Farming Software
DATA PROCESSING ADDENDUM

Last Updated: March, 2024

1. Introduction

This Data Processing Addendum (“DPA”) is incorporated into, and is subject to the Terms between Login Establishment, Kirchstrasse 1, 9490 Vaduz, Liechtenstein (“Company”, “us”, “we”, or “our”) and the person or entity that is accessing or using the Farming Software as Customer (“Customer”, “you”, or “your”).

Company and Customer may each be referred to as a “Party” or collectively as the “Parties”.

Parties have concluded a binding agreement under the Terms, on the basis of which Company provides the Farming Software and related services, as defined in the Terms, for the Customer. For the avoidance of doubt, all references to the “Terms” shall include this DPA (including the SCCs (where applicable), as defined herein).

The Parties also acknowledge and agree that, unless a separate data processing agreement exists, this DPA governs the processing of Personal Data and related rights and obligations of the Parties regarding the processing of Personal Data by Company on behalf of the Customer in connection with the Customer’s use of the Farming Software.

The Parties undertake to fully comply with the provisions of the GDPR and the applicable law governing the protection of personal data when implementing the provisions of this DPA.

2. Definitions

All capitalized terms in this DPA shall have the same meaning as defined in the Terms or in 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 (“GDPR”).

3. Roles

For the purposes of this DPA, the Parties agree that Customer acts as the Controller of Personal Data, and Company acts as the Processor of such data. This DPA pertains to the processing of certain Personal Data of individuals as (end)users of our Farming Software, within the scope of the GDPR, by Company on behalf of Customer. This DPA does not apply in cases where Company acts as a Controller of Personal Data (in which case the Privacy Policy is relevant). Customer shall establish and have any and all required legal basis in order to collect, process and transfer to Company the Personal Data, and to authorize the processing by Company, and for Company’s Processing activities on Customer’s behalf.

4. Instructions

Company will process Personal Data defined in Section 5 only on documented instructions from Customer including with regard to transfers of such Personal Data to a third country or an international organisation, unless required to do so by applicable law to which Company is subject; in such a case, Company shall inform Customer of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Customer’s instructions must comply with the GDPR and this DPA, and Company may reject instructions that don’t. The Terms, including this DPA, and Customer’s settings in the Farming Software, are Customer’s (final) instructions to Company regarding Personal Data processing. Any processing beyond this scope requires prior agreement between the Parties.

5. Processing Details

Categories of Data Subjects whose Personal Data is processed. The categories of data subjects include individual end-users of Farming Software who are Customer’s employees, temporary workers, contractors, agents, customers, partners and other individuals who are authorized by Customer to use the Farming Software.
Categories of Personal Data processed. (i) Personal Data that Customer submits to the Farming Software, the extent of which is determined and controlled by Customer; and (ii) Personal Data expressly identified in Article 4 GDPR that may be generated, derived, collected by Company, including data sent to Company as a result of Customer’s use of Farming Software and related services (e.g. support requests). Such Personal Data may include, for example:

Contact data such as name and e-mail address, title, role in the company;
Information about actions and activities initiated through the Farming Software; and
GPS location information for the time an individual performs an activity / operation in the mobile application that requires this functionality.

Sensitive data processed (if applicable): Company does not want to, nor does it intentionally, collect or process any Sensitive Data in connection with the provision of the Farming Software and related services.
Subject matter and nature of the processing. Company operates Farming Software, the software application encompassing tools designed for the management of farming activities, as more particularly described in the Terms. The subject matter of the data processing under this DPA is the Personal Data of Data Subjects that Company processes on behalf of Customer via the Farming Software, as more particularly described in this DPA. Personal Data will be processed in accordance with the Terms (including this DPA) and may be subject to the following processing activities:

Storage and other processing necessary to provide, maintain, secure and improve the Farming Software and related services provided to Customer pursuant to the Terms; and/or
Disclosures in accordance with the Terms and/or as compelled by applicable law.

Purpose of the processing. Company shall only process above-defined Personal Data for the following purposes: (i) processing as necessary to provide, maintain, secure and improve the Farming Software and related services in accordance with the Terms; (ii) processing initiated by Customer in its use of the Farming Software; and (iii) processing to comply with any other reasonable instructions provided by Customer (e.g., via email or support requests) that are consistent with the Terms.
Frequency of processing. Continuous and as determined by Customer.
Duration of the processing. Please see Section 12 (Term) of this DPA.

6. Sub-processing

Customer agrees that Company may engage (sub)processors to process Personal Data defined in Section 5 on Customer’s behalf. The third-party sub-processors currently engaged by Company and authorized by Customer are:

Google (USA or Europe, as the case may be)*	Cloud computing services
Mixpanel, Inc., EU Residency Server	Analytics
Functional Software, Inc. d/b/a Sentry, USA*	Error and performance monitoring

* Covered under EU-U.S. Data Privacy Framework

In addition, Customer acknowledges and agreed that Company may engage its Affiliate LOGIN EKO DOO Zrenjanin (Aradac), Serbia, to perform limited activities in connection with the Farming Software such as Customer’s or its users’ initiated technical support, maintenance services and other software development services needed for the normal functioning of the Farming Software. In the course of performing such activities, this Affiliate (as sub-processor) may require limited, authorized access to Personal Data.

Where Company engages (sub)processor for carrying out specific processing activities on behalf of Customer, Company shall: (i) enter into a written agreement with each (sub)processor containing data protection obligations that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the service provided by such (sub)processor; and (ii) remain fully liable to Customer for the performance of that other (sub)processor’s obligations (Article 28(4) GDPR).

At Customer’s request, Company shall provide a copy of such a sub-processor agreement and any subsequent amendments to Customer. To the extent necessary to protect business secret or other confidential information, including personal data, Company may redact the text of the agreement prior to sharing the copy.

Company may engage new (sub)processors or replace existing ones, providing written notification to Customer with necessary details. Customer has ten (10) business days to object; otherwise, silence is deemed acceptance. If Customer objects to a new (sub)processor, and the objection is not unreasonable, Company will make reasonable efforts to avoid its use for the Customer. Should this not be possible, Customer may terminate the use of the Farming Software by providing written notice of termination.

7. Security and Personal Data breach

Company shall maintain the technical and organisational measures specified in Schedule 1 to ensure the security of the Personal Data and may implement alternative adequate measures from time to time, provided such measures will not materially reduce Company’s security level. In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.

Company shall grant access to the Personal Data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. Company shall ensure that persons authorised to process the Personal Data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

If Company becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data while processed by Company, Company will without undue delay: (a) notify Customer of such incident; (b) investigate incident and provide Customer with detailed information; and (c) take reasonable steps to mitigate the effects and to minimize any damage resulting from the incident.

In the event of breach of Personal Data processed by Customer, Company shall cooperate with and assist Customer for Customer to comply with its obligations under Articles 33 and 34 GDPR, taking into account the nature of processing and the information available to Company.

Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Farming Software, including securing its account authentication credentials, protecting the security of Personal Data when in transit to and from the Farming Software, and taking any appropriate steps to securely encrypt or backup any Personal Data uploaded to the Farming Software.

8. International Data Transfers

If Personal Data under this DPA that is protected under GDPR is transferred from the EU and the EEA to a country that is not recognized as providing an adequate level of protection for Personal Data (as described in GDPR), the transfer mechanisms described below shall apply to such transfers:

To the extent that Customer is situated in a country outside the EU and EEA that is not recognized as providing an adequate level of protection for Personal Data (as described in the GDPR), and Customer’s processing of Personal Data is not protected under the GDPR, the SCCs (Module 4: Processor-to-Controller) set forth in Schedule 2 will apply with respect to such Personal Data transfers between Company (as data exporter) and Customer (as data importer).
With regard to the Company’s engagement of (sub)processors (incl. its Affiliate in Serbia) that are located or may process Personal Data (as listed in Section 5 of this DPA) in countries outside the EU and EEA or any country not providing an adequate level of protection for Personal Data (as defined in the GDPR), Company will implement necessary measures for such transfer set forth in the GDPR, such as binding corporate rules or standard contractual clauses as approved by the European Commission for the transfer of Personal Data to such third countries. Customer hereby authorises and consents to the transfer subject to such implemented measures by Company.

9. Data deletion

At the end of the provision of services relating to processing Company shall, at the choice of Customer, delete or return Personal Data available to Company back to Customer, and delete existing copies except that this requirement shall not apply to the extent Company is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back- up systems, which Personal Data Company shall securely isolate, protect from any further processing and eventually delete in accordance with Company’s deletion policies.

10. Data subjects requests

Company will make available to Customer, in a manner consistent with the functionality of the Farming Software and Company’s role as a Processor, the ability to fulfil Data Subjects’ requests to exercise their rights under the GDPR. If Company receives a request from Customer’s Data Subject to exercise one or more of its rights under the GDPR in connection with the Farming Software for which Company is data Processor, Company will redirect the Data Subject to make its request directly to Customer. Customer will be responsible for responding to any such request and Company shall apply reasonable efforts to assist with Customer’s response to such Data Subject request.

Company shall furthermore assist in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to Company.

11. Audits

Company shall make available to Customer all information reasonably necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections by Customer in order to assess compliance with this DPA. To the extent that Standard Contractual Clauses apply and the Customer reasonably argues and establishes that the provided documentation and/or other third party audit reports are not sufficient to demonstrate compliance with the obligations laid down in this DPA, Customer may execute an audit as outlined in the Standard Contractual Clauses accordingly, provided that in such an event and to the maximum extent allowed under the applicable law, the Parties agree that: (a) Customer is responsible for all costs and fees relating to such audit; (b) a third party auditor must be mutually agreed upon between the Parties to follow industry standard and appropriate audit procedures; (c) such audit must not unreasonably interfere with Company’s business activities, must be reasonable in time and scope, and must not cause Company to breach its confidentiality obligations to other customers; and (d) Customer keeps all results of the audit confidential.

12. Term

This DPA shall remain in effect for as long as Company carries out processing operations on behalf of Customer or until termination of the agreement between Customer and Company under the Terms (and all Personal Data has been returned or deleted in accordance with Section 9 above).

In the event of any conflict or inconsistency between this DPA and the Terms, the provisions of the following documents (in order of precedence) shall prevail: (i) SCCs; then (ii) this DPA; and then (iii) the Terms.

13. Limitations of Liability

Each Party’s and its Affiliates’ liability arising out of or related to this DPA (including the SCCs) shall be subject to the exclusions and limitations of liability set forth in the Terms.

Any claims made against Company or its Affiliates under or in connection with this DPA (including, where applicable, the SCCs) shall be brought solely by the Customer entity that is a party to the Terms.

Schedule 1: Technical and Organisational Measures

Below is an overview of the technical and organisational measures to protect the Personal data (as listed in Section 5 above) implemented by Company in accordance with Article 32 GDPR:

Description of the technical and organisational security measures implemented by the processor(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, as well as the risks for the rights and freedoms of natural persons. Examples of possible measures:

General Security: Implementing technical and organizational measures to protect Personal Data from various risks.
Confidentiality: Ensuring that individuals processing Personal Data are bound by confidentiality obligations.
Risk Assessment: Regularly evaluating and mitigating risks associated with data processing.
Access Control: Implementing access control to limit access, i.e. who can access certain personal data and who can not.
Data Transfer: Securely managing data transfers and processing within and outside the EU.
Incident Response: Having a plan to address and report data breaches or security incidents promptly.
Data Protection Impact Assessment: Conducting assessments for high-risk processing activities and consulting with authorities, if / when necessary.
Subprocessor Engagement: Ensuring that any (sub)processors adhere to strict data protection standards.
Audit and Compliance: Permitting audits to verify compliance with security measures and GDPR.
Data Minimization: Processing only the necessary amount of Personal Data for the intended purpose, minimising Personal Data collection to minimal set.
Measures of encryption of personal data: Protecting Personal Data from unauthorised access and abuse by using encryption of Personal Data, while in transit for some as well while at rest.
Secure development: Practising secure development approaches, by constantly improving and patching any known vulnerabilities.
Back-ups: daily data backups and holding backups as appropriate.

Schedule 2: Below SCCs Module 4: Processor-to-Controller) are applicable if you (Customer) are situated in a country outside the EU and EEA that is not recognized as providing an adequate level of protection for Personal Data (as described in the GDPR), and your processing of Personal Data is not protected under the GDPR.

EU STANDARD CONTRACTUAL CLAUSES

(Module 4: Processor-to-Controller)

Capitalized terms used but not defined in these Clauses (including the Annexes) have the meanings given to them in the DPA into which these Clauses are incorporated.

SECTION I

Clause 1 (Purpose and scope)

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of the GDPR for the transfer of personal data to a third country.

(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”)

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

(d) Annexes form an integral part of these Clauses.

Clause 2 (Effect and invariability of the Clauses)

(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 the GDPR and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of the GDPR, 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.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of the GDPR.

Clause 3 (Third-party beneficiaries)

(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) and Clause 8.3(b);

(iii) Clause 9 – not applicable

(iv) Clause 12 – not applicable.

(v) Clause 13 – not applicable.

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18.

(b) Paragraph (a) is without prejudice to rights of data subjects under the GDPR.

Clause 4 (Interpretation)

(a) Where these Clauses use terms that are defined in the GDPR, those terms shall have the same meaning as in the GDPR.

(b) These Clauses shall be read and interpreted in the light of the provisions of the GDPR.

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 – Not used

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

(a) The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller. The Terms, including DPA, and Customer’s settings in the Farming Software, are Customer’s (final) instructions to Company regarding Personal Data processing. Any processing beyond this scope requires prior agreement between the Parties.

(b) The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe the GDPR or other Union or Member State data protection law.

(c) The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under the GDPR, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.

(d) 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 (only if explicitly requested by Customer) that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies, subject to Section 9 of the DPA.

8.2 Security of processing

(a) 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, 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.

(b) The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). Personal data breaches will be handled according to Section 7 of the DPA.

(c) 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

(a) The Parties shall be able to demonstrate compliance with these Clauses.

(b) 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, in accordance with Section 11 of the DPA.

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 the GDPR. Company’s obligations in this regard are fully covered under Section 10 of the DPA.

Clause 11 (Redress)

(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.

Clause 12 (Liability)

(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.

(b) 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 the GDPR provided, however, that Company’s liability thereunder shall be limited to any damage caused by its processing where Company has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or breached Customer’s instructions, as specified in Article 82 GDPR.

(c) 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.

(d) 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.

(e) 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)

(where the EU where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

(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 the GDPR, are not in contradiction with these Clauses.

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

(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;

(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;

(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.

(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.

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

(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).

(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. 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 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.

2 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.

Clause 15 (Obligations of the data importer in case of access by public authorities)

(where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

15.1 Notification

(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.

(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.

(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.).

(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.

(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.

15.2 Review of legality and data minimisation

(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).

(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. It shall also make it available to the competent supervisory authority on request.

(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

Clause 16 (Non-compliance with the Clauses and termination)

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

(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).

(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.

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.

(d) 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.

(e) 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 GDPR that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) GDPR 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 GDPR.

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 Slovenia.

Clause 18 (Choice of forum and jurisdiction)

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

ANNEX I to SCCs Module 4: Processor-to-Controller

A. LIST OF PARTIES

Data exporter:

Name: Company

Address: As specified in the DPA

Contact person’s name, position and contact details: As specified in the DPA

Activities relevant to the data transferred under these Clauses: Processing as necessary to provide the Farming Software and related services to data importer in accordance with the Terms; see also Section 5 of the DPA.

Signature and date: Parties agree that execution of the Terms by the data importer and the data exporter shall constitute execution of these Clauses by both Parties.

Role: Processor

Data importer(s):

Name: Customer