Adform where relevant and vice versa. The Parties agree that Client shall not answer to data subject inquiries regarding the Joint Data Processing without prior consultation of Adform, if applicable.
6.2 Contact person. The Client will name itself in its privacy policy or within another suitable and legally permissible place as the first point of contact for exercising data subject rights with respect to the Joint Data Processing.
6.3 Support. Adform is free to use standardised or automated methods to enable End-Users to exercise data subject rights. The Client shall use reasonable commercial endeavours to support such methods (e.g. by integrating a corresponding tool or opt-out link into the Digital Properties).
7.1 Data security. Both Parties maintain appropriate technical and organisational security measures in their respective areas of responsibility to ensure a level of protection appropriate to the risk (Art. 32 GDPR).
7.2 Reporting and notification obligations. Should a personal data breach occur with one Party, this Party will inform the other Party immediately in writing (an email is sufficient). The Parties will subsequently cooperate with each other to minimize the impact of the personal data breach, and/or to remedy the personal data breach. Adform shall fulfil any notification obligations arising from Art. 33 and 34 GDPR in the context of Joint Data Processing.
7.3 Records of Processing Activities. Where necessary and as such required by the Applicable Data Protection Law, the Parties shall each keep separate records of processing activities with respect to the Joint Data Processing.
7.4 Information. If a claim is made against one of the Parties, alleging that the Joint Data Processing is unlawful in whole or in part, this Party shall inform the other Party without undue delay.
7.5
International Data Transfers. Within the scope of Joint Data Processing, Adform shall only transfer Service Data outside of the European Economic Area based on measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. The Parties agree to comply with the transfer requirements as set forth in the latest version of the Standard Contractual Clauses and as it may be amended from time to time. A transfer of Personal Data may however occur in the context of Adform's ID matching and its associated Processing including a transfer of Personal Data to dedicated third parties listed here:
https://site.adform.com/privacy-center/adform-cookies/.
8.1 External. The Parties are jointly and severally liable in relation to affected data subjects for any damage caused in the course of Joint Data Processing by Processing that does not comply with Applicable Data Protection Law. A Party shall be exempted from liability if it proves that it is in no way responsible for the circumstance by which the damage occurred (Art. 82 GDPR).
8.2 Liability between the Parties. With respect to the liability between the Parties, the Main Agreement shall apply.
1.1 Relationship. The Client appoints Adform as a Processor to Process the Client Data for the purposes of Client Data Processing as described in this Agreement. Each Party shall comply with the obligations that apply to it under Applicable Data Protection Law. If Adform becomes aware that the Client Data Processing infringes Applicable Data Protection Law, it shall promptly inform the Client.
1.2 Instructions. Adform processes Client Data exclusively in accordance with the Client´s documented instructions. The Parties agree that the Main Agreement and this Section C, together with the settings made by the Client in Adform's platform when using the Services, shall constitute the Client´s documented instructions. Details on the Data Processing, including the nature of Processing, the type of Personal Data being Processed and the categories of data subjects concerned, are described in Annex B (Data Processing Activities) to the Agreement.
1.3 IP addresses. As part of its Services, Adform may anonymize IP addresses directly at the source (IPv4: replacing the last octet of an IPv4 address with a fixed string, IPv6: deleting the last 24 bit of the prefix; deleting the Interface Identifier or another anonymisation method). IP addresses that have been anonymized in accordance with this Clause, does not constitute Personal Data and shall not be subject to this Agreement.
2.1 Technical and organisational security measures. Adform shall implement technical and organisational security measures necessary to protect the Client Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Client Data (a "
Security Incident"), in compliance with the Applicable Data Protection Law. An overview of such technical and organisational measures which have been implemented as of the effective date is set out in
https://site.adform.com/privacy-center/corporate-privacy/physical-organisational-and-it-security-measures. As technical and organisational measures are subject to technological development, Adform is entitled to implement alternative measures provided they do not fall short of the level of data protection set out by the Applicable Data Protection Law. Upon request by the Client, Adform shall demonstrate which technical and organisational measures it has implemented. Such demonstration may be made by presenting current certification or a report such as by an internal or external data protection officer, a privacy auditor, the IT security department or a suitable certification by an IT security or privacy audit (e.g. ISO 27001) (
“Audit Report”).
2.2 Access. Adform will ensure that only such personnel within its organisation that have a need to know will access and work with Client Data, and that such personnel is subject to adequate confidentiality obligations or are under a statutory obligation of confidentiality.
2.3 International Data Transfers. Adform shall not transfer Client Data outside of the European Economic Area unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law, including the execution of the latest version of the Standard Contractual Clauses and as it may be amended from time to time.
2.4 Cooperation and data subjects' rights. Taking into account the nature of Processing and the information available to Adform, Adform shall provide reasonable and timely assistance to the Client (at the Client's expense) to enable the Client to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the Client Data Processing under this Agreement. In the event that any such request, correspondence, enquiry or complaint is made directly to Adform, Adform shall promptly inform the Client providing full details of the same. Upon request, Adform shall provide the Client with contact details of the individual(s) to approach with privacy-related queries.
2.5 Data Protection Impact Assessment. Adform shall provide reasonable cooperation to the Client (at the Client's expense) in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.
2.6 Security incidents. If Adform becomes aware of a confirmed Security Incident, Adform shall inform the Client without undue delay and shall provide reasonable information and cooperation to the Client so that the Client can fulfil any data breach reporting obligations it may have under (and in accordance with the timescales required by) Applicable Data Protection Law. Adform shall further take any such reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and shall keep the Client aware of all material developments in connection with the Security Incident.
2.7 Deletion or return of Data. Upon termination or expiry of this Agreement or the Main Agreement, as appropriate, Adform shall (at the Client's election) destroy or return to the Client all Client Data in its possession or control. This requirement shall not apply to the extent that Adform is required by applicable law to retain some or all of the Client Data, or to Client Data it has archived on backup systems, which Client Data Adform shall securely isolate and protect from any further processing except to the extent required by such law.
2.8 Confidentiality of processing. Adform shall ensure that any person it authorises to Process the Client Data shall protect the Client Data in accordance with Adform's confidentiality obligations under this Agreement and the Main Agreement.
2.9 Audit. The Client acknowledges that Adform is regularly audited against ISO 27001 and, as the case may be, other industry standards by independent third party auditors. Upon request, Adform shall supply a summary copy of its audit report(s) to the Client, which reports shall be subject to the confidentiality provisions of this Agreement and the Main Agreement. Adform shall also respond to any written audit questions submitted to it by the Client. The Client shall not exercise this right more than once per year unless Client is able to establish that specific circumstances require an additional audit. Client shall have the option to conduct on site audits of Adform's information security procedures, services and support delivery centres ("Data Premises") through the Client or an independent third-party auditor as authorized by Client, who shall be bound to strict confidentiality obligations, so far as the premises are relevant to Client Data Processed by Adform under this Agreement. Such an on-site audit of the Data Premises shall only be conducted:
(a) In case of a Security incident according to Clause 2.6 of Section C;
(b) Where an audit has been requested by a competent supervisory authority; or
(c) Where Adform did not provide Client with sufficient proof of compliance with technical and organisational measures subject to Art. 32 GDPR.
For the avoidance of doubt, any auditor selected by Client must be qualified for its role and cannot be a direct or indirect competitor of Adform. Adform requires Client to provide at least sixty (60) days written advance notice of any audit, unless mandatory Applicable Data Protection Law or a competent supervisory authority require a shorter notice. Save as otherwise provide above, the time-frame and scope of any audits shall be mutually agreed between the Parties prior to any audit and should take place within Adform's ordinary business hours. To avoid repetitive audits and to minimize the effort required for an audit, the Parties agree to act in good faith and to use and share the certifications in place and the audits reports. Client will bear the costs of any audit unless such audit reveals a material breach of Adform of this Agreement, in which case, Adform will bear its own expense.
2.10 Subcontracting. The Client consents to Adform engaging third party sub-processors to Process Client Data provided that: (i) Adform maintains an up-to-date list of its sub-processors available at https://site.adform.com/terms-and-conditions/adform-affiliates-and-third-party-subprocessors/ which it shall update with details of any change in sub-processors at least 10 days' prior to any such change; (ii) Adform imposes data protection terms on any sub-processor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and (iii) Adform remains liable for any breach of this clause that is caused by any act, error or omission of a sub-processor. The Client may object to the Adform's appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable legal grounds relating to data protection. In such event, Adform will either not appoint or replace the sub-processor or, if this is not possible, the Client may suspend or terminate this Agreement or the Main Agreement (without prejudice to any fees incurred by the Client prior to suspension or termination). 3.1 No Directly Identifiable Data. The Client shall not transfer to, make available for, submit, or grant to Adform access to any directly identifiable Personal Data (i.e. data that is not pseudonymous). If Adform comes into possession of or gets access to directly identifiable Personal Data from Client, Client shall cease any such transfer or submission without undue delay. Adform reserves the right to block any transfer or submission of directly identifiable Personal Data, and to delete any such data from its systems, in its sole discretion.
3.2 Information. The Client shall inform Adform as soon as reasonably possible of any legitimate inspection or audit by any competent supervisory authority, which relates to the Client Data Processing.
3.3 Data Subject Requests. The Client shall inform Adform as soon as reasonably possible about any support required in relation to responding to a data subject rights request under the Applicable Data Protection Law that is related to the Client Data Processing.
3.4 Warranty. The Client warrants to Adform that any Client Data it provides to Adform for Client Data Processing is Processed by Client in accordance with Applicable Data Protection Law. The Client further warrants to Adform that Client Data may legally be Processed in the manner necessary to deliver the Services in accordance with the Main Agreement and this Agreement.
This Agreement will be in force for as long as Adform Processes Personal Data on behalf of Client in accordance with this Agreement or the Main Agreement. In case of termination or expiry of the Main Agreement or this Agreement, this Section C shall continue to be in force until all Client Data has been destroyed or returned to the Client.
1. Service Data. The Joint Personal Data Processing applies to the Collection and Processing of Service Data that varies depending on the Services selected by the Client. The Service Data may include as applicable: Adform ID, Mobile Advertising ID (MAID), Client 1st Party IDs, IP Addresses, technical data related to either Adform, MAID or Client 1st Party ID such as events (e.g. impressions, clicks, conversations) and meta data (e.g. type of device, browser, screen size), bid request data (e.g. days from the last visit, URLs visit, hardware device type, geography city, country.
2. ID Fusion. If the ID Fusion feature is enabled by the Client the Client’s 1st Party IDs, Adform Data and the MAIDs will be processed for the purposes described below under Section 3, as it may be applicable under the Services selected by Client in the Main Agreement.
3. As described above in Section B the Parties' scope of Joint Data Processing includes (1) – subject to End User's consent - the Collection of Service Data and/or accessing Service Data through Adform Tags on Digital Properties or transmitted by Client independent of Adform Tags for the following Purposes, as associated with the Services used by the Client:
|
No.
|
Services
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Joint Data Processing Purposes
|
Legal Basis
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|
2
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Supply Side Platform
Demand Side Platform
Ad Serving
Data Management Platform
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Matching and combining of identifiers (e.g. Adform ID, Client's 1st Party IDs as applicable), Link different End User devices
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Consent
|
|
3
|
Supply Side Platform
Demand Side Platform
Ad Serving
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Creation of an End User personalized advertising profile
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Consent
|
|
4
|
Demand Side Platform
Ad Serving
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Selection of personalized and/or contextual advertisements, Retargeting
|
Consent
|
|
5
|
Supply Side Platform
Demand Side Platform
Ad Serving
|
Technically deliver advertisements
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Legitimate interests
|
4. IAB TCF references. To the extent the Parties support the IAB TCF the Joint Personal Data Processing and above Purposes are allocated to the following IAB TCF purposes as further described in the IAB TCF v2.0 policy:
- Collection of Service Data and/or accessing Service Data through Adform Tags on Digital Properties (purpose 1)
- Matching and combining of identifiers (purpose 1; feature 1)
- Link different End-User devices (purpose 1; feature 4)
- Creation of an End-User personalized advertising profile (purpose 3)
- Selection of personalized and/or contextual advertisements (purpose 2, purpose 4)
- Technically deliver advertisements (special purpose 2)
5. Miscelleanous. Any other subsequent Processing of Service Data that either Party may carry out in its capacity as a Controller and/or Processor, as appropriate, remain unaffected. In the event of a conflict, this Annex takes precedence over Section B of the Agreement.
1. Client Data defined as:
1.1. Using standard pixels/scripts, the following types of personal data are processed: 1st Party IDs, part of the IP address, location derived from the full IP address (or if in-app the location transmitted by the App), the URL of the web page, technical browser and device information and timestamp. In addition, the script/pixel allows the Client to feed additional variables to Adform's platform by using predefined variable names such as “Sales Value”, “Product Name”, “OrderID”, etc. that allow the Client to transmit data e.g. about the products being seen/visited or bought (Sale Confirmation webpage). For purpose of clarity, where the Client decides to enable Adform’s 1st party site tracking technology on its digital properties.
1.2. Using the Adform Software Development Kit (SDK) for App Download and Event Tracking or similar third-party tracking tools from Mobile Measurement Partners (MMPs) the following types of data is processed: Mobile advertising ID, app download data (e.g. app store identifiers, app starts, custom events).).
1.3. No special categories of personal data or other sensitive information are processed by Adform for the Client.
2. Processing operations. Client Data is used by Adform, subject to Client's choice and/or use of the respective Adform Service, to perform the following processing activities for Client:
2.1. Bid Optimization, i.e. use Client Data to decide on which impressions from different exchanges a bid may be issued;
2.2. Statistical Location Data, i.e. enriching Client Data with aggregate statistical location- based data;
2.3. Audience Management and segmentation of Client Data, i.e. the categorization of Client Data into segments as a data management tool;
2.4. Ad Serving, i.e. the delivery and optimization of Ads on third party properties and the collection of information about interactions with Ads.
For the following processing operations Adform acts as a sole controller:
a. Measure advertisement performance (IAB Purpose 7)
b. Fraud prevention and security (IAB Special Purpose 1)
c. Develop and Improve products (IAB Purpose 10)
Data Subjects affected by the Processing of Client Data through Adform are End-Users of digital properties including websites and mobile apps owned or controlled by the Client; customers of the Client.
[THIS ANNEX SHALL ONLY BE APPLICABLE WHERE THE CLIENT HAS OPTED IN TO PURCHASE THE ADFORM MASTER DATA SERVICES.]
1. Definitions
1.1 Capitalized terms used in this Annex 3 which have not been defined in Section 1.2 shall have the meaning given to them in the PCA.
1.2 In this Annex 3, the following terms shall have the following meanings:
“Adform Master Report Data” shall mean the portion of the Master Report Data that is not Client Data.
“Master Report” shall mean the reporting feature to which Client has subscribed which contains the Master Report Data (known as “Master Data” under Main Agreement).
“Master Report Data” shall mean data comprised in the Master Report, including Client Data, Adform Data and, as the case may be, other log level data which is owned and/or controlled by Adform or third-party partners of Adform.
2. License
2.1 Adform hereby grants Client a limited, non-exclusive, non-transferable and non-sublicensable license to use, access, view, display, and analyse the Adform Master Report Data for the sole purposes of (i) understanding the performance of Client´s advertising campaigns supported by Adform´s services and (ii) improving the use of the Adform platform by Client, including the creation of refined segments based on the Adform Master Report Data. Any further use of the Adform Master Report Data requires the prior written consent of Adform.
2.2 Except for as expressly granted herein, Adform and/or its partners shall retain all rights in the Adform Master Report Data.
3. Privacy
3.1 Each party shall maintain a publicly-accessible privacy policy on its website that satisfies the transparency disclosure requirements of Applicable Data Protection Law. Both Parties will cooperate in good faith in order to identify the information disclosure requirements.
3.2 Client shall not use the Adform Master Report Data for any other purposes than contemplated in clause 2.1 without prior written approval of Adform. Client shall not
(a) Combine, or attempt to combine, Adform Master Report Data with directly identifiable Personal Data it holds or obtains; or
(b) Identify, or attempt to identify, individual End-Users relating to the Adform Master Report Data
unless Client has obtained written consent of the data subject or another legitimate basis exists under which the activities set out in (a) and (b) above are permitted.
3.3 Client shall implement appropriate technical and organisational measures to protect the Adform Master Report Data. In the event that the Client suffers a confirmed Security Incident, the Client shall notify the Adform without undue delay and the Parties shall cooperate in good faith to agree and action such measures as may be necessary to mitigate or remedy the effects of the Security Incident.
3.4 If Client is located in a territory outside of the European Economic Area (“EEA”) or discloses Adform Master Report Data to an affiliate or branch office located outside of the EEA, Client shall ensure that the transfer of Adform Master Report Data is in compliance with Applicable Data Protection Law and verify such compliance to Adform upon request. Such measures may include (without limitation) transferring the Adform Master Report Data (i) to a recipient in a country that the European Commission has decided provides adequate protection for personal data, (ii) to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, (iii) or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
4. Termination
4.1 Adform may in its sole discretion terminate or suspend the Master Report subscription if, in Adform´s reasonable opinion, Client is in breach of clauses 2 or 4 of this Annex 3.
Version 1.0. Released: 1 January 2022
COMMISSION IMPLEMENTING DECISION on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council
between
Name of data exporting organization: Adform, as identified in the IO, (hereinafter “data exporter”)
and
Name of the data importing organization: Client, as identified in the IO, (hereinafter: “data importer”)
each a “party”; together “the parties”,
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)[1] 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 Section A of Annex I. (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 Section A of Annex I. (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 Section B of Annex I.
(d)The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
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.
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 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
(iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
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.
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.
Description of the transfers
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.
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.
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
MODULE ONE: Transfer controller to controller
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 defence 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 minimisation
(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 organisational measures to ensure compliance with this obligation, including erasure or anonymisation [1] 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 organisational measures to ensure the security of the personal data, including 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, 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 pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.
(b) The Parties have agreed on the technical and organisational measures set out in Annex II. 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 authorised 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 pseudonymisation) 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[2] (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 defence 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.
[1] This requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone, in line with recital 26 of Regulation (EU) 2016/679, and that this process is irreversible.
[2] The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
MODULE TWO: Transfer controller to processor
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Use of sub-processors
[Not used in Module One (C2C) Standard Contractual Clauses]
MODULE TWO: Transfer controller to processor
a) OPTION 1: SPECIFIC PRIOR AUTHORISATION
The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least 2 months prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 2 months in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.8 The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Data subject rights
MODULE ONE: Transfer controller to controller
(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.[1] 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 authorised 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.
[1] That period may be extended by a maximum of two more months, to the extent necessary taking into account the complexity and number of requests. The data importer shall duly and promptly inform the data subject of any such extension.
MODULE TWO: Transfer controller to processor
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body[1] at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress
[1] The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
(a) 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.
(b) 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.
(c) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(d) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(e) 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.
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.
MODULE TWO: Transfer controller to processor
(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) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Supervision
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(c) 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.
Local laws and practices affecting compliance with the Clauses
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
(a )The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination- including those requiring the disclosure of data to public authorities or authorising access by such authorities - relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards[2];
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c)The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation . The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Obligations of the data importer in case of access by public authorities
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on 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.
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 authority [for Module Three: and the controller] 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) [For Modules One, Two and Three: 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.
Governing law
MODULE ONE: Transfer controller to controller
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 Danish Law, unless a different competent supervisory authority may be found to have jurisdiction given the subject matter of the dispute.
MODULE TWO: Transfer controller to processor
These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Denmark.
Choice of forum and jurisdiction
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
(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 Denmark.
(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.
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
1. Data exporter(s): Adform A/S, the signatory to the Privacy Compliance Agreement, Data Transfer Agreement or Data Processing Agreement, as applicable
Role (controller/processor): controller
2. Data importer(s): The signatory to the Privacy Compliance Agreement, Data Transfer Agreement or Data Processing Agreement, as applicable.
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
1. Categories of data subjects whose personal data is transferred
End Users of digital properties such as websites and mobile applications.
2. Categories of personal data transferred
- Cookie ID of the exporter;
- Mobile Advertising IDs;
- Technical information related to the end user´s devices, such as referrer URL, timestamp, anonymized IP address; and
- Segment Information: interest data, intent data, sociodemographic data associated with a Cookie ID or Mobile Advertising ID.
3. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Transfer is on continuous basis subject to users privacy choices.
4. Nature of the processing
Collection, tracking, analysis, storage, deletion for the purposes outlined below
5. Purpose(s) of the data transfer and further processing
The transfer is made for the following purposes
- Where the importer is a partner of the exporter which bids on advertising inventory offered by the exporter: To provide the importer with the information necessary to decide whether or not to bid for an advertising impression on a digital property, including the information to determine the correct bidding price for such advertising impression and forecast whether an end user would be interested in a particular online advertisement;
- Where the importer is a partner of the exporter which engages in cookie matching with the exporter: To facilitate the matching of IDs between the exporter and the importer;
- Where the importer is a partner of the exporter which buys, sells or distributes online advertisements: To allow the importer to target and tailor online advertisements to the interests and browsing behavior of the end users;
- Where the importer is a partner of the exporter which buys, sells or distributes online advertisements: To allow the importer to use audience segments of the exporter, or combine audience segments with other data and segment information not originating from the exporter;
- Where the importer is a subscriber of the Master Reporting Service offered by the exporter: To provide master reporting services to the importer as described in the applicable agreement on the provision of master reporting services; and
- To allow the importer to analyze traffic information for the purpose of fraud detection and fraud prevention.
6. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
60 days after the last interaction with the Adform cookie and in aggregated form 13 months
7. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
N/A
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
Identify the competent supervisory authority/ies in accordance with Clause 13.
For Adform A/S:
Danish Data Protection Agency
Borgergade 28,5
1300 Copenhagen K
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
Each Party is responsible to ensure it has implemented appropriate technical and organisational measures that to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. Each party may enquire the other party to make available in more detail the technical and organisational measures it has implemented.
Those measures shall consist of more of the following:
- Measures of pseudonymisation and encryption of personal data
- Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
- Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
- Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
- Measures for user identification and authorisation
- Measures for the protection of data during transmission
- Measures for the protection of data during storage
- Measures for ensuring physical security of locations at which personal data are processed
- Measures for ensuring events logging
- Measures for ensuring system configuration, including default configuration Measures for internal IT and IT security governance and management Measures for certification/assurance of processes and products
- Measures for ensuring data minimisation Measures for ensuring data quality Measures for ensuring limited data retention Measures for ensuring accountability
- Measures for allowing data portability and ensuring erasure]
- For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter
[1] Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.
[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.