Telescope Privacy Policy

EFFECTIVE DATE: February 22, 2023

BETTERRENEWAL TECHNOLOGIES PRIVATE LIMITED (Betterrenewalor weor usor our) created this Privacy Policy (Policy) to detail our commitment to protecting the privacy of individuals or businesses:

-> Who visit jointelescope.com as well as other websites (Visitors) that we operate and that link to this Policy (Websites), including those Visitors who fill out a contact form or otherwise reach out to us to learn more about our customer success platform and the other services which we market for commercial use (collectively, the Services).

-> Who contract with us to use our Services and the end users authorized by a business or individual to use the Services on that businesss or individuals behalf (each a User, together with the individual or business authoring such access Customer). Except as otherwise stated and to the context allows, Customer (and your Users) and Visitor may be collectively referred to as youor yourin this Policy.

This Policy describes how we collect, use, share, and secure the personal information that you provide. It also describes your choices regarding use, access, and correction of your personal information. To ensure you well- informed of our practices, we recommend that you read the entire Policy. If you have any questions or concerns about our use of your personal information, then please contact us at support@jointelescope.com

Scope of this policy

When this Policy applies.

- This Policy applies to:Any personal information collected or processed of our Visitors through our Websites.

- Any personal information collected or processed of, or submitted by, our Customers through our Services where Betterrenewal acts as a controller (or equivalent role under data privacy laws) as to such personal information. For example, where we process personal information to improve the Services, perform analytics or tailor the Services to meet an individuals preferences.


When this Policy does not apply.
- Except as detailed otherwise in the above When this Policy appliessection, this Policy does not apply to:Third-party online services or applications (collectively, Third-Party Offering(s)) linked to our Websites or integrated (or that interoperate) with the Services. In this instance, the security and privacy of personal information are determined by the privacy statements by the third parties offering such Third- Party Offerings, which we encourage you to review to understand their personal information practices.

- Any electronic data, text, messages, communications, or other materials processed by us through the Services on behalf of our Customers (Customer Content). In such instances, we are acting as a processor(or equivalent role under data privacy laws) as to any such personal information and we do so in accordance with our Subscription Service Terms (current version availableat jointelescope.com) or such other applicable agreement between a Customer and us relating to your access to and your use of our Services (Terms) and our Global Data Processing Addendum (DPA(current version available at jointelescope.com ) together with Terms, the Services Agreement).
- Applicants for career postings made by or on behalf of us.


We process Customer Content (and any personal information contained therein) under the direction of our Customers; in addition, we typically have no direct relationship with individuals whose personal information is processed through the Services therefore our Customers are in the best position and are ultimately responsible for establishing policies for, and ensuring compliance with, all applicable laws and regulations, as well as any privacy policies, agreements, or other obligations, relating to the processing of its Customer Content (to include any personal information contained therein) through our Services. Any individual who one of our Customers contact through the Services should direct any questions, concerns, or requests you may have as to the processing of your personal information directly to such Customer instead of Betterrenewal.

Information that we collect from you

Cookies and Other Tracking Technologies. We and certain third parties acting on our behalf may use cookies and other information gathering technologies for a variety of purposes. These technologies may provide us with personal information, information about devices and networks you utilize to access our Websites or Services, and other information regarding your interactions with our Websites and Services. For detailed information about the use of cookies on our Websites and Services and how to manage your cookie settings, please read and review our Cookie Policy, available at our website jointelesccope.com. We may also use web beacons, tags, and scripts on our Websites, Services, or in email or other electronic communications we send to you. These assist us in delivering cookies, counting visits to our Websites or Services, understanding usage, and determining the effectiveness of such communications. We may receive reports based on the use of these technologies by our third-party service providers on an individual or aggregated basis.

We use local storage such as HTML5 and local shared objects (LSOs,also known as Flash cookies) to store content information and preferences. Various browsers may offer their own management tools for removing HTML5. Third parties with whom we partner to provide certain features on our Websites or to display advertising based upon your Web browsing activity use HTML5 and Flash to collect and store information. For further information on how to manage Flash cookies, please read and review our Cookie Policy, available at our website jointelesccope.com.

We partner with third parties to either display advertising on the Websites or to manage our advertising on other sites. Our third party partners may also use technologies such as cookies, web beacons, tags, flash, HTML5, scripts, or other tracking technologies to gather information about your activities on our Websites and other sites in order to suggest advertisements based upon your browsing activities and interests. If you wish to not have this information used for the purpose of serving you interest-based ads, you may opt-out by clicking here and here (or if located in the European Union you may opt into the use of cookies, by clicking here). Please note this does not opt you out of being served ads and you will continue to receive generic, untargeted ads.

Logs. As is true with most websites and services delivered over the Internet, we gather certain information and store it in log files when you interact with our Websites and Services. This information may include internet protocol (IP) addresses as well as browser type, internet service provider, URLs of referring/exit pages, operating system, date/time stamp, information you search for, locale and language preferences, identification numbers associated with your devices, your mobile carrier, and system configuration information. Occasionally, we connect personal information to information gathered in our log files as necessary to improve our Websites and Services. In such a case, we would treat the combined information in accordance with this Policy.

Analytics. We collect analytics information when you use the Websites or Services to help us improve them, including using cookies. We may also share aggregated and/or anonymized data about your actions on our Websites and Services with third-party analytic service providers. We currently use Google® analytics, which you can read about https://support.google.com/analytics/answer/6004245 and https://policies.google.com/technologies/partner-sites.

Information collected from other sources

We may also obtain other information, including personal information, from third parties and combine that with information we collect through our Websites or Services. For example, we may have
access to certain information from a third-party social media, authentication, or single sign-on services if you log into our Services through such a service or otherwise provide us with access to information from that service. Any access that we may have to such information from a third-party social media or authentication service is in accordance with the authorization procedures determined by that service. If you authorize us to connect with a third-party service or permit the third-party service to prepopulate our webforms or log-in pages, we may have access and store your name, email address(es), current city, profile picture URL, and any other personal information that the third-party service makes available to us and use and disclose it in accordance with this Policy. You should check your privacy settings on these third-party services to understand and change the information sent to us through these services.

How we use the information that we collect ?

General Uses. We may use the information we collect about you (including personal information, to the extent applicable) in order to perform our obligations under our Services Agreement with you and on the basis of our legitimate interest including to (a) provide, operate, maintain, improve, and promote the Websites and the Services; (b) enable you to access and use the Websites and the Services; (c) process and complete transactions, and send you related information, including purchase confirmations and invoices; (d) send transactional messages, including responses to your comments, questions, and requests; provide customer service and support; and send you technical notices, updates, security alerts, and support and administrative messages; (e) send promotional communications, such as providing you with information about products and services, features, surveys, newsletters, offers, promotions, contests, and events; and provide other news or information about us and our partners (you can opt-out of receiving marketing communications from us by contacting us at and providing the names/email address(es) that you would like removed from our marketing databases and added to our Do Not Contactlistor following the unsubscribe instructions included in our marketing communications); (f) monitor and analyze trends, usage, and activities in connection with the Websites and Services and for marketing or advertising purposes;(g) investigate and prevent fraudulent transactions, unauthorized access to the Websites and the Services, and other illegal activities; (h) personalize the Websites and Services, including by providing features or advertisements that match your interests and preferences; and (i) for other purposes for which we obtain your consent.

Legal basis for processing (EEA visitors only). If you are a visitor fromthe European Economic Area (EEA), our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it. However, we will normally collect personal information from you only where we need the personal information to perform a contract with you (e.g., to provide you with our Services), where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms, or where we have your consent. In certain cases, we may also have a legal obligation to collect personal information from you.If we ask you to provide personal information to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information) Similarly, if we collect and use your personal information in reliance on our legitimate interests (or those of any third party), we will make clear to you at the relevant time why we need to use your personal information. If we process personal information in reliance on your consent, you may withdraw your consent at any time.If you have questions about, or need further information concerning, the legal basis on which we collect and use your personal information, please contact us using the contact details provided under the Contact Ussection below.

Sharing of information we collect

Third-Party Service Providers. We share information, including personal information, with our third-party service providers that we use to provide certain services to enable us to provide you with access to and use of our Websites and Services (e.g., hosting, application development, data backup and storage). These third-party service providers may have access to or process your personal information for the purpose of providing these services for us. We do not permit our third-party service providers to use the personal information that we share with them for their marketing purposes or for any other purpose than in their connection with the services they provide to us.

We may also share aggregated and/or anonymized information regarding your use of the Services with third parties for marketing purposes based on our legitimate interest to develop and promote our Services(s). However, we would never identify you, your Affiliates or your or your Affiliates Users as the source of the information.

We may collect, and we may engage third-party analytics providers to collect, metrics and information regarding your use of the Services (Resultant Data) to develop new features, improve existing features or inform sales and marketing strategies, based on our legitimate interest to improve the Services. When we process Resultant Data, any personal information shall be aggregated or anonymized. Any such third-party analytics providers will not share or otherwise disclose Resultant Data, although we may make Resultant Data publicly available from time to time.

Compliance with Laws and Law Enforcement Requests (Protection of Our Rights). In certain situations, we may have to disclose personal information in response to lawful requests by public authorities, including to meet national security or law enforcement requirements. We may disclose personal information to respond to subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against legal claims. Please reach out to support@jointelescope.com for further information concerning how we process such requests. We may also share such information if we believe it is necessary to investigate, prevent, or act regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Services Agreement, or as otherwise required by law.

Case Studies and other Testimonials. From time to time, we may post testimonials or case studies on our Websites that may contain Customer Content, including personal information. We always obtain your consent to post your name along with your testimonial. If you wish to update or delete your testimonial, you can contact usat support@jointelescope.com.

Partner Program. If you choose to become part of our partner program, we will ask you for personal information about you or others (e.g., referrals), including name and email address. For personal information concerning an individual other than you, please only provide such personal information if you have a reasonable belief, they will not object to us contacting them.

Interactive Features. Our Websites may offer publicly accessible blogs or other interactive features that allow you to share such content via various social media platforms. You should be aware that your liking, posting, or commenting on such interactive features is subject to the terms or guidelines of the applicable social media platform, which may allow us access to your account information (e.g., profile, email address, name).

To Market our Services. We may share information, including personal information, with our partners, solely for the purpose of enabling our partners to notify you about our Services. We require our partners to provide an opt-out option within its communications
to you. By opting out, you are opting out of receiving future communication from our partner.

With Your Consent. We may also share personal information with third parties when we have your consent to do so.

International transfer of personal information

We do not share your personal information with third parties, unless it is necessary to fulfil your request, for our professional or legitimate business needs, or as required or permitted by law. Where we do transfer your personal information to third parties or service providers, appropriate arrangements are made to ensure correct and secure data processing in compliance with applicable data protection law.

We store personal information about Visitors and Customers within the EEA, the United States, and in other countries and territories as we may designate from time to time. To facilitate our global operations, we may transfer and access such personal information from around the world, including from other countries in which our partners or affiliates have operations. Therefore, your personal information may be processed outside of the EEA and in countries which are not subject to an adequacy decision by the European Commission, and which may not provide for the same level of data protection as the EEA. In this event, we will ensure that the recipient of your personal information offers an adequate level of protection, for instance by entering into Standard Contractual Clauses for the transfer of data as approved by the European Commission (Art. 46 GDPR), or we will ask you for your prior consent to such international data transfers.

You can obtain more details of the protection given to your personal information when it is transferred outside the EEA (including a sample copy of the model contractual clauses) by contacting us at the information below.

Other important privacy information

Notice to Users. Our Services are intended for use by commercial enterprises. Where our Customer makes the Services available to you that enterprise is the data controller of your personal information. You should initially submit any data privacy questions and requests to the Customer in its capacity as your data controller. We are not responsible for our Customersprivacy or security practices which may be different than this Policy. Our Customers are able to:
- Restrict, suspend, or terminate your access to the Services;
- Access and describe your personal information that you provided to them;
- Access and export your personal information processed by them; and
- Amend your personal information, including your end-user profile.

Data retention. Where we are the data controller of personal information, then we retain the personal information we collect where we have an ongoing legitimate business need to do so (for example, to provide you with our Services, to comply with applicable legal, or for tax or accounting requirements). When we have no ongoing legitimate business need to process your personal information, we will either delete or aggregate it or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

If your personal information is processed within Customer Content, we will process the personal information for as long as we are instructed to do so by the relevant Customer that is the data controller of the Customer Content.

​Data Protection Officer(DPO) and their responsibilities:

DPO Contact Information:
Name: Nilotpal Roychowdhury
Email Address: nilotpal@jointelescope.com
Phone Number: +91-9551981508

DPO Roles and Responsibilities:
- Oversee the implementation of data protection policies and procedures.
- Ensure the organisation’s compliance with data protection regulations.
- Conduct risk assessments related to data processing activities.
- Serve as a point of contact for data subjects and supervisory authorities.
- Monitor data security measures, investigate breaches, and enforce staff training to uphold data security.

What are your data protection rights?​

We would like to make sure you are fully aware of all of your data protection rights. Every user is entitled to the following:

- Right to access:  You have the right to request Our Company for copies of your personal data.
- Right to rectification: You have the right to request that Our Company correct any information you believe is inaccurate. You also have the right to request us to complete information you believe is incomplete.
- Right to erasure: You have the right to request that Our Company erase your personal data, under certain conditions.
- Right to restrict processing: You have the right to request that Our Company restrict the processing of your personal data, under certain conditions.
- Right to object to processing: You have the right to object to Our Company’s processing of your personal data, under certain conditions.

If you make a request, we have one month to respond to you. If you would like to exercise any of these rights, please contact our Data Protection Officer or email us at support@jointelescope.com

How to exercise your data protection rights

You may have certain choices available to you when it comes to your personal information, which may be exercised by submitting a request by sending email at support@jointelescope.com. Below is a summary of those choices.

- Correcting, updating, and removing your information. An individual who seeks to exercise their data protection rights in respect of personal information stored or processed by us on behalf of a Customer within the Customer Content (including to seek access to, or to correct, amend, delete, port, or restrict processing of such personal information) should direct his/her query to our Customer (the data controller). Upon receipt of a request from one of our Customers for us to remove the personal information, we will respond to their request within thirty (30) days. We will retain personal information that we process and store on behalf of our Customers for as long as needed to provide the Services to our Customers.

- Request that we stop using your information. You may request that your personal information is no longer be accessed, stored, used, or otherwise processed where you believe that Betterrenewal or a Customer do not have the appropriate rights to do so. Where you gave us consent to use your personal information, you can contact us to withdraw that consent. When you make such requests, we may need time to investigate and facilitate your request. If there is delay or dispute as to whether we have the right to continue using your personal information, we will restrict any further use of your personal information until the request is honored or resolution of the dispute.

- Opt-out of communications. We offer those who provide personal contact information a means to choose how we use the information provided. You may manage your receipt of marketing and non-transactional communications by clicking on the unsubscribelink located on the bottom of our marketing emails. Even after you opt-out from receiving promotional messages from us, you will continue to receive transactional messages from us regarding our Services.

- Other data protection rights. You may have other data protection rights that are available to you under your local data protection laws (such as the right to data portability). For any such request, we will respond in accordance with applicable data protection laws.

To exercise any of the above legal rights you may have, please submit your request through email at support@jointelescope.com.

You have the right to complain to your local data protection authority if you are unhappy with our data protection practices. Contact details for data protection authorities in the European Economic Area are available http://ec.europa.eu/newsroom/article29/document.cfm?action=display&doc_id=50061.

CHILDREN’S PERSONAL INFORMATION. We do not knowingly collect any personal information from children under the age of 16. If you are under the age of 16, please do not submit any personal information through our Websites or Services. We encourage parents and legal guardians to monitor their childrens Internet usage and to help enforce this Policy by instructing their children never to provide personal information through the Websites or Services without their permission. If you have reason to believe that a child under the age of 16 has provided personal information to us through the Websites or Services, please contact us at support@jointelescope.com, and we will use commercially reasonable efforts to delete that information.

Children's Personal Information

We do not knowingly collect any personal information from children under the age of 16. If you are under the age of 16, please do not submit any personal information through our Websites or Services. We encourage parents and legal guardians to monitor their childrens Internet usage and to help enforce this Policy by instructing their children never to provide personal information through the Websites or Services without their permission. If you have reason to believe that a child under the age of 16 has provided personal information to us through the Websites or Services, please contact us at support@jointelescope.com, and we will use commercially reasonable efforts to delete that information.

Business Transactions

We may assign or transfer this Policy, as well as your information and data, including any personal information, to any person or entity that acquires all or substantially all of our business, stock or assets, or with whom we merge. If we do, we will inform them of the requirement to manage your personal information in accordance with this Policy.

Changes to this policy

We may update this Policy from time to time to reflect changing legal, regulatory, or operational requirements. We encourage you to periodically review this page for the latest information on our privacy practices. If there are any material changes to this Policy, we will notify by posting of a prominent notice on our Websites or Services prior to the change becoming effective. If you do not accept any changes made to this Policy, please discontinue use of the Websites and the Services.

Contact us

If you have questions or complaints regarding this Policy or about our privacy practices, please contact us by email at support@jointelescope.com or at:

No.47/2187,Jeevan bima nagar, Anna nagar west extension,
Chennai, TN, 600101



As of the Effective Date, this DPA incorporates (i) the new SCCs issued by the EU Commission in June 2021, (ii) the new international data transfer addendum (“IDTA”) approved by the UK Parliament on March 21, 2022; and (iii) the California Consumer Privacy Act as amended by the California Privacy Rights Act.

Please read the Data Processing Addendum (“
DPA") carefully as this forms a contract between You and BETTERRENEWAL TECHNOLOGIES PRIVATE LIMITED (referred to as “Us”, “We”, “Our”). As referenced in Our Terms of Service at jointelescope.com or in any services agreement between You and Us (“Terms”), this DPA will apply where we Process Personal Data on Your behalf. The capitalized terms used in this DPA but not defined herein shall have the same meaning as defined in the Terms. In the event of a conflict between this DPA and the Terms, this DPA shall prevail. In the event of any conflict between the terms of this DPA and the SCCs, the terms of the SCCs shall prevail. This DPA shall continue to be in full force and effect for the duration of Your Subscription(s) and shall cease automatically thereafter. For queries, please contact Usat support@jointelescope.com

Definitions

Applicable Data ProtectionLaw” means all laws and regulations applicable to the Processing of Personal Data under this DPA, including laws and regulations of the United States, European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including, the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”) the GDPR and any applicable national laws made under it where You are established in the European Economic Area; and the Swiss Federal Act on Data Protection (as may be amended or superseded) where You are established in Switzerland.

"Controller", "Processor", “Sub-Processor”, "DataSubject", “PersonalData”, “PersonalDataBreach” "Processing" or similar terms shall have the meanings given under Applicable Data Protection Law.

GDPR” means the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

"Personal Data" shall have the meaning given under Applicable Data Protection Law and is limited to that Personal Data We Process as part of Service Data.

SCCs" means the standard contractual clauses as approved by the European Commission (Implementing Decision (EU) 2021/914 of 04 June 2021) and set forth as Schedule B to this DPA. For the avoidance of doubt, Modules 2 and 3 of the SCCs shall apply as set out in Clause 10.

Sub-processor” means any Processor engaged by Us.

UK GDPR” means the aspect of the GDPR as saved into the United Kingdom by virtue of section 3 of the United Kingdom European Union (Withdrawal) Act 2018.

Processing of personal data

The Parties acknowledge and agree that with regard to the Processing of Personal Data, You may be either the Controller or the Processor of the Personal Data. Where You are the Controller, We are the Processor and where You are a Processor, We acknowledge that We will be a Sub-Processor to You. We and the Group Companies will further engage Sub-Processors pursuant to the requirements set forth in Section 6 (Sub- Processors) below.

- Processing of Personal Data by You. You shall, in Your use of the Services, Process Personal Data in accordance with the requirements of Applicable Data Protection Law. Further, Your instructions for the Processing of Personal Data shall comply with Applicable Data Protection Law. You shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which You acquired Personal Data.

- Processing of Personal Data by Us. We shall Process the Personal Data solely as necessary to perform its obligations and strictly in accordance with Your documented instructions and in accordance with Applicable Data Protection Law for the following purposes: (i) Processing in accordance with the Terms and this DPA; (ii) Processing initiated by Users and/or End-Customers in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by You (including via email) where such instructions are consistent with the terms of the Terms. This DPA contains Your initial instructions to Us. The Parties agree that You may communicate any change in Your initial instructions to Us by way of amendment to this DPA, which shall be signed by the Parties. We shall immediately inform You in writing if, in Our opinion, an instruction infringes Applicable Data Protection Law in the European Union (“EU”). We shall not be liable for any losses, fines, costs, penalties, damages, etc., arising from or in connection with any processing in accordance with Your instructions following Your receipt of any information provided by Us in accordance with the foregoing sentence.
We shall provide reasonable assistance to You to assist it in complying with Articles 32 to 36 of the GDPR. We shall allow for and contribute to audits, including to inspections, by You or another auditor mandated by You for this purpose in accordance with Section 7.3 (Customer Audits) below.

- Details of the Processing. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule A (Details of the Processing) of this DPA.

Rights of data subjects

We shall, to the extent legally permitted, promptly notify You if We receive a request from a Data Subject to access, correct or delete their Personal Data or if a Data Subject objects to the Processing thereof (“Data Subject Request”). We shall not respond to a Data Subject Request without Your prior written consent except to confirm that such request relates to You to which You hereby agree. To the extent You, in Your use of the Services, do not have the ability to address a Data Subject Request, We shall upon Your request provide commercially reasonable assistance to facilitate such Data Subject Request to the extent We are legally permitted to do so and provided that such Data Subject Request is exercised in accordance with Applicable Data Protection Law. To the extent legally permitted, You shall be responsible for any reasonable costs arising from Our provision of such assistance.

Our Personnel

We shall ensure that Our personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements addressing relevant obligations regarding confidentiality, data protection and data security. We shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

Disclosure to third parties

We will not disclose Personal Data to any government agency, court, or law enforcement except with Your written consent or as necessary to comply with applicable mandatory laws. If We are obliged to disclose Personal Data to a law enforcement agency, then We agree to give You reasonable notice of the access request prior to granting such access, to allow You to seek a protective order or other appropriate remedy. If such notice is legally prohibited, then We will take reasonable measures to protect the Personal Data from undue disclosure as if it were Our own confidential information being requested and shall inform You promptly as soon as possible if and when such legal prohibition ceases to apply.

Sub Processors

1. You hereby grant a general authorization: (a) to Us to appoint other members of the Group Companies as Sub-Processors, and (b) to Us and other members of the Group Companies to appoint any other third party as Sub-Processors to support the performance of the Services.

2. We will maintain a list of Sub-Processors applicable to each Service on websites as set forth in Schedule A and will add the names of Sub-Processors to the list. We shall provide You with at least ten (10) days’ written notice of any new, removed, or replacement Sub-Processors. If You have a reasonable objection to any new or replacement Sub-Processor, You shall notify Us of such objections in writing within ten (10) days from change in the list and the Parties will seek to resolve the matter in good faith. If You do not provide a timely objection to any new or replacement Sub-Processor in accordance with this Section 6.2, You will be deemed to have consented to the Sub- Processor and waived its right to object. Where We use a Sub-Processor, it shall ensure that it has in place a written contract with that Sub-Processor applying essentially the same data protection terms as are set out in this DPA.

3. Except as otherwise set forth in the Terms, We shall be liable for the acts and omissions of its Sub-Processors to the same extent We would be liable if it was performing the services of each Sub-Processor directly under the terms of this DPA.

Security reports and audits

- Controls for Data Protection: We shall maintain appropriate Security Measures for protection from a Personal Data Breach. We regularly monitors compliance with these measures.

- Personal
Data Breach Notification: We shall, to the extent permitted by law, notify you of any Personal Data Breach without undue delay when we become aware of the Personal Data Breach. To the extent such Personal Data Breach is caused by a violation of the requirements of this DPA by Us, We shall make reasonable efforts to identify and remediate the cause of such Personal Data Breach. We shall provide reasonable information, cooperation and assistance to You in relation to any action to be taken in response to a Personal Data Breach and in the event, You are required under Applicable Data Protection Law to notify a supervisory authority or any Data Subjects of the Personal Data Breach.

Any detected data breach will be reported to relevant authorities and affected individuals within 72 hours of its identification, in compliance with applicable data protection regulations.

Deletion of personal data

Following termination of the Account, We will retain the Personal Data forming part of the Service Data as long as we require. Thereafter, unless prohibited by law, We reserve the right to destroy all Personal Data in Our possession. You understand that Personal Data, once deleted, cannot be recovered. Notwithstanding the Data Retention Period, upon Your written request following the termination of an Account, We will destroy all Personal Data in Our possession.

International data transfer mechanism

We or any of our Sub-processor shall not process or transfer any Personal Data outside of the European Economic Area unless the transfer is compliant with Applicable Data Protection Laws.

Assistance with data protection impact assessment

1. Where a Data Protection Impact Assessment ("DPIA") is required under Applicable Data Protection Laws for the Processing of Personal Data, We shall taking into the account the nature of processing and information available to Us, provide, upon request, to You any information and assistance reasonably required for the DPIA including assistance for any communication with data protection authorities, where required,
unless the requested information or assistance is not pertaining to Your obligations under this DPA.

2. You shall pay Us the mutually agreed charges for providing such assistance, to the extent that such assistance cannot be reasonably accommodated within the normal provision of the Services.

Terms & terminations

1. This DPA becomes effective upon signature. It shall continue to be in full force and effect for the duration of the Terms and shall cease automatically thereafter.

2. Either Party may terminate the DPA as well as the Terms or any other agreement referred to in a Schedule, for cause and upon reasonable notice if the other Party is in material breach of the terms of this DPA.

3. Where amendments are required to ensure compliance of this DPA or a Schedule with Applicable Data Protection Law, the Parties shall agree on such amendments upon Your request. Where the Parties are unable to agree upon such amendments, You have the right but not an obligation to terminate the Terms and this DPA with prior written notice to Us.

Miscellaneous

1. In case of any conflict, the provisions of this DPA shall take precedence over the provisions of any other agreement between Us and You.

2. Any supplementary agreements or amendments to this DPA must be made in writing and signed by both Parties.

3. Should individual provisions of this DPA become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this DPA.

Schedule A

1. LIST OF PARTIES UNDER THE SCCS

Data exporter:The Data Exporter is the entity that has subscribed to the Terms and their contact details are as provided by them while subscribing to the Terms.
Signature & Date: By entering into the Terms, Data Exporter is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the Terms.
Role: Controller or Processor
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
Name: BETTERRENEWAL TECHNOLOGIES PRIVATE LIMITED
Address: No.47/2187,Jeevan bima nagar, Anna nagar west extension, Chennai Tamilnadu India - 600101
Contact person’s name, position and contact details: Support team, support@jointelescope.com
Activities relevant to the data transferred under these Clauses: Provision of the Services and Processing of Personal Data as permitted under the Terms.
Signature & Date: By entering into the Terms, Data Importer is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the Terms.
Role: Processor or sub-processor

2. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred
Unless provided otherwise by the data exporter, transferred Personal Data relates to the following categories of Data Subjects: employees, contractors, business partners, customers or other individuals having Personal Data stored, transmitted to, made available to, accessed or otherwise processed by the data importer.
Categories of personal data transferred.

The transferred Personal Data concerns the following categories of data:
Customer determines the categories of Personal Data which could be transferred per Betterrenewal’s Services as stated in the relevant Terms.
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 Personal Data transferred. The data exporter shall not disclose (and shall not permit any individual to disclose) any Sensitive Personal Data to the data importer for processing.
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis)
Data is transferred on a continuous basis
Nature of the processing

Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data (whether or not by automated means).Purpose(s) of the data transfer and further processingWe will Process Personal Data, as necessary to perform the Services pursuant to the Terms to the extent determined and controlled by the You in Your sole discretion. Further, We will also Process and enrich the Personal Data in Our systems to (i) improve, enhance, support and operate the Services and its availability; (ii) develop, demonstrate
and enable access to new products and services; (iii) compile statistical reports and insights into usage patterns.We may further transfer Personal Data to third-party service providers that host and maintain the Our applications, backup, storage, payment processing, analytics and other services as specified in the section on sub-processors below. These third-party service providers may have access to or Process Personal Data for the purpose of providing these services to Us.The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that periodFollowing termination of the Account, We will retain the Personal Data as long as we require. You understand that Personal Data, once deleted, cannot be recovered.Notwithstanding the Data Retention Period, upon Your written request following the termination of an Account, We will destroy all Personal Data in Our possession. This requirement shall not apply to the extent that We are permitted by applicable law to retain some or all of the Personal Data, in which event You shall isolate and protect the Personal Data from any further processing.For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

As applicable to the Services for You:
The list of Sub-Processors for our product is are:

Sub-Processor : Amazon Web services, Inc
Subject Matter : Cloud Service Provider
Purpose / Nature of processing : Cloud infrastructure provider for Betterrenewal, where all SaaS applications are hosted. Almost all data stored, processed and transmitted through Betterrenewal’s product resides on Amazon Web Services data centers
Data Center : US

3. COMPETENT SUPERVISORY AUTHORITY
In respect of the SCCs:Module 2: Transfer Controller to Processor Module 3: Transfer Processor to ProcessorWhere You are the data exporter, the supervisory authority shall be the competent supervisory authority that has supervision over the Customer in accordance with Clause 13 of the SCCs.
Subject Matter
Purpose / Nature of processing
Data Center
Amazon Web services, IncCloud Service Provider
Cloud infrastructure provider for Betterrenewal, where all SaaS applications are hosted. Almost all data stored, processed and transmitted through Betterrenewal’s product resides on Amazon Web
Services data centers
US

3. COMPETENT SUPERVISORY AUTHORITY
In respect of the SCCs:Module 2: Transfer Controller to Processor Module 3: Transfer Processor to ProcessorWhere You are the data exporter, the supervisory authority shall be the competent supervisory authority that has supervision over the Customer in accordance with Clause 13 of the SCCs.

Schedule B - Standard Contractual Clauses

Section I

1. Purpose and Scope  

1. a. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

2. b. The Parties:  
 i) The natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and  
ii) The entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’).
iii) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

3. c. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.  

4. d. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

2. 2. Effect and invariability of the Clauses

1. 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.  

2. b. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

3. 3. Third-party beneficiaries  
1. 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 8.1(b), 8.9(a), (c), (d) and (e)
iii) Clause 9(a), (c), (d) and (e);  4. iv) Clause 12(a), (d) and (f);  
v) Clause 13;  
vi) Clause 15.1(c), (d) and (e);  
vii) Clause 16(e);  
viii) Clause 18(a) and (b)

2. b. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

4.  Interpretation

1. 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.  
2. b. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.  
3. c. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

5. Hierarchy  
1. 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)  
1. 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. 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.  
2. 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.  
3. c. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

Section II - Obligation of the parties

8. Data protection safeguards  
1. 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.

2. 8.1 Instructions  

1. a. The data importer shall process the personal data only on documented instructions from the data exporter. Where the data exporter is a processor, the data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions throughout the duration of the contract.  
2. b. The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
3. c. Where the data exporter is a processor, the data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

3. 8.2 Purpose limitation  1. 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 controller, as communicated to the data importer by the data exporter, or from the data exporter.

4. 8.3 Transparency  1. 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 or, where the data exporter is a processor, the controller, under Articles 13 and 14 of Regulation (EU) 2016/679.

5. 8.4 Accuracy  
1. 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.

6. 8.5 Duration of processing and erasure or return of data  
1. 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 or the controller, 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).

7. 8.6 Security of processing  
1. 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 or the controller. 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. 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.  
3. 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 and, where appropriate and feasible, the controller 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.
4. d. 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. 8.7 Sensitive data  1. 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.

9. 8.8 Onward transfers
1. The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter or the controller, as communicated to the data importer by 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:  
2. i. 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;  
3. 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;  
4. 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  
5. iv. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.  
6. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.  

10. 8.9 Documentation and compliance  
1. a. The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.  
2. 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 or controller.  
3. 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. Where the data exporter is a processor, the data exporter shall provide such information to the controller. The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer. Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
4. 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.
5. 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.

9. Use of sub-processors

1. a. 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 ten (10) days 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. 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. 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. 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.

4. 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. 5. 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.

10. Data subject rights

1. a. The data importer shall promptly notify the data exporter and, where appropriate, the controller 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.

2. b. The data importer shall assist the data exporter, where appropriate in cooperation with the data exporter, the controller 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.  

3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter or, the controller, as communicated by the data exporter.

11. Redress  

1. 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.

2. b. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts
to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate,
cooperate in resolving them.  
3. c. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:  
i. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;  
ii. refer the dispute to the competent courts within the meaning of Clause 18.

4. d. 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. e. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
 
6. f. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies
in accordance with applicable laws.

12. Liability

1. 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.  
2. 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.  

3. 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 or, where the data
exporter is a processor, the controller, under Regulation (EU) 2016/679.

4. 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.  

5. 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.  

6. f. The Parties agree that if one Party is held liable under Clause 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.  

7. g. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

13. Supervision  
1. a. Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679
in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisor authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.  
2. b. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority
with written confirmation that the necessary actions have been taken.

Section II - Local Laws and obligation in case of access by public authorities

14. 14. Local laws and practices affecting compliance with the Clauses

1. 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.  

2. b. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:  
1. 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;

2. 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;  

3. 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.

3. 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.  

4. d. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

5. 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).  

6. 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 and where the data exporter is a processor, if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or where the data exporter is a processor, if instructed by the controller 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

1. 15.1 Notification  
1. 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.
iii. Where the data exporter is a processor, the data exporter shall forward the notification to the controller.

Section II - Local Laws and obligation in case of access by public authorities

14. 14. Local laws and practices affecting compliance with the Clauses

1. 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.  

2. b. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:  
1. 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;

2. 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;  

3. 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.

3. 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.  

4. d. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

5. 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).  

6. 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 and where the data exporter is a processor, if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or where the data exporter is a processor, if instructed by the controller 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

1. 15.1 Notification  
1. 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.
iii. Where the data exporter is a processor, the data exporter shall forward the notification to the controller.

2. 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.

3. 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.).

4. 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.  

5. 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.  

2. 15.2 Review of legality and data minimisation
1. 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).

2. 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. Where the data exporter is a processor, the data exporter shall make the assessment available to the controller. It shall also make it available to the competent supervisory authority on request.  3. 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.

3. c. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – Final Provisions

16. 16. Non-compliance with the Clauses and termination  

1. a. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.  

2. 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)  

3. 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.
iv. In these cases, it shall inform the competent supervisory and, where the data exporter is a processor, the controller of such noncompliance. 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. d. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these
Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under
that local law.

5. e. Either Party may revoke its agreement to be bound by these Clauses where  

1. 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

2. 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

1. 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 the Netherlands.

18. Choice of forum and jurisdiction

1. a. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

2. b. The Parties agree that those shall be the courts of the Netherlands.

3. c. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State/Switzerland in which he/she has his/her habitual residence.  4. d. The Parties agree to submit themselves to the jurisdiction of such courts.