Processor to Processor

Processor to Processor

Capitalised terms used but not defined in these Clauses (including the Appendices) shall have the meanings given to them in the separate agreement between the parties into which these Clauses are incorporated (the “Agreement”) and the corresponding data protection agreement (the “Data Protection Agreement”).

Appendices

Clause (1) Purpose and Scope

  1. The purpose of these Clauses is to ensure that an appropriate level of Personal Data protection equivalent to the level of protection applicable under the Personal Data Protection Law and its Implementing Regulations is applied in the absence of an appropriate level of Personal Data protection outside the Kingdom by specifying the obligations of the parties involved in the transfer of Personal Data to a country or international organization that does not have an appropriate level of Personal Data protection.
  2. Appendix (1) shows the data for both Data Exporters and Data Importers.
  3. These Clauses apply to the transfer of Personal Data as specified in Appendix (2) ("Personal Data to be Transferred or Disclosed").

Clause (2) Impact and Modification

  1. These Clauses set out appropriate safeguards, including rights of complaint by Personal Data Subjects, and cannot be amended except to select the appropriate template or to add or update information in the appendix.
  2. The parties may incorporate these Clauses into a comprehensive agreement or add other clauses or additional guarantees, provided they do not directly or indirectly conflict with these Clauses or infringe on the fundamental rights of Personal Data Subjects.
  3. These Clauses do not relieve any party from its obligations under the Law and Regulations, nor do they prejudice the provisions of the Laws and Regulations in force in the Kingdom or agreements to which the Kingdom is a party.

Clause (3) Rights of Personal Data Subjects

  1. These Standard Contractual Clauses are without prejudice to the rights of Personal Data Subjects under the Law and Regulations.
  2. Personal Data Subjects whose Personal Data is transferred from the parties based on these Standard Contractual Clauses may notify the Competent Authority ("Saudi Data & AI Authority") if they become aware of any violation of these Standard Contractual Clauses.

Clause (4) Interpretation

  1. Unless the context requires otherwise, the words and phrases used in these Clauses shall have the meanings assigned to them in Article (1) of the Personal Data Protection Law issued by Royal Decree No. (M/19) dated 9/2/1443 AH and amended by Royal Decree No. (M/148) dated 5/9/1444 AH, Article (1) of the Implementing Regulation of the PDPL and Article (1) of the Regulation on the Transfer of Personal Data Outside the Kingdom.
  2. These Clauses must be read and interpreted in light of and in accordance with the provisions of the Law and Regulations referred to in paragraph (a) of this Article, and may not be interpreted in any other way that is inconsistent with the provisions of the Law and Regulations.

Clause (5) Conflict Clause

In the event of a conflict between these Clauses and any provision in any other agreement between the parties, these Clauses shall prevail.

Clause (6) Details of Transfers

The transfer(s), as well as the categories of Personal Data and the purposes of the transfers, are described in the Appendix.

Clause (7) Addition of New Parties

  1. Any Personal Data Importer or Personal Data Exporter who is not a party to these Standard Clauses may join these Standard Contractual Clauses by completing and signing Appendix (1), with the consent of the existing parties. The Joining Entity shall be either the Personal Data Importer or the Personal Data Exporter.
  2. Once Appendix (1) has been completed and signed, the Joining Entity shall be a party to these Clauses, and the newly Joined Entity shall, as of the date of joining, and assume the responsibilities depending on the nature of the Personal Data processing and transfer operations that occurred on or after the date of joining, and shall be entitled to exercise the rights and obligations corresponding to its role as defined in these Clauses.

Clause (8) Governing Law and Jurisdiction

These Standard Contractual Clauses shall be governed by the applicable laws of the Kingdom of Saudi Arabia. Any dispute arising from the application of the provisions of these Clauses shall fall under the jurisdiction of the Kingdom and be vested in its courts. The Personal Data Importer, under these Standard Contractual Clauses, agrees to submit to the jurisdiction of the Kingdom of Saudi Arabia.

Clause (9) Compliance with the Requests of the Competent Authority

  1. Each party agrees to comply with any requests from the Competent Authority in relation to these Standard Contractual Clauses or the processing of transferred Personal Data.
  2. The Personal Data Importer agrees and commits to cooperate with the Competent Authority and comply with all its requests and inquiries and provide the necessary documents and information to ensure compliance with the Standard Contractual Clauses.
  3. The Personal Data Importer agrees to abide by the measures adopted by the Competent Authority, including corrective measures and compensation.

Clause (10) Compensation

  1. If any dispute arises between the Personal Data Subject and a party regarding compliance with the Standard Contractual Clauses, that party shall use all necessary means to settle the dispute amicably with the Personal Data Subject, and all parties shall inform each other of the existence of such dispute to ensure that it is resolved in cooperation with each other.
  2. The Personal Data Subject may submit to the Competent Authority any complaint arising from the application of the provisions of these Standard Contractual Clauses, in accordance with the procedures for submitting complaints specified by the Law and Regulations.
  3. The Personal Data Subject has the right to claim before the competent court for compensation for material or moral damage in proportion to the magnitude of the damage arising from the application of these Standard Contractual Clauses.

Clause (11) Personal Data Security

  1. All parties shall take the necessary organizational, administrative, and technical measures that ensure to maintain the privacy of personal Data against any breach at all stages of processing, including personal data security during the transfer process. In assessing the appropriate level of security, the Parties shall take into account the current state of technology, implementation costs, and the nature of the Personal Data transferred, as well as the nature, scope, context, purposes, the risks involved in the processing of the Personal Data, and specifically consider the application of encryption or de-identification, including during Personal Data transfer, where the purpose of the data processing can be achieved in this way.
  2. The Personal Data Exporter shall assist the Personal Data Importer in fulfilling the necessary data security requirements, and in the event of any Personal Data breach in relation to the transferred Personal Data processed by The Personal Data Exporter under these Standard Contractual Clauses, The Personal Data Exporter shall notify the Personal Data Importer without delay after becoming aware of such breach and shall assist the Personal Data Importer in containing such breach.
  3. The Data Exporter ensures that persons authorized to process the transferred Personal Data are bound by confidentiality and nondisclosure under an appropriate legal obligation of confidentiality and non-disclosure.

Clause (12) Duration and Termination

  1. If, for any reason, the personal Data Importer is unable to fulfill its obligations under these Standard Contractual Clauses, it must inform The Personal Data Exporter within (24) hours from the time it becomes aware of this.
  2. In the event that the personal Data Importer violates these Standard
  3. Contractual Clauses or is unable to comply with them, the personal Data Exporter shall immediately cease the transfer of Personal Data to the Personal Data Importer until the Personal Data Importer ensures its return to compliance again, provided that the Personal Data Importer shall be given a period of (30) days, extendable for a similar maximum period, to prove its ability to comply with these Clauses, and if the period expires without achieving this, the two parties shall agree to terminate the contract, without any liability for the Personal Data Exporter or Controller, as the case may be.
  4. The Personal Data Exporter or Controller, as the case may be, shall ensure that all Personal Data previously transferred to the Personal Data Importer is fully destroyed before terminating the Standard Contractual Clauses under paragraph (b) above. It shall also ensure that any copies it has of such personal data are destroyed.
  5. The Personal Data Importer must document the destruction of the data, and this documentation must be provided to the Personal Data Exporter or controller upon request.
  6. The Personal Data Importer must continue to ensure - until the data is destroyed - that it complies with these Standard Contractual Clauses.

Clause (13) Protection of Transferred Personal Data

The Personal Data Exporter and the Personal Data Importer shall process the transferred Personal Data according to the nature and purposes of the transfer and the appropriate template as follows:

Processor to Processor

1. Instructions Processing.
  1. The Personal Data Exporter has clarified to the Personal Data Importer that it processes Personal Data as a Processor based on the instructions of, and on behalf of, its Controller. The Personal Data Exporter confirms that these instructions are compatible and consistent with the instructions provided to it by the Controller.
  2. The Personal Data Importer is obliged to process the transferred Personal Data only upon written instructions from the Personal Data Exporter. The Personal Data Importer is obliged to inform the Personal Data Exporter if it is unable to follow these instructions without undue delay.
  3. The Personal Data Importer shall notify the Personal Data Exporter if it is unable to comply with The Personal Data Exporter's instructions within (24) hours from the time it becomes aware of this, provided that the Personal Data Exporter shall notify the Controller within (48) hours from the time it receives the Data Importer's notification.
  4. The Personal Data Exporter confirms that it has imposed obligations on the Personal Data Importer equivalent to those imposed on the Personal Data Exporter by the Controller with respect to the processing of transferred Personal Data.
2. Processing Restrictions

The Personal Data Importer shall process the transferred Personal Data in accordance with the purposes specified in Appendix (2), unless otherwise directed in writing by the Personal Data Exporter, provided that the Personal Data shall be processed in accordance with the provisions of the Law and its Implementing Regulations in all cases.

3. Compliance with the Requests of the Competent Authority
  1. In order for the Competent Authority to exercise its powers under the Law and the Implementing Regulations, the parties shall provide a copy of these Clauses to the Competent Authority upon request and without undue delay. The Competent Authority may request any additional information regarding transfers of Personal Data.
  2. Each party agrees to comply with any requests made by the Competent Authority in relation to these Clauses or the processing of the transferred data.
  3. Upon request, the Personal Data Importer (either directly or through the Personal Data Exporter or the Controller) shall disclose its identity, contact information, and the categories of Personal Data being processed to the Personal Data Subject and provide a copy of these Clauses.
4. Accuracy and Quality of Personal Data

If The Personal Data Importer realizes that any transferred Personal Data is inaccurate or not up-to-date, it shall inform the Personal Data Exporter in writing without undue delay, provided that the Personal Data Exporter shall inform the Controller within (48) hours from the time the Personal Data Importer notifies the Personal Data Exporter to request a written directive requesting the destruction or correction of the Personal Data.

5. Duration of Personal Data Processing and Destruction or Recovery
  1. The processing shall be carried out by the Personal Data Importer only for the period specified in Appendix (2). After completion of the purpose of the processing, the Personal Data Importer shall destroy all Personal Data processed on behalf of the Personal Data Exporter and notify the Personal Data Exporter accordingly, unless otherwise directed by the Personal Data Exporter in the following cases:
    i. Return all processed Personal Data to the Personal Data Exporter and delete the copies held by the Data Importer;
    ii. If the regulations in force in the Kingdom require the retention of the transferred Personal Data for an additional period of time;
    iii. To retain the minimum amount of Personal Data necessary for the establishment, prosecution, or defense of legal proceedings;
    iv. Retain the minimum amount of transferred Personal Data necessary to protect the Data Subject's life or vital interests or to prevent, examine, or treat an infection.
  1. The Personal Data Importer remains bound by these Clauses until the Personal Data is deleted or recovered.
6. Personal Data Security and Personal Data Breach Notifications
  1. The Parties shall ensure that the organizational, administrative, and technical measures specified in Appendix (3) provide a sufficient level of protection for the transferred Personal Data to comply with the requirements of Article (19) of the Law and Article (23) of the Regulation.
  2. The Personal Data Importer shall implement the security measures specified in Appendix (3) and apply those measures to all transferred Personal Data to ensure the security and protection of Personal Data against any violation that may result in damage to the Personal Data Subject, unlawful action, loss, alteration, disclosure, or unauthorized access.
  3. The Personal Data Importer must periodically review the security measures stipulated in Appendix (3) to ensure that they are being implemented as required, and update them as needed to ensure compliance with Article (19) of the Law and Article (23) of the Regulation.

If Personal Data Importer becomes aware of a data breach incident that could harm the transferred personal data or the data subjects, or conflict with their rights or interests, the Personal Data Importer must immediately take appropriate and necessary measures to contain the incident to minimize any risks or negative consequences and ensure that it does not recur. The Personal Data Exporter must be notified within 24 hours of the breach or upon becoming aware of it. This notification shall include a description of the incident, its causes, the measures taken or planned to contain the incident and prevent its recurrence, and contact details for follow-up by the Personal Data Exporter. The Personal Data Exporter must notify the controller within 24 hours of receiving the notification from the Data Importer. The controller must then notify the competent authority in accordance with the requirements set forth in "Article 24" of the Implementing Regulations of the Law.

7. Sensitive Data

Without prejudice to any restrictions related to sensitive data as stipulated in the Law and its Implementing Regulations, the Personal Data Exporter must ensure that the Data Exporter adopts additional protection measures appropriate to the nature of the sensitive data and ensures its protection from any risks during processing, while also ensuring the application of the restrictions and additional safeguards outlined in Appendix (2).

8. Subsequent Transfer
  1. The Data Importer shall not transfer or disclose the transferred Personal Data to a third party outside the Kingdom unless that party has acceded to these Clauses and in accordance with the appropriate template and the provisions of Clause (7) above.
  2. Without prejudice to the provisions of Articles (8) and (15) of the Law and (17) of the Implementing Regulation of the Law, the provisions of the Law and Regulations shall apply to Personal Data that has been previously transferred or disclosed to an entity outside the Kingdom.
  3. The Controller shall be responsible for verifying that the Personal Data Exporter and Data Importer comply with the above obligations, and the Controller may appoint an independent third party to review and verify compliance on its behalf. In all cases, if the Personal Data Exporter and Data Importer violate the instructions issued by the Controller or the agreement concluded with it regarding the processing of the transferred Personal Data, the Personal Data Exporter and Data Importer shall be considered as the Controller and shall be responsible for violating the Standard Contractual Clauses and the provisions of the Law and the Implementing Regulations before the Competent Authority.
9. Sub-Processor Appointment
  1. If there is a need for the Personal Data Importer to appoint a Sub-Processor, the Personal Data Exporter is required to obtain prior written consent from the Controller at least [specify time period] before appointing any Sub-Processor.
  2. If a Sub-Processor is appointed, this shall be done through a written agreement that imposes the same obligations as on the Personal Data Importer under these Standard Contractual Clauses. the Personal Data Importer shall, at the request of the Personal Data Exporter, provide a copy of this written agreement and any subsequent amendments thereto to the Personal Data Exporter.
10. Compliance with These Clauses
  1. The Personal Data Importer shall respond to all inquiries and requests of the Personal Data Exporter or the Controller within the specified period and provide all information requested by the Personal Data Exporter and Controller, in addition to providing the Personal Data Exporter or the Controller with all information it may request regarding the processing of the transferred Personal Data, including any information necessary to enable
  2. the Controller to prove its compliance with the requirements contained in these Clauses or the provisions stipulated in the Law and its Implementing Regulations before the Competent Authority.
  3. Each party is responsible for proving that all obligations under these Clauses have been fulfilled before the Competent Authority upon request, and in all cases, if the Personal Data Exporter and Data Importer violate the instructions issued by the Controller or the agreement concluded with it regarding the processing of the transferred Personal Data, the Personal Data Exporter and Data Importer shall be considered as the Controller and shall be responsible for the violation of the Standard Contractual Clauses and the provisions of the Law and the Implementing Regulations before the Competent Authority.
  4. The Personal Data Importer shall allow, without undue delay, the Personal Data Exporter or the Controller or their appointed representatives to audit the Data Importer's processing of Personal Data at the request of the Personal Data Exporter or the Controller.
  5. The Controller must provide the information revealed by the audit when requested by the Competent Authority.
  6. The right of audit does not grant the Personal Data Exporter or the Controller or their representative’s access to any confidential information of The Personal Data Importer as long as this information is not closely related to the processing of the transferred Personal Data.
11. Rights of Personal Data Subjects
  1. The Personal Data Importer shall notify the Personal Data Exporter within (24) hours of receipt of any request received from the Personal Data Subject, provided that the Personal Data Exporter shall notify the Controller within
  2. (24) hours of receipt of the Data Importer's notification, provided that the Personal Data Importer and the Personal Data Exporter shall not respond to the request unless the Controller authorizes it to do so.
  3. The Personal Data Importer shall take all necessary measures, in cooperation with The Personal Data Exporter and the Controller, to respond to the requests of Personal Data Subjects to exercise their rights under the provisions of the Law and Regulations.
  4. The Personal Data Importer is obliged to follow all instructions issued by the Personal Data Exporter and the Controller in all matters relating to the processing of the transferred Personal Data.
  5. All statements made to the Personal Data Subject must be presented in a clear, legible, and accessible format.

Appendix 1 – Parties List

[Note: The data in this appendix is updated for all phases]

Information of Personal Data Exporter (s) Information of Personal Data Importer (s)
Name: Name:
The relevant Dubai Holding group entity as specified in the Agreement and the Data Protection Agreement. Supplier(s) or the counterparty/ies to the data exporter as otherwise defined in the Agreement and the Data Protection Agreement.
Address: Address:
As specified in the Agreement and the Data Protection Agreement in the party clauses. As specified in the Agreement and the Data Protection Agreement in the party clauses.
Contact Information: Contact Information:
Contact details are specified in the Agreement and the Data Protection Agreement. Contact details are specified in the Agreement and the Data Protection Agreement.
Signature: Signature:
The parties agree that execution of the Agreement or the Data Protection Agreement, whichever later, shall constitute execution of these Clauses by both parties. The parties agree that execution of the Agreement or the Data Protection Agreement, whichever later, shall constitute execution of these Clauses by both parties.
Date: Date:
The parties agree that execution of the Agreement or the Data Protection Agreement, whichever later, shall constitute execution of these Clauses by both parties. The parties agree that execution of the Agreement or the Data Protection Agreement, whichever later, shall constitute execution of these Clauses by both parties.
Role [Controller/Processor]: Role [Controller/Processor]:
Processor. Processor.

Appendix 2 – Description of the Transfer of Personal Data

[Note: The data in this appendix is updated for all Phases]

Categories of Personal Data Subjects whose Personal Data Categories is transferred

As specified in the Data Protection Agreement.  
Categories of transferred Personal Data
As specified in the Data Protection Agreement.
Categories of transferred sensitive data - if any - and applicable restrictions and safeguards that take full account of the nature of the Personal Data and the risks involved, e.g., purpose limitation, access restrictions, record keeping of access to Personal Data, restrictions on subsequent transfers, or additional organizational, technical, and regulatory measures.

As specified in the Data Protection Agreement.  

Restrictions and safeguards for sensitive data are specified in Appendix 3 (if any). 

Purpose of Transfer
The Personal Data Importer will process transferred Personal Data as part of its provision of the Services under the Agreement.
Retention Period/Criteria:
The Personal Data Importer will retain the transferred Personal Data in accordance with the terms of the Data Protection Agreement. Upon the termination of the Data Protection Agreement, the transferred Personal Data will either be securely deleted by the Personal Data Importer or returned to the Personal Data Exporter, which shall be determined by the Personal Data Exporter.

Appendix 3 – Security Measures

[Note: The data in this appendix is updated for all Phases]

  1. All parties are obliged to clarify the organizational, administrative, technical, and security measures that will be applied to the transferred Personal Data to fulfill the provisions of Article (19) of the Law and Article (23) of the Implementing Regulation of the Law.
  2. The measures below are examples only, and the parties should ensure that the description in this Appendix corresponds to the applicable facts relevant to the transfer.
Annex II - Technical and Organisational measures including (but not limited to security of ) personal data 
[ Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. The technical and organisational security measures applicable to the transfer of personal data under this agreement are published on Dubai Holding's Privacy Centre and can be accessed at: (https://privacy.dubaiholding.com/en/International-Transfer-Agreements /Technical-and-Organisational-Controls). The data importer will implement and maintain technical and organisational measures that are at least equivalent to those published on Dubai Holding's Privacy Centre and as set out in the Agreement and Data Protection Agreement.    For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter As above, if applicable. ] 

The Personal Data Importer will also implement and maintain technical and organizational measures that are at least equivalent to those set out in the Agreement and Data Protection Agreement.

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