Standard Contractual Clauses

1. Purpose and scope

1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
2. The parties
1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
3. have agreed to these standard contractual clauses (hereinafter: “Clauses”).
4. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
5. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

2. Effect and invariability of the Clauses

1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

3. Third-party beneficiaries

1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
2. Clause 8 - Clause 8.1(b), 8.9(a), (c), (d) and (e);
3. Clause 9 - Clause 9(a), (c), (d) and (e);
4. Clause 12 - Clause 12(a), (d) and (f);
5. Clause 13;
6. Clause 15.1(c), (d) and (e);
7. Clause 16(e);
8. Clause 18 - Clause 18(a) and (b);
2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

4. Interpretation

1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

5. Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

6. Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

7. Docking clause

1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
2. 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.
3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

8. Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

1. 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.
2. 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

1. 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.

2. 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.

   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.

3. 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:

1. the onward transfer is to a country benefiting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
2. 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;
3. 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
4. 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

1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
2. 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.
3. 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.
4. 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.
5. 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.

9. Use of sub-processors

1. The data importer has the data exporter’s general authorization 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 24 hours 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.
2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
3. 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.
4. 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.
5. 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.

10. Data subject rights

1. 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.

   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.

2. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

11. Redress

1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
2. 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.
3. 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:
1. 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;
2. refer the dispute to the competent courts within the meaning of Clause 18.
4. 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.
5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
6. 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.

12. Liability

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

2. 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.

   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.

3. 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.
4. 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.
5. 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.
6. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

13. Supervision

1. 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.
2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

14. Local laws and practices affecting compliance with the Clauses

1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
2. the laws and practices of the third country of destination – including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

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

15.1 Notification

1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 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

1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

16. Non-compliance with the Clauses and termination

1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
2. the data importer is in substantial or persistent breach of these Clauses; or
3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

4. Personal data 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.
5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

17. Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

18. Choice of forum and jurisdiction

1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
2. The Parties agree that those shall be the courts of Ireland.
3. 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.
4. The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

1. Name: WhatsApp Ireland Limited

Address: Merrion Road, Dublin 4, D04 X2K5, Ireland

Contact person’s name, position and contact details: Stephen Deadman, Data Protection Officer, dpo@fb.com

Activities relevant to the data transferred under the Clauses: Provision of the Services by WhatsApp Ireland Limited from time to time in the Territory.

Signature and date:

_____________________________


Data importer(s)

2. Name: WhatsApp LLC

1601 Willow Road, Menlo Park, CA 94025, California, United States of America

Contact person’s name, position and contact details: Andrea Kirkpatrick, Head of WhatsApp Legal, wanotices@fb.com

Activities relevant to the data transferred under the Clauses: Provision of services and other activities related to the purposes of processing set out in Part 2 of this Annex.

Signature and date:

_____________________________

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

European region users of the WhatsApp service.

Categories of personal data transferred

The mobile phone numbers of European region users of the WhatsApp service and in certain circumstances (i.e. when in combination with the relevant phone number which can lead to the identification of an individual), the verification codes to be sent to such users.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

No sensitive data is transferred.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Continuous.

Nature of the processing

The nature of the processing is the performance of such operations as may be necessary in order to carry out mobile network related services. Namely:

• transfer of data via the Short Message Peer-to-Peer (SMPP) protocol or similar protocol; and
• converting the message into an SMS form for onward transmission.

Purpose(s) of the data transfer and further processing

The purpose of the processing is to enable the sending of SMS messages to WhatsApp users and specifically the following:

• Communicating with users via mobile network services, including:
• carrying out two factor authentication;
• sending messages to confirm phone number ownership during registration to WhatsApp;
• Providing technical engineering support and trouble-shooting.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The data importer shall retain personal data transferred pursuant to this Agreement for the duration of this Agreement, unless obliged to delete, return or retain such personal data in accordance with this Agreement or in accordance with any applicable group retention policy or applicable law.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Not applicable

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority in accordance with Clause 13

Data Protection Commission, Ireland

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

The data importer shall implement the security objectives described below to protect its systems, including the physical, technical, and administrative controls that govern access to and use of the data importer's systems. Properly implemented, the measures below represent a description of the technical and organisational security measures that the data exporter considers appropriate to ensure the security of the data, taking into account the nature, scope, context and purposes of the processing activity as well as the potential risk to the rights and freedoms of natural persons.

To enable oversight of the data importer’s implementation of the measures, the data importer shall have in place a dedicated security team to oversee the development, implementation, effectiveness testing and ongoing maintenance of a security program, in order to realise these security requirements.

The data importer shall also, at the request of the data exporter, be able to describe the means by which it is achieving these security requirements and shall maintain appropriate records and other evidence to enable the data exporter to perform oversight of the implemented security measures.

1. Application Security

The data importer shall implement appropriate security measures to prevent, detect and mitigate threats/flaws in its products and services throughout the development lifecycle.

These measures include:

1. Implementation and maintenance of secure application frameworks as part of the software development lifecycle.
2. Controls to identify bugs and triage, monitor and mitigate them through the use of static and dynamic analysis tools, a bug bounty program, and manual code reviews.

2. Asset Management

The data importer shall actively manage (inventory, track, and correct) devices on its network, so that only authorised devices are given access. Such measures must include requirements for user identification and authorisation.

These measures include:

1. Asset acquisition, including intake request and purchase approval, must occur in accordance with relevant policies (as updated from time to time) through defined processes and approved channels.
2. Maintenance of an asset inventory, tracking all assets throughout their lifecycle.
3. Mobile devices come with a pre-installed mobile device management (“MDM”) solution that allows controlled access to networks and has the ability to remotely wipe lost or stolen mobile devices.
4. Devices are quarantined if they do not connect with the MDM solution regularly.

3. Business Continuity and Disaster Recovery

The data importer shall protect critical business processes from the effects of major failures of information systems or disasters and ensure their timely resumption in the event of an incident. These measures must include requirements for ensuring ongoing availability and resilience of processing systems and services and for the ability to restore availability and access to personal data in a timely manner in the event of an incident.

These measures include:

1. Implementation of a disaster recovery program that focuses on making information systems resilient against failures and disasters with designated personnel with responsibility for developing and improving disaster recovery capabilities.
2. Perform data backups to enable resumption of system operations in an event of failure.
3. Replication of data across multiple data center regions across the globe and automatically route and load-balance network traffic based on latency and network health checks.
4. Regular disaster recovery tests and, based on the learning from these tests, works to update and improve its disaster recovery processes and automated technologies.

4. Security Compliance, Policy & Risk

The data importer shall align security objectives with business goals, applicable laws and regulations through the creation and maintenance of appropriate documentation, while effectively managing risk and meeting compliance requirements.

These measures include:

1. Considering and, as appropriate, adopting recommendations from an established security leadership team including key stakeholders to operate, maintain and continually develop a comprehensive information security program through an integrated system of policies, standards, guidelines and controls.
2. Maintenance of a suite of information security policies based on a standard policy framework.
   1. Provide risk-based security requirements and measurable security recommendations in policy form;
   2. Provide guidance on the adoption of requirements and recommendations;
   3. Procedures regarding the policy development lifecycle (development, implementation, maintenance, and exception management).
3. Regular assessments of compliance with security policies, frameworks, and regulatory requirements.
4. Maintenance of a risk program which includes risk assessment and risk management procedures.
5. Inputs from activities such as vulnerability scanning, penetration testing, and product security reviews are used to determine risks.

5. Configuration Management

The data importer shall have in place measures to configure systems and applications in a consistent and secure manner.

These measures include:

1. Configuration settings, including secure baselines are maintained through a system management tool for production servers, mobile devices and network devices:
   1. Baseline configurations are stored in a central repository and define the services available on each system and how those services should be configured;
   2. Standard configurations are established for network devices.
2. Automated tools verify that standard device configurations are being used and detect changes to configurations.
3. Security configurations are managed through configuration management and change control processes.

6. Change Management

The data importer shall have in place measures to ensure changes to critical systems follow approved procedures and are tracked through version control tools.

These measures include:

1. Formal process and internal tracking system to initiate and log changes, review, and test code changes ensuring integrity and accountability for code changes.
2. Formal process and internal tracking system to initiate, log, review and test configurations changes ensuring integrity and accountability for configuration changes.
3. Monitoring changes for a period of time before full deployment to all production systems.

7. Data Security

The data importer shall have in place security measures to protect data confidentiality, integrity and availability throughout the data lifecycle, from creation until deletion.

Such measures must ensure ongoing confidentiality and integrity of processing systems and services and include requirements for the protection of data during transmission and storage.

These measures include:

1. Implementation of policies and standards such as data classification standards that require that appropriate security and access controls be implemented, taking into account data type, business need, the nature and purpose of processing, legal requirements, and roles and responsibilities of accessing parties:
   1. Specific policies apply to access to and use of WhatsApp user data;
   2. Noncompliance with such policies may result in a formal disciplinary process.
2. Specific policies define permitted and prohibited data sharing, based on data classification.
3. Data is not shared externally without first obtaining approval from appropriate stakeholders including Legal, and, where appropriate or required, implementation of a non-disclosure agreement.
4. Internal sharing of confidential / private data is subject to the principle of least privilege requirements (which requires that personnel have only the minimum level of access necessary to perform their roles and job responsibilities).
5. Full disc or file based encryption is implemented on all managed laptops and mobile devices.
6. Encryption of data in transit across public networks using strong industry protocols.

8. Identity & Access Management

The data importer shall implement technical and organisational measures to provide security throughout the identity and access management lifecycle by ensuring access to data and systems are provisioned to the authorised people through correct channels.

These measures include:

1. User identity is tied to a unique account and access is limited based on role, elevated access such as administrative or super-user access that allows for the full control of critical identity and access management systems is restricted to authorised personnel.
2. Identity management systems (or directory services) are used for managing:
   1. Account access credentials providing access to information systems, e.g. the corporate or production network; and
   2. elevated access credentials.
3. Access credentials may not be shared with unauthorised individuals, stored on unauthorised devices, or retained in an insecure manner.
4. Changes to access levels are logged for analysis and investigative purposes.
5. Automatically disable account access credentials, providing access to information systems, e.g. the corporate or production network, assigned to employees including contractors and contingent workers after their termination date.
6. Passwords must meet password complexity requirements as defined in the password and passcode complexity standard.
7. Multi-factor authentication is enabled, where possible, for all information systems.
8. Cryptographically protect or otherwise secure user passwords when stored and when in transit over the Internet or other similar transmission channels.

9. Logging & Monitoring

The data importer shall ensure that security logs are effectively generated, protected and reviewed to support the detection and investigation of suspicious events in production and corporate systems.

These measures include:

1. Logging and monitoring systems are designed to generate logs of event types that enable security related activities to be detected.
2. Logs are sent to remote log aggregator systems.
3. Clocks are synchronised to a single referenced time source.
4. Logs are protected in transit where appropriate.
5. Logs are protected against unauthorised changes or access.
6. Logs are backed up according to defined schedules and retention policies.
7. Procedures are in place to ensure that alerts triggered by monitoring and detection tools are routed to dedicated security Personnel, reviewed and triaged based on the type of alert, and escalated where appropriate.
8. Endpoint-monitoring software is in place to log and monitor activity on managed IT assets.

10. Network Security

The data importer shall have in place measures to securely design, protect and manage the supporting network infrastructure (including firewalls, routers, switches, and related infrastructure) and to protect information flowing in its networks from unauthorised access.

These measures include:

1. Protecting data and information systems against unauthorised access based on the risks associated with each network, including guest networks, and the internet by using: network segmentation, security zones, access control lists, traffic monitoring, firewalls and demilitarised zones (i.e. subnetworks that are physically or logically separated from each other and internal networks).
2. Centralised authentication and authorisation services used to access and manage network assets.
3. The use of secure protocols for remote access to critical systems such as an approved VPN client and 2-factor authentication.
4. The use of firewalls, anti-spoofing technologies on perimeter and edge information systems.
5. Regular review of firewall and router configurations including automated port scans for service discovery to ensure that the configuration rules comply with applicable security requirements.
6. DDoS detection and mitigation mechanisms in place to protect the network from denial of service attacks.

11. People Security

The data importer shall have in place processes which establish security expectations and responsibilities for its personnel before, during and after termination of employment.

These measures include:

1. Background checks are completed on employees and agency workers prior to commencing employment.
2. Employees and agency workers must sign confidentiality agreements prior to commencing employment.
3. Providing training to new hires on information security policies and procedures with further training related to job roles as appropriate.
4. Continuing security awareness training is provided to personnel throughout their employment.
5. Assets are returned upon termination of employment or contract.

12. Physical Security

The data importer shall have in place measures to prevent unauthorised physical access to organisational assets and systems, to protect them from damage, misuse, destruction of theft. These measures include requirements for physical security of locations at which personal data are processed.

These measures include:

1. Visitor management processes to ensure visitors register at reception, present a valid ID, and sign a non-disclosure agreement, or otherwise obtain an approved exception.
2. Visitors are escorted by employees while on premises at all times.
3. On-premises guard staff are responsible for monitoring facilities and responding to physical security alerts through a Security Operations Center that is continually operational (24x7).
4. Access is controlled through access badges issued to personnel (including employees, interns, contingent workers, and vendors).
5. Access to higher risk areas is monitored through enhanced physical and electronic means with badge access privileges limited to personnel on a need to access basis. Data centres may use additional security measures including biometric devices.
6. Pre-approval is required to access data centres and access to data centres is reviewed regularly.
7. Protect data centre equipment from damage, destruction and/or interruption due to environmental factors, these measures include:
   1. Temperature and humidity level controls to monitor and maintain appropriate environmental conditions;
   2. Fire detection and suppression equipment is in place at all data centres;
   3. Redundant secondary power (UPS/CPS), backup generator units, and backup telecommunications to support critical systems in the event of a utility outage.

13. Security Incident Response

The data importer shall have in place measures to prepare for, respond to and learn from security incidents in an effective manner.

These measures include:

1. A security incident response policy which provides instruction on which security teams should be included in assisting in incident response efforts.
2. Dedicated teams for handling a variety of security incidents including, but not limited to, incidents involving external threat actors, internal threat actors, lost or stolen devices, service disruptions, incidents involving regulated data, and incidents requiring coordination with law enforcement.

14. Third Party Security

The data importer shall have in place measures to protect the security of data that is accessed, processed, transferred to, shared with, or managed by external parties and vendors.

These measures include:

1. Processes in place for conducting due diligence on service providers who may receive or be granted access to data in order to evaluate whether their data security standards are appropriate in order to protect data.
2. Vendor security assessments are conducted by security personnel and are based on a range of factors.
3. The level of assessment conducted for each vendor is determined according to the type of data the vendor may process and the nature of anticipated connectivity.
4. Critical issues identified during the assessment process must be remediated before a vendor is onboarded.
5. Depending on the sensitivity of data shared with the service provider and other factors, the service provider may be required to undergo a periodic or random security assessment.

15. Vulnerability Management

The data importer shall have in place measures to prevent, detect, and remediate software vulnerabilities in its corporate and production infrastructure. The measures include processes for regularly testing, assessing and evaluating vulnerabilities to ensure security of processing.

These measures include:

1. Maintenance of an inventory of infrastructure assets in order to provide the basis for review and analysis for vulnerabilities.
2. Performing regular vulnerability scans/detection on both internal and external systems to identify and evaluate the risks posed by vulnerabilities.
3. Testing the codebase for vulnerabilities (and incorporating new threat information into the testing).
4. Coordinate with owners of affected products or systems to resolve the vulnerabilities according to severity level and defined service levels.
5. Conduct annual penetration tests to evaluate critical systems and processes for vulnerabilities.

16. Data Protection Principles and Data Subject Rights

In accordance with the data exporter’s instructions, the data importer shall have in place measures to ensure that personal data is:

1. adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed; and
2. accurate and, where necessary, kept up to date (every reasonable step must be taken to ensure that personal data which is inaccurate, having regard to the purposes for which it is processed, is erased or rectified without delay).

The data importer shall be responsible for its own compliance with obligations under the Clauses and this Annex II, and shall be able to demonstrate such compliance upon request. The data importer shall have appropriate measures in place to retain and delete personal data in accordance with the relevant retention policies (as updated from time to time), and subject to requirements under applicable law.

The data importer shall have appropriate measures in place to assist the data exporter in complying with its obligations in respect of data subject rights, including rights of access, rights to rectification, right to restriction of processing, right to data portability (including by utilising commonly-used file formats), and at the direction of the data exporter shall utilise automated tools to enable users to exercise their rights of access and portability directly.