By accepting the applicable Simli Terms of Service the Customer also commits to this Data Processor Agreement (“DPA”). The DPA is between the Customer (the “Customer” also referred to as the “Controller”) and Simli AS (the “Processor”), individually referred to as the “Party” and collectively as the “Parties”.

This DPA is established under Article 28 of the GDPR, and sets out the rights and obligations of Simli and the Customer related to Simli’s processing of personal data on behalf of the Customer pursuant to the Agreement. For Customers located in a non-EU/EEA country not subject to an adequacy decision or self-certified under the EU-US Data Privacy Framework, the Standard Contractual Clauses in Exhibit 3 also applies for Simli’s transfer of personal data to such Customers.

“GDPR” means the European Regulation (EU) 2016/679, the General Data Protection Regulation. GDPR and other data protection laws and regulations in Norway constitute the “Applicable Data Protection Law” which applies to Simli’s processing of Personal data both as a Processor and as a Controller. Customers of Simli who operate outside of the EU/EEA area who are subject to local privacy regulations (“Local Privacy Regulations”) acknowledge and agree that Customer is responsible for processing following such Local Privacy Regulations.  

This DPA shall take precedence in case of any conflict with applicable law, specifically concerning data subject to the GDPR.

1                    Purpose and background

On behalf of the Customer, Simli will process Personal Data relating Customers’ use of Simli’s Services, to the extent necessary to provide the Services as described in Terms of Service and to provide technical support to the Customer, at the Customer’s request. Personal Data includes Customer’s User information, User activity data, and any personal information related to identifiable persons included in Inputs and Outputs (as defined in the Terms of Service). A description of the Processing is available in Exhibit 1 of this DPA.

The Customer authorizes Simli to process User Content and Output for Simli's own purposes of (a) conducting research, (b) developing the Services, (c) training its AI and Vision Models, and (d) monitoring the Services for illicit content as detailed in the Privacy Policy. (ADD HYPERLINK)

2                    General obligations of the Parties

Each Party shall comply with their respective obligations under the applicable privacy regulations in their jurisdiction and shall not, by any act or omission, cause the other to be in breach of any such obligations. 

2.1                General obligations of Simli

Simli shall:

                      Only process personal data in accordance with documented instructions of the Customer as set forth in this DPA, the Agreement, or other written instructions, unless legally obligated to process the data in accordance with Applicable Data Protection Law. In such a case, Simli shall promptly inform the Customer of that legal requirement, unless prohibited to do so by applicable law and/or on important grounds of public interest;

                      Notify the Customer if, in Simli’s opinion, any of the Customer’s instructions are in violations of Applicable Data Protection Law.

                      Ensure that employees and Sub-processors or other third parties authorized to process personal data on behalf of Simli in accordance with Section 5 are subject to obligations of confidentiality.

                      Enable the Customer to perform audits and inspections, either by the Customer or by a third party designated by the Customer and approved by Simli. The Customer shall bear all costs of the audit and it will take place during normal business hours and at delays compatible with Simli’s daily operations.

                      Immediately notify the Customer if Simli receives a request from an authority to disclose Personal Data processed under this Agreement. Simli is not obliged to notify if the law prohibits such notification. Unless required by law, Simli shall not comply with such a request without prior written approval from the Customer; and

                      At the request of the Customer, assist the Customer in responding to any requests from the supervising authority or the data subject pursuant to Applicable data protection law or to local privacy regulations applicable to the Customer (including the right to information, access, correction and erasure).

The scope of Simli’s duty to provide assistance to the Customer shall take the nature of the processing and the information available to Simli into account. 

2.2                General obligations of the Customer

The Customer acknowledges and agrees that

                      It is responsible for providing guidance to its authorized Users, as defined in the Terms of Service, regarding the use of the Service, and in particular, the use of Personal Data within the Service,

                      It is responsible for applying technical and/or organizational measures to prevent any unauthorized use of Personal Data by the authorized Users,

                      Simli’s security obligations under this DPA and the Applicable Data Protection Law apply to Simli without prejudice to the Customer’s own security obligations under local privacy regulations,

                      It has provided notice and obtained all consents and necessary legal basis in accordance with the applicable privacy legislation of its jurisdiction for Simli to lawfully process Personal Data on behalf of the Customer in accordance with this DPA. 

3                    Security of Processing

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Simli shall implement and maintain appropriate technical and organizational measures to protect Personal Data from any Personal Data Breach and to preserve the security and confidentiality of the Personal Data in accordance with Applicable Data Protection Law. An overview of the current security measures implemented by Simli is listed in Exhibit 2. 

The Controller acknowledges that such security measures are subject to technical progress and development and that Simli may update them from time to time, provided that such updates do not materially decrease the overall security of the Processing.

Simli will, at the request of the Customer, assist the Customer in ensuring compliance with applicable privacy regulations to which the Controller is subject.   

4                    Personal Data Breach

In the event of a personal data breach, Simli shall notify the Customer within 48 hours. The notification shall at least describe:

                      The nature of the personal data breach, including, if possible, the categories and the approximate number of data subjects affected.

                      The name and contact information of the data protection officer or other contact where information can be obtained. 

                      The likely consequences of the personal data breach.

                      The measures taken or proposed to be taken to address the personal data breach, including any measures to mitigate its possible adverse effects. 

In situations where all the information above cannot be given in the first notice, the information shall be provided without undue delay and, to the extent the information is available, no later than 72 hours after the occurrence of the personal data breach. The Customer is responsible for any obligations to notify the relevant supervising authority. If all information is not available within 72 hours, supplementary information may be provided without undue delay when available to Simli. 

5                    Use of sub-processors 

5.1                General Authorization

“Sub-processors” are third-party service providers Simli uses to perform parts of the Service and thereby process Personal Data on Simli's behalf. The Customer provides prior and general authorization allowing Simli to appoint any sub-processors to assist Simli in the provision of the Services and in the processing, in accordance with the terms of this DPA. This authorization is subject to the following conditions:

                      Simli will maintain an up-to-date list of its Sub-processors in Exhibit 1 to this DPA. 

                      Simli will notify the Customer prior to any changes to this list. 

                      Simli will enter into a binding agreement with each Sub-processor imposing data protection terms that require the Sub-processor to protect the Personal Data to the same standards provided by this DPA, and

                      Simli will remain liable to the Customer if such Sub-processor fails to fulfil its data protection obligations about the relevant processing activities under the DPA.

5.2                Changes to the list of Sub-processors 

Simli will notify the Customer by email or by notifications within the Service of any changes to the list of Sub-processors as soon as reasonably practicable and no later than fourteen (14) days prior to engaging such Sub-processor. The Customer may object in writing to Simli’s appointment of a new Sub-processor during this notice period, provided that such objection is based on reasonable grounds relating to the Applicable Data Protection Laws or Local Privacy Regulations. If Customer does not approve of such changes, the Customer may, as its sole and exclusive remedy, terminate all or part of the Agreement for convenience. 

The changes will become effective 14 days after notice is given. The Customer’s continuance of use of the will be considered as an approval of the notified changes. 

6                    International Transfers of Personal Data

When providing the Service to Customer’s located in a Third Country, certain processing activities such as generating Output, which includes transferring data from Simli to the Customer, is defined as an International Transfer if Personal Data is part of the Output. 

“International Transfers” mean any transfer of Personal Data from Simli to a country or state located outside the European Union and the European Economic Area (“EEA”) that is not subject to an adequacy decision in accordance with GDPR Article 45. 

Any processing involving an International Transfer is strictly regulated in Applicable Data Protection Law which require the use of Standard Contractual Clauses (“SCC”) adopted by the European Commission. 

Any International Transfers related to the performance of the Agreement is governed by the Standard Contractual Clauses Module 4, attached to this DPA and integrated to the Agreement.

Companies located in the U.S. who are self-certified under the EU-US Data Privacy Framework are subject to an adequacy decision that allows transfers of Personal Data on equal terms as any transfer within the EU/EEA area. Transfer of Personal Data between Simli and a self-certified controller or processor located in the U.S. does not require additional SCC’s. Neither are transfers to Controllers in other countries subject to an adequacy decision.

6.1                General Authorization

The Controller provides a prior and general authorization allowing International Transfers related to Simli’s use of Sub-processors and cooperating third parties by using the SCC’s adopted by the European Commission or any other appropriate safeguard provided by Applicable Data Protection Law. If the SCCs are suspended, terminated or no longer provide an appropriate safeguard in compliance with the Applicable Personal Data Protection Laws, Simli will (i) promptly notify the Customer and (ii) suspend the applicable transfer until an alternative safeguard for the transfer of Personal Data has been implemented. 

7                    Audits

Upon the Customer’s written request, Simli will make available all documents and information to demonstrate that the processing carried out by Simli complies with this DPA in a timely manner, to the extent that is commercially reasonable and required by the Applicable Data Protection Laws.

Only to the extent the Controller cannot reasonably be satisfied with Simli’s compliance with this DPA through the exercise of a documentary audit, the Controller may, by the Controller’s own cost, conduct one (1) audit per year under the conditions defined below:

                      Simli is notified by at least thirty (30) calendar days by written notification;

                      This audit is conducted by an independent auditor selected jointly by the Parties for its expertise, independence, and impartiality;

                      The selected auditor shall be bound by a confidentiality agreement and/or by professional secrecy;

                      This audit shall be conducted during Simli’s regular business hours and not unreasonably impair or slow down the Services or affect the organizational management of Simli;

                      This scope of the audit shall be limited to the processing of Personal Data relevant to the Customer,

                      An identical copy of the audit report shall be provided to Simli for review and observation.

8                    Liability and compensation

The parties shall cover their own administrative fines and other penalties imposed for violations of data protection laws. 

If a party is deemed liable to pay compensation for damage suffered due to circumstances the other party is responsible for, the party deemed liable is entitled to claim compensation from the other party corresponding to the other party’s part of responsibility for the damage. Any limitations of liability in the Agreement also apply to liability for such compensations. 

9                    Duration of the DPA

This DPA shall commence on the effective date of the Agreement and will continue for the duration of the Agreement. 

10               Changes to this DPA

The Customer acknowledge and agrees that Simli may update the description of the processing from time to time to reflect new Services, features or functionalities in accordance with Applicable Data Protection Law.  Simli will notify the Customer of any changes to this DPA by email no later than fifteen (15) days prior to the effective date of the change. The Customer may object to such changes during the notice period on reasonable grounds pertaining to the Applicable Data Protection Law. The Parties will consult and negotiate in good faith in a view of achieving a satisfactory resolution. If a satisfactory resolution is not agreed upon, the Customer will be entitled to terminate the Agreement for convenience. 

11 Breach of this DPA

In the event of a breach of this Agreement or any Local Privacy Regulations, the Customer may instruct Simli to stop further processing of the data with immediate effect. 

12               Return, deletion and/or destruction at the end of the Agreement

Upon termination of the Agreement, Simli is obligated to return or delete all personal data received on behalf of the Customer in accordance with Simli’s policy and procedures. Unless otherwise agreed, the Customer acknowledges that the Personal Data will no longer be accessible upon the expiry of a thirty (30) days period following the termination of the Customer’s access to and use of the Services.

13               Law and legal venue

This Agreement shall be governed by the laws of Norway. Oslo District Court shall be the legal venue. 

 

 

 

Exhibit 1 The scope of the processing 

The purpose of the processing

The purpose of the processing is for Processor to provide the Service in accordance with the Agreement.

Type of personal data processed

The API Key, any personal data included in User Content based on User Input, or that may be accessed by Simli as part of technical support. 

The nature of the processing

The processing is done while the User is utilising the Service. The audio from the interaction (Input) is streamed, via a sub-processor, to a speech-to-text processor who turns the data into text. This text is sent to an LLM provider who generate an answer in form of a text (Output). This text is sent to a text-to-speech processor who turns Output into audio. This audio is sent back to Simli who creates a visual render. The video is then streamed back to the User via a sub-processor and the Customer receives Output from an avatar via video.

The categories of data subjects

The Customer, the authorized Users and any other natural person whose Personal Data is used by the Customer or the authorized User as Input or related to Input 

The duration of the processing

For as long as Simli processes personal data on behalf of the Customer for the purpose mentioned in section 1 in this DPA.

Sub-processors and International Transfers

Sub-processor	Transfers outside the EEA
OpenAI (LLM & Voice API)	YES
ElevenLabs (Voice API)	YES
Groq (LLM)	YES
Microsoft Azure (Voice API )	NO
Daily (Streaming & Voice API)	YES
Google Ireland Ltd. (Provider of cloud services)	NO
DeepGram (speech API)	YES
ReTell (voice API)	YES
Cartesia (speech API)	YES
Meta (LLM)	YES
PlayHT (Voice API)	YES

Exhibit 2

Technical and organizational measures to ensure the security of the data processed by Simli 

No.	Theme	Requirements/description
	Data security	The Processor shall have mechanisms to safeguard integrity and confidentiality during the processing, storage and transfer of personal data.
	Overall routines for processing personal data	The Processor shall have written down routines for the processing of personal data, including routines for testing, analyzing and reviewing security.
	Authentication	When accessing data for service requirements, personal usernames with passwords must be used. The Processor shall have an established password policy.
	Confidentiality	The Processor shall ensure that everyone with access to personal data shall be subject to a confidentiality agreement.
	Logging and traceability	Personal data shall be subject to audit logs and other similar measures to ensure traceability in the event of, for example, changes.
	Encryption	The Processor shall use recognized encryption standards, both for the transfer, storage and other processing of personal data.

Exhibit 3

STANDARD CONTRACTUAL CLAUSES

These standard contractual clauses only apply when the Customer is located in a non-EU/EEA country not subject to an adequacy decision or self-certified under the EU-US Data Privacy Framework.

SECTION I

Clause 1

Purpose and scope

1.     The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
2.    The Parties:
   1.             the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
   2.             the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

3.     These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
4.    The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

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

Clause 3

Third-party beneficiaries

1.     Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
2. Clause 8.1 (b) and Clause 8.3(b);
3. Clause 13;
4. Clause 15.1(c), (d) and (e);
5. Clause 16(e);
6. Clause 18 

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

Clause 4

Interpretation

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

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7 – Optional

Docking clause

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

 

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

8.1   Instructions

1.                 The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller.
2.                 The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.
3.                 The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.
4.                 After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

8.2   Security of processing

1.                 The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data (7), the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

2.                 The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.
3.                 The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

8.3   Documentation and compliance

1.                 The Parties shall be able to demonstrate compliance with these Clauses.

2.                 The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

Clause 9

Use of sub-processors  -Not Applicable

Clause 10

Data subject rights

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

Clause 11

Redress

1.                 The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body (11) at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.]

Clause 12

Liability

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

2.                 Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679.
3.                 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.
4.                 The Parties agree that if one Party is held liable under paragraph (c), 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.
5.                 The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

 

 

Clause 13

Supervision - Not Applicable

 

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

Clause 14

Local laws and practices affecting compliance with the Clauses

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.

1.                 The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
   1.                   the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
   2.                 the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
   3.               any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

2.                 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.
3.                 The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
4.                 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).
5.                 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 [for Module Three:, 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 if instructed by [for Module Three: the controller or] 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.

Clause 15

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

15.1   Notification

1.                 The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
   1.                   receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
   2.                 becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
2.                 If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
3.                 Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
4.                 The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
5.                 Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2   Review of legality and data minimisation

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

 

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

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

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

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

4.                 Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
5.                 Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Norway. 

Clause 18

Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of Norway.

(7)  This includes whether the transfer and further processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences.

(12)  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.

ANNEX I

A.   LIST OF PARTIES

The Data exporter is Simli AS. The Data Importer is the Customer.  

 

B.   DESCRIPTION OF TRANSFER

The description of the transfer is mentioned in Exhibit 1 of this DPA.