STANDARD CONTRACTUAL CLAUSES
Between Data Controller and Data Processor (Article 28 GDPR)
The standard contractual clauses herein are the Standard Contractual Clauses of the Commission Implementing Decision (EU) 2021/915 of June 4, 2021.
The references to the Regulation (EU) 2018/1725 are not applicable in this case and have been deleted.
SECTION I
Clause 1 – Purpose and scope
(a) The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) 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.
(b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679.
(c) These Clauses apply to the processing of personal data as specified in Annex II.
(d) Annexes I to III are an integral part of the Clauses.
(e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679.
(f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679.
Clause 2 – Invariability of the Clauses
(a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
(b) This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.
Clause 3 – Interpretation
(a) Where these Clauses use the terms 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 runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 or in a way that prejudices the fundamental rights or freedoms of the data subjects.
Clause 4 – Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 5 – Optional
Docking clause
(a) Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes and signing Annex I.
(b) Once the Annexes in (a) are completed and signed, the acceding entity shall be treated as a Party to these Clauses and have the rights and obligations of a controller or a processor, in accordance with its designation in Annex I.
(c) The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 6 – Description of processing(s)
The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.
Clause 7 – Obligations of the Parties
7.1. Instructions
(a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
(b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 or the applicable Union or Member State data protection provisions.
7.2. Purpose limitation
The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.
7.3. Duration of the processing of personal data
Processing by the processor shall only take place for the duration specified in Annex II.
7.4. Security of processing
(a) The processor shall at least implement the technical and organizational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to the data (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 purposes of processing, and the risks involved for the data subjects.
(b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing, and monitoring of the contract. The processor shall ensure that persons authorized to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
7.5. Sensitive data
If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.
7.6. Documentation and compliance
(a) The Parties shall be able to demonstrate compliance with these Clauses.
(b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
(c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679. At the controller’s request, the processor shall also permit 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 an audit, the controller may take into account relevant certifications held by the processor.
(d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.
7.7. Use of subprocessors
(a) The processor has the controller’s general authorization for the engagement of subprocessors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of subprocessors at least 90 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned subprocessor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.
(b) Where the processor engages a subprocessor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679.
(c) At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secrets or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
(d) The processor shall remain fully responsible to the controller for the performance of the subprocessor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfill its contractual obligations.
(e) The processor shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the processor has factually disappeared, ceased to exist in law or has become insolvent – the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
7.8. International transfers
(a) Any transfer of data to a third country or an international organization by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfill a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with ChapterV of Regulation (EU) 2016/679.
(b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.
Clause 8 – Assistance to the controller
(a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorized to do so by the controller.
(b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions.
(c) In addition to the processor’s obligation to assist the controller pursuant to Clause8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
(1) the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
(2) the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
(3) the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
(4) the obligations in Article 32 Regulation (EU) 2016/679.
(d) The Parties shall set out in Annex III the appropriate technical and organizational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.
Clause 9 – Notification of personal data breach
In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 Regulation (EU) 2016/679, where applicable, taking into account the nature of processing and the information available to the processor.
9.1 Data breach concerning data processed by the controller
In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:
(a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
(b) in obtaining the following information which, pursuant to Article 33(3) Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:
(1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
(2) the likely consequences of the personal data breach;
(3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects. Where, and insofar as, it is not possible to provide all this 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.
(c) in complying, pursuant to Article 34 Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.
9.2 Data breach concerning data processed by the processor
In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:
(a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
(b) the details of a contact point where more information concerning the personaldata breach can be obtained;
(c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.
Where, and insofar as, it is not possible to provide all this 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 Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.
SECTION III – FINAL PROVISIONS
Clause 10 – Non-compliance with the Clauses and termination
(a) Without prejudice to any provisions of Regulation (EU) 2016/679, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
(b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
(1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
(2) the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679;
(3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679.
(c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.
(d) Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.
ANNEX I: LIST OF PARTIES
Controller(s) / Data exporter(s):
Name The Customer details as specified in the Agreement for the Services with Tricent Security Group
Role Controller
Address As above.
Contact person’s name, position, and contact details As above.
Activities relevant to the data transferred under these Clauses The Customer has purchased Services from Tricent Security Group pursuant to the Agreement.
Signature and date This Annex I shall be deemed executed upon execution of the DPA.
Processor(s) / Data importer(s):
Name Tricent Security Group A/S
Role Processor
Address Meldahlsgade 3, 1617 Copenhagen V, Denmark
Contact person’s name, position, and contact details Data Protection Officer / Email: privacy@tricent.com
Activities relevant to the data transferred under these Clauses Provision of Services to the Customer pursuant to the Agreement.
Signature and date This Annex I shall be deemed executed upon execution of the DPA.
ANNEX II: DESCRIPTION OF THE PROCESSING
Categories of data subjects whose personal data is processed
You may submit Personal Data to the Services, the extent of which is determined and controlled by You in Your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
1. Your Users authorized by You to use the Services.
Categories of personal data processed
You may submit Personal Data to the Services, the extent of which is determined and controlled by You in Your sole discretion, and which may include, but is not limited to the following categories of Personal Data:
1. First Name, Last Name
2. Email
3. Avatar and/or headshot
Sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:
Tricent does not intentionally collect or process any special categories of data. However, the Customer may submit special categories of data to the Rapid7 through Services, as applicable, the extent of which is determined and controlled by the Customer in its sole discretion.
The parties do not anticipate the transfer of sensitive data or special categories of data under the Agreement.
Nature of the processing
The nature of the Processing is the provision of the Services pursuant to the Agreement.
Purpose(s) for which the personal data is processed on behalf of the controller: Tricent Security Group A/S will Process Personal Data as necessary to provide the Services pursuant to the Agreement, as further specified in the relevant Order Form and/or Documentation, and as further instructed by You in Your use of the Services.
Duration of the processing
Tricent Security Group A/S will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
For processing by (sub)processors, also specify subject matter, nature, and duration of the processing.
Subprocessor(s) will Process Personal Data as necessary to provide the Services pursuant to the Agreement. Subject to section 5 of this DPA, the Subprocessor(s) will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing. Identities of the Subprocessors used for the provision of the Services and their country of location are listed and continuously updated at www.tricent.com/legal/subprocessors.
ANNEX III: TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Access Control
1. The Tricent for Google Workspace service is hosted on Google Cloud Platform (GCP), and the Tricent for Microsoft 365 service is hosted on Microsoft Azure (Azure). Additionally, Tricent Security Group A/S maintains contractual relationships with vendors in order to provide the Services in accordance with our Data Processing Agreement. Tricent Security Group A/S relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
2. Under GCP and Azure shared responsibility model, the physical and environmental security controls are maintained by Google and Microsoft and audited for SOC 2 Type I and ISO 27001, 27017, 17018 compliance, among other certifications by an AICPA Accredited third-party public trust audit firm.
3. Tricent Security Group A/S enforces a uniform password policy for its technology infrastructure components. Customers who interact with the Tricent Security Group A/S user and administrative interfaces must authenticate via their own single sign-on identity provider and associated strong identity policies. Additionally, internal non-customer access to systems that house and can expose access to personal information is restricted to those users whose job function absolutely requires access to this data, and the principle of least privilege is applied.
4. Customer data is stored in multi-tenant storage systems accessible to Tricent SecurityGroup A/S’s customers only via application user and admin interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of Tricent Security GroupA/S’s products uses role-based access control to ensure that only appropriate individuals can access relevant resources. A systems administrator approves internal user access to the infrastructure provider for authorized personnel. Access approvals and modifications to the user access list are logged.
5. Some functionality may be accessed via the Tricent Security Group A/S data API. API access requires authentication via an API key. API keys can be further constrained by customers to reduce the set of capabilities that a given API key is authorized to invoke. These API invoked activities are logged within the Tricent Security Group A/S administration web interface.
6. A subset of Tricent Security Group A/S’s employees has access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. All such requests are logged. Employees are granted access by role, and reviews of high-risk privilege grants are initiated regularly. System owners conduct quarterly user access reviews of production servers, databases, and applications to validate internal user access is commensurate with job responsibilities. Identified access changes are tracked to remediation.
7. Background checks are performed on new hires before the new hire’s start date as permitted by local laws. The Human Resources team reviews the results and takes any appropriate action deemed necessary. Tricent Security Group A/S has an established code of conduct outlining ethical expectations, behavior standards, and ramifications of non-compliance, and requires internal personnel to acknowledge it.
Transmission Control
1. In-transit: Tricent Security Group A/S uses Transport Layer Security version 1.2 or better paired with appropriately selected cipher suites on every one of its login Interfaces and API Endpoints. Tricent Security Group A/S’s HTTPS implementation uses industry-standard algorithms and certificates, specifically 256-bit AES Encryption in Galois Counter Mode, aka AES-256-GCM.
2. At-rest: Tricent Security Group A/S stores user passwords following policies that support industry-standard practices for security. For example, passwords are stored as non-reversible hashes using a properly selected password-hashing function.
3. All customer data is encrypted at rest using Tricent Security Group A/S’ privately generated and controlled data encryption keys – it is not technically possible for subprocessors to decrypt customer data.
Input Control
1. Tricent Security Group A/S implements intrusion detection and infrastructure monitoring to detect threats to the network environment. Tricent Security Group A/Suses logging review and alerting as well as application performance monitoring software to collect data from servers and endpoints, detect potential security threats or unusual system activity, monitor system performance, and track resource utilization.
2. IP Filtering (Internet Protocol version 4) configurations ensure available networking ports and protocols are restricted to approved business rules. Web application firewalls ensure only appropriate messages are reviewed by our web-facing API Interfaces. Distributed Denial of Service controls protect Tricent Security Group A/S applications from network OSI layers 3, 4 and 7 attacks. Tricent Security Group A/S’s DDoS provider also protects Tricent Security Group A/S from common layer 7 attacks and removes traffic from known bad actors.
3. To maintain separation of duties, one engineer plans and prepares a change request, and then a second individual engineer reviews, tests, and approves configuration changes before the changes are deployed into production. Tricent Security Group A/S has developed policies and procedures governing the system development life cycle, including documented policies for tracking, testing, approving, and validating changes.
4. Tricent Security Group A/S engages a qualified third-party penetration testing vendor to conduct a network and application penetration test of the production environment at least annually. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
5. Tricent Security Group A/S’s infrastructure is configured to log information about system behavior, traffic, system authentication, and other application requests. System tools monitor company load balancers and notify appropriate personnel of any events or outages based on predetermined criteria. Any identified issues are tracked through resolution in accordance with the Incident Management Policy.
6. Tricent Security Group A/S maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, Tricent Security Group A/S will take appropriate steps to minimize product and Customer damage or unauthorized disclosure.
7. If Tricent Security Group A/S becomes aware of unlawful access to non-Tricent Security Group A/S data stored within its Services, Tricent Security Group A/S will: 1) notify the affected customers of the incident; 2) provide a description of the steps Tricent Security Group A/S is taking to resolve the incident; and 3) provide status updates to the customer contact, as Tricent Security Group A/S deems necessary. Notification(s) of incidents, if any, will be delivered to one or more of the customer’s contacts in a form Tricent Security Group A/S selects, which may include via email or telephone.
Availability Control
1. Tricent Security Group A/S maintains a vulnerability management program to detect and remediate system vulnerabilities. Vulnerability scans are executed daily on production systems. Any critical or high-risk vulnerabilities are tracked through resolution.
2. Infrastructure availability: Tricent Security Group A/S’s Cloud Service Provider’s infrastructure services use commercially reasonable efforts to ensure a minimum of 99.9% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
3. Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to offsite data centers.
4. Online replicas and backups: Tricent Security Group A/S databases are designed to replicate data between no less than 1 primary and 1 secondary database. Database replicas are hosted in separate availability zones.
5. Availability zones have their own separate redundant infrastructure services. All databases are backed up and maintained using at least industry-standard methods.6. Tricent Security Group A/S’s products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists Tricent Security Group A/S operations in maintaining and updating the product applications and backend while limiting downtime.
For transfers to (sub-)processors, also describe the specific technical and organizational measures to be taken by the (sub-)processor to be able to provide assistance to the controller.
Subprocessors engaged by Tricent will have a range of technical and organizational measures that offer an equivalent level of protection to the Personal Information that they process, these will be of a comparable nature to those described above.