Data Privacy Addendum

DATA PRIVACY ADDENDUMS

 

THESE ADDITIONAL TERMS PERTAIN TO CUSTOMERS IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND OR THE UK (EACH A “DATA PRIVACY ADDENDUM”). THE DATA PRIVACY ADDENDUMS ARE INCORPORATED INTO SERVICE AGREEMENTS WITH CUSTOMERS WHO RESIDE IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND OR THE UK (AS APPLICABLE). YOUR EXECUTION OF A CUSTOMER ORDER FOR SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE ADDITIONAL TERMS. YOU ACKNOWLEDGE AND AGREE THAT CENTRALREACH HAS THE RIGHT TO ESTABLISH TERMS FOR THE CONTINUED USE OF OUR SERVICES. ACCORDINGLY, CENTRALREACH RESERVES THE RIGHT TO MODIFY THESE TERMS FROM TIME TO TIME WITH OR WITHOUT NOTICE TO YOU. YOU AGREE THAT YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO ANY SUCH MODIFICATION. TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE TERMS OF SERVICE AND ADDITIONAL AGREEMENTS AS APPLICABLE. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF SERVICE AND OTHER ADDITIONAL AGREEMENTS AND THE APPLICABLE DATA PRIVACY ADDENDUMS, THE TERMS OF THE APPLICABLE DATA PRIVACY ADDENDUMS SHALL CONTROL.

 

DATA PROCESSING UNDER THE EUROPEAN DATA PROTECTION LEGISLATION
As used herein, “European Data Protection Legislation” means EU General Data Protection Regulation ((EU) 2016/679) (“EU GDPR”) (as amended or replaced from time to time), and any national implementing laws or regulations and secondary, replacement or supplementary legislation applicable to the processing of personal data applicable in the European Union from time to time, and any agreements between the European Commission and a “third country” in respect of the legal transfer personal data from the European Economic Area (EEA) to that third country.

 

To the extent that you are covered by the European Data Protection Legislation, you acknowledge and agree to the following:

 

 

NOTICES PURSUANT TO EUROPEAN DATA PROTECTION LEGISLATION
Customer agrees that any request pursuant to Section 4 of this Data Privacy Addendum shall be made in writing and sent to privacy@centralreach.com.

 

EXHIBIT A
European Standard Contractual Clauses
Module Two of the EU Standard Contractual Clauses

 

SECTION I

 

Clause 1

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

 

Clause 2

 

Clause 3

 

Clause 4

 

Clause 5

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.

 

Clause 6

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.

 

Clause 7

 

SECTION II – OBLIGATIONS OF THE PARTIES

 

Clause 8

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

 

 

Clause 9

 

Clause 10

 

Clause 11

 

Clause 12

 

Clause 13

 

[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 supervisory 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.

 

[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) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

 

 

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

 

Clause 14

 

Clause 15

 

SECTION IV – FINAL PROVISIONS

 

Clause 16

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

 

 

Clause 17

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

 

Clause 18

(d)The Parties agree to submit themselves to the jurisdiction of such courts.

 

ANNEX I

 

1. LIST OF PARTIES
Data exporter(s):
See details of Customer in the Service Agreement.
Signature and date: The signature and date of the Service Agreement is the deemed signature and date of this section.
Role (controller/processor): Controller......................................................................................................

 

2. ........................................................................................................................

 

Data importer(s):
See details of CentralReach in the Service Agreement.
Signature and date: The signature and date of the Service Agreement is the deemed signature and date of this section.
Role (controller/processor): Processor...................................................................................................

 

2. ........................................................................................................................

 

3. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Data subjects are your clients, students or others who receive treatment services from you.
Categories of personal data transferred
Personally identifiable data concerning the data subject such as name, address, contact information, insurance information, payment information and health and biometric data ...........................................................................................................................
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.
Health and biometric data.………………………………………………………………………..
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Ongoing………………………………………………………………………………………………..
Nature of the processing
Processing of data will be according to the functionality of the CentralReach service being used by the data exporter, such as processing for client record keeping, billing, insurance claims submission, health and biometric data gathered pursuant to assessments and treatment curriculums, clinical data reporting and related services.

 

…………………………………………………………………………………………………………..

 

Purpose(s) of the data transfer and further processing
For the provision of the Services. ……………………………………………………………………………………………….
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
For the duration of the Services.…………………………………………………………………
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
For the duration of the Services. ……………………………………………………………….
1. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
Irish Data Protection Commissioner ......................................................................................

 

ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA EXPLANATORY NOTE:
The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.
See Security At CentralReach at https://centralreach.com/security/

 

ANNEX III
LIST OF SUB-PROCESSORS
EXPLANATORY NOTE:
This Annex must be completed for Module Two, in case of the specific authorization of sub-processors (Clause 9(a), Option 1).
The controller has authorized the use of the following sub-processors:
Contact privacy@centralreach.com for details of current sub-processors.

 

DATA PROCESSING UNDER UK DATA PROTECTION LEGISLATION

 

As used herein, “UK Data Protection Legislation” means General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom (UK) or a part of the United Kingdom from time to time) (“UK GDPR”), the UK Data Protection Act 2018 and any replacement or supplementary legislation applicable to the processing of personal data applicable in the United Kingdom from time to time, and any agreements between the UK and a “third country” in respect of the legal transfer personal data from the UK to that third country.

 

To the extent that you are covered by the UK Data Protection Legislation, you acknowledge and agree to the following:

 

NOTICES PURSUANT TO DATA PROTECTION LEGISLATION
Customer agrees that any request pursuant to Section 4 of this Data Privacy Addendum shall be made in writing and sent to privacy@centralreach.com.

 

Exhibit B: UK Addendum

Table 1: Parties

Start Date See the Service Agreement.
The Parties Exporter (who sends the Restricted Transfer) Importer (who receives the Restricted Transfer)
Parties’ details See Annex I of Part A See Annex I of Part A
Key Contact See Annex I of Part A See Annex I of Part A
Signature (if required for the purposes of Section ‎2) The signature and date of the Service Agreement is the deemed signature and date of this section. The signature and date of the Service Agreement is the deemed signature and date of this section.

Table 2: Selected Standard Contractual Clauses, Modules and Selected Clauses

Addendum EU SCCs The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information: Date: Reference (if any): Other identifier (if any): Or X the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:
Module Module in operation Clause 7 (Docking Clause) Clause 11 (Option) Clause 9a (Prior Authorisation or General Authorisation) Clause 9a (Time period) Is personal data received from the Importer combined with personal data collected by the Exporter?
1            
2 X X   General authorization   No
3       General authorization   No
4            

Table 3: Appendix Information

 

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: See Annex I of Part A
Annex 1B: Description of Transfer: See Annex I of Part A
Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: See Annex II of Part A.
Annex III: List of Subprocessors (Modules 2 and 3 only): See Annex III of Part A.

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes Which Parties may end this Addendum as set out in Section ‎19:

Importer
Exporter
X neither Party

Mandatory Clauses

 

Entering into this Addendum

Interpretation of this Addendum

Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

 

Hierarchy

Incorporation of and changes to the EU SCCs

“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”;

 

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

 

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

 

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

 

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

 

“These Clauses are governed by the laws of England and Wales.”;

 

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

 

 

Amendments to this Addendum

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

 

 

[1]Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

 

[2]The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

 

[3]This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

 

[4]As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

 

DATA PROCESSING UNDER THE SWISS DATA PROTECTION LEGISLATION
As used herein, “Swiss Data Protection Legislation” means the Federal Act of 25 September 2020 on Data Protection (FADP) (as amended or replaced from time to time), and any secondary, replacement or supplementary legislation applicable to the processing of personal data applicable in Switzerland from time to time, and any agreements between Switzerland and a “third country” in respect of the legal transfer personal data from Switzerland to that third country.

 

To the extent that you are covered by the Swiss Data Protection Legislation, you acknowledge and agree to the following:

 

 

NOTICES PURSUANT TO SWISS DATA PROTECTION LEGISLATION
Customer agrees that any request pursuant to Section 4 of this Data Privacy Addendum shall be made in writing and sent to privacy@centralreach.com.

 

Exhibit C: Swiss Amendments to the EU SCCs

 

Last Revision Date: November 21, 2023