Data Processing Addendum

Mintel Group Ltd. shall be referred to as “Mintel”, the licensee shall be referred to as “Customer”, “Contract” shall refer to written agreement between Mintel and Customer for the purchase of Mintel Syndicated services. This Data Processing Addendum (“DPA”) shall apply to all Personal Data being processed pursuant to the Contract.

1. Definitions:

All capitalized terms shall have the meanings given to them as defined in the Contract or their respective Applicable Data Protection Law. The definitions given in Applicable Data Protection Law shall control.

“Applicable Data Protection Law” refers to all laws and regulations applicable to each parties’ Processing of Personal Data under the Contract including, without limitation, the General Data Protection Regulation (EU 2016/679) (“GDPR”), and the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018).

“Authorised Persons” the persons or categories of persons that the Mintel authorises to give the other parties’ written personal data processing instructions as identified in Schedule 1 and from whom the Provider agrees solely to accept such instructions.

“Business Purposes” means the Services to be provided by Mintel to the Customer, as described in the Contract and any other purpose specifically identified in Schedule 1 of this DPA.

“Controller”, “Processor”, “Personal Data”, “Data Subject”, “Processing”, “Process” have the meanings given in accordance with Applicable Data Protection Law.

“Personal Data Breach” means a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.

“Shared Personal Data” means Personal Data shared between, and Independently Controlled, by the parties; provided that Shared Personal Data shall be confined to personal data processed in connection with a licensed end user, or in connection with Customer’s personnel communicating with Mintel’s personnel for the purpose of negotiating the Contract.

2. Compliance with Laws:

2.1 Customer acknowledges that Mintel is subject to Data Protection Laws, which requires Mintel to ensure that each party Processes Personal Data in a manner consistent with Mintel’s obligations under such Data Protection Laws, even where they may not apply directly to the Customer.

2.2 Each party shall comply with all the obligations imposed under Applicable Data Protection Law. Any material breach of Applicable Data Protection Law by one party shall, if not remedied within thirty (30) days of written notice from the other party, constitute non-compliance with this DPA and give grounds to the other party to terminate the Contract upon notice.

2.3 Each party shall ensure that it has a valid legal basis, under the Applicable Data Protection Law, for the Processing of Shared Personal Data.

2.4 Each party shall have valid registrations as are required by the Information Commissioner or their national Supervisory Authority which, by the time that Processing under this DPA is expected to commence and covers the intended Data Processing pursuant to this DPA, unless an exemption applies.

3. Data Processing:

3.1 The Parties acknowledge that, with regard to the Processing of Personal Data under the Contract, Mintel is a Controller and Customer is an Independent Controller, and not a Joint Controller with Mintel.

3.2 Each party shall process the Shared Personal Data Shall only as necessary to provide the services under the Contract and it must not be irrelevant or excessive with regard to the purposes as defined in the Contract. The subject matter, duration, nature and purpose of the Processing are located at Schedule 1 of this DPA. Neither party shall disclose the Shared Personal Data to anyone or allow access to it by anyone other than as contemplated under the Contract.

3.3 Each party shall ensure that any third party recipients of the Shared Personal Data are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which comply with Applicable Data Protection Law and are no less onerous than those imposed by this DPA and the Contract.

4. Confidentiality:

Each party shall ensure that any person it authorizes to process the Shared Personal Data is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.

5. Data Security:

5.1 Each party shall ensure that it has in place appropriate technical and organizational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. These measures shall ensure a level of security appropriate to the nature of the Shared Personal Data and the harm that might result from a Personal Data Breach. Each party shall make such documentation available to the other party upon request.

5.2 Each party shall each comply with its obligation to report a Personal Data Breach to the appropriate Supervisory Authority and (where applicable) Data Subjects under Applicable Data Protection Legislation and shall each inform the other party of any Personal Data Breach irrespective of whether there is a requirement to notify any Supervisory Authority or Data Subject(s).

5.3 Each party shall provide reasonable assistance to the other party, upon their request and at the cost of the other party, to assist with its compliance obligations under Applicable Data Protection Law with respect to security, Personal Data Breach notifications, and consultations with Supervisory Authorities or Regulators.

6. Cross-Border Transfers:

6.1 Subject to section 9.3, Mintel and Vendor, (as “data importer” “data exporter”) hereby enter into the Standard Contractual Clauses in respect of any Onward Transfer of Shared Personal Data from either Party to the other Party, which are incorporated into this DPA at Schedule 1.

6.2 The Standard Contractual Clauses shall come into effect under section 6.1 on the later of:
the data exporter becoming a party to them;
the data importer becoming a party to them; and
commencement of the relevant Onward Transfer of Shared Personal Data.

6.3 Section 6.1 shall not apply to an Onward Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Onward Transfer to take place without breach of Applicable Data Protection Law.

6.4 Should these Standard Contractual Clauses no longer constitute a valid and lawful mechanism for Onward Transfers of Personal Data, and no such valid and lawful mechanism for the Onward Transfer of Personal Data can be relied upon, the Parties shall cease any such impacted Onward Transfer of Personal Data, and negotiate in good faith a valid and lawful replacement transfer mechanism to regulate the Onward Transfer of Personal Data.

7. General Terms:

7.1 Each party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other (“Indemnified Party”) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Party arising out of or in connection with the breach of the Data Protection Legislation by the Indemnifying Party, its employees or agents, provided that the Indemnified Party gives to the Indemnifying Party prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim, and sole authority to manage, defend and settle it.

7.2 In the event of any conflict between this DPA and the provisions of the Contract, the terms of this DPA shall prevail.

7.3 Each party shall delete Shared Personal Data and copies thereof upon termination of the Contract unless and only provided they have a lawful basis for continued processing or if such required by law to store the Shared Personal Data.

7.4 The obligations set forth in this DPA shall survive the termination of the Contract.

SCHEDULE 1 – PERSONAL DATA INTERNATIONAL TRANSFER SUB-PROVISION (DPA CLAUSES)

CONTROLLER – CONTROLLER

EXECUTION OF THIS INTERNATIONAL TRANSFER SUB-PROVISION:

Prior to agreeing to adopt this International Transfer Sub-Provision, Customer must confirm the accuracy of the information in Schedule 1 “Schedule 1 Permitted International Transfers” and Annex B “Description of The Transfer” 6, and

A) Commence the onward transfer of Shared Personal Data, pursuant to section 6.2(c) of the DPA; OR

B) Upon completion of subsections “1” and “2” below, submit the completed and signed International Transfer Sub-Provision to Mintel via email to your account manager.

1) Confirm any intended update, amend or deletions (noting Schedule 2 is not to be amended and are non-negotiable as that they are the European Commission’s standard contractual clauses for data transfers between EU and non EU countries; and

2) Assent to the incorporation of this DPA in the Agreement.

Any modifications, alterations or amendments to the content of the SCCs (see schedule 2) will prevent a legally valid agreement and are prohibited.

ADDITIONAL Definitions FOR THE INTERNATIONAL TRANSFER SUB-PROVISION

Adequacy Decision: means any valid adequacy decision as referred to in Article 45 of the EU GDPR;

Adequacy Regulation: means any valid adequacy regulation as referred to in Article 45 of the UK GDPR;

Attached Standard Contractual Clauses: means the provisions set out in Schedule 2;

Data Protection Laws: means all relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including the following laws to the extent applicable in the circumstances:
(a) the EU GDPR;
(b) the UK GDPR;
(c) any laws from time to time to the extent giving effect to Article 71 (Protection of personal data) of the agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community;
(d) the Data Protection Act 2018;
(e) any laws which implement any such laws; and
(f) any laws which replace, extend, re-enact, consolidate or amend any of the foregoing;

EU GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679;

International Recipient: means the organisations, bodies, persons and other recipients to which Transfers of Protected Data are prohibited under clause 1.2 without the Customer’s prior written authorisation;

Lawful Safeguards: means such legally enforceable mechanism(s) for Transfers of Personal Data as may be permitted under Data Protection Laws from time to time;

Onward Transfer: means a Transfer from one International Recipient to another International Recipient, as described in Art. 44 of the UK & EU GDPR;

Personal Data: has the meaning given in Data Protection Laws;

processing: has the meaning given in applicable Data Protection Laws (and related expressions, including process, processed and processes shall be construed accordingly);

Processor: has the meaning given in Data Protection Laws;

Protected Data: means Personal Data received from or on behalf of the Customer, or otherwise obtained or accessed by the Provider in connection with the performance of the Provider’s obligations under this Agreement;

Sub-Processor: means any Processor engaged by the Provider (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data;

Transfer: bears the same meaning as the word ‘transfer’ in Article 44 of the UK GDPR and EU GDPR (and to the extent either the EU GDPR or UK GDPR may give a wider meaning to that term than the other from time to time, shall be given the widest meaning). Without prejudice to the foregoing, this term also includes directly or indirectly transferring, disclosing or permitting access to any Protected Data to any International Recipient (including all Onward Transfers). Related expressions such as Transfers and Transferring shall be construed accordingly; and

UK GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time);

1. INTERNATIONAL TRANSFERS

1.1 For the purpose of the Agreement parties mutually agree on the data categorisation of Independent Data Controllers.

1.2 The Provider shall not (and shall ensure each Sub-Processor shall not) Transfer nor permit any Transfer or Onward Transfer of any Protected Data:

1.2.1 from any country to any other country; and/or

1.2.2 to an organisation and/or its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries,

without the Customer’s prior written authorisation.

1.3 The Customer hereby authorises the Provider to Transfer Protected Data for the purposes referred to in Schedule 1 to the entities and locations set out in Schedule 1, provided all Transfers of Protected Data by the Provider to an International Recipient (including any Onward Transfer) shall:

1.3.1 to the extent required under Data Protection Laws, be effected by way of Lawful Safeguards and in accordance with Data Protection Laws and this Agreement; and

1.3.2 be made pursuant to a written contract that includes equivalent obligations on each Sub-Processor in respect of Transfers of Protected Data to International Recipients as apply to the Provider under this (clause 1).

The provisions of this Agreement shall constitute the Customer’s instructions with respect to Transfers of Protected Data for the purposes of this Agreement.

1.4 The Provider shall ensure that Lawful Safeguards employed in connection with this Agreement shall (to the extent providing Lawful Safeguards in respect of the specific Transfer of Protected Data to an International Recipient) be as follows:

1.4.1 any relevant Adequacy Decision or Adequacy Regulation (as applicable) from time to time;

1.4.2 in the absence of an appropriate Adequacy Decision or Adequacy Regulation (as applicable), as specified in Schedule 1; and/or

1.4.3 an alternative Lawful Safeguard agreed in writing between the parties, (consent of either party not to be unreasonably, withheld, conditioned or delayed).

1.5 No Transfer of Protected Data to an International Recipient may be made by the Provider (or any Sub-Processor) on the basis of Decision (EU) 2016/1250 (the invalidated EU-US Privacy Shield) or any Adequacy Decision or Adequacy Regulation based on it.

1.6 The Provider warrants and represents that it shall not permit any Transfer to which clause 1.4.2 relates where the relevant Lawful Safeguard is the Attached Standard Contractual Clauses until the Attached Standard Contractual Clauses have been duly entered into as (subject to their express terms) binding and enforceable legal obligations between the Customer and relevant ‘data importer’ as defined in the Attached Standard Contractual Clauses.

1.7 The parties agree that:

1.7.1 the Customer shall ensure that it; and
1.7.2 the Provider shall ensure that the relevant ‘data importer’ (as defined in the relevant attached Standard Contractual Clauses)

has duly executed the Attached Standard Contractual Clauses in the form attached in Schedule 2 within two (2) Business Days of the date of the Agreement. The parties shall each use all reasonable endeavours to comply with their respective obligations under this clause 1.7 as soon as possible and on request promptly confirm the fulfilment of such obligations to the other.

1.8 The provisions of Schedule 2 and the Attached Standard Contractual Clauses shall prevail over this Agreement to the extent of any conflict or inconsistency. This Agreement is not intended to amend the terms or the effects of the Attached Standard Contractual Clauses, or limit any liability under the Attached Standard Contractual Clauses, and no term of this Agreement should be read or interpreted as having that effect. The Provider shall ensure the provisions of the Attached Standard Contractual Clauses also prevail over any other arrangements with the relevant Sub-Processors to the extent of any conflict or inconsistency.

PERMITTED INTERNATIONAL TRANSFERS

The following personal data transfers are permitted for the purpose outlined below:

For Mintel/ the Provider to enable the Customer to use its services and products details it may receive
(from the Customer and its employees or staff):

Mintel’s data schedule:
1a) First Name of person using Mintel system
1b) Surname of person using Mintel system
1c) Business Email address and telephone number (*this may be a personal number in Covid times) of the person using Mintel system
1d) IP address of person using Mintel system
1e) Usernames and passwords of person using Mintel system
1f) Location of person using Mintel system
1g) For Mintel events (if applicable) e.g. training events and event/ industry specific newsletters; attendance metrics
1h) Marketing and contact preferences
1i) Job Title of person using Mintel system
1j) Company name attached to the person using Mintel system
1k) Browsing history and cookies/session tokens
1l) Audit logging
1m) First and Last logon- on Mintel system
1n) Data related to video conferencing, including biometric, voice and video data.

Mintel’s data schedule will be processed within the United Kingdom and the EU and the mechanism (Lawful Safeguard) in place to allow the transfer is set out in ‘the relevant Attached Standard Contractual Clauses on the terms set out in Schedule 2.

The Customer may receive the below Personal Information from Mintel to assist the Customer in using and utilizing Mintel’s products and services and may include:

Customer’s data schedule:
1a) First Name of person at Mintel
1b) Surname of person at Mintel
1c) Business Email address and telephone number ((*this may be personal in Covid times) of person at Mintel
1d) Location of person at Mintel
1e) Job Title
1f) Company name
1g) Data related to video conferencing, including biometric, voice and video data.

Purposes for processing data include:

Advertising, marketing and public relations of the data exporter’s own business or activity, goods or services.

Accounts and records, including

  • keeping accounts relating to the data exporter’s business or activity;
  • deciding whether to accept any person or organisation as a customer;
  • keeping records of purchases, sales or other transactions, including payments, deliveries or services provided by the data exporter or to the data exporter;
  • keeping customer records
  • records for making financial or management forecasts; and
  • other general record keeping and information management.
  • Accounting and auditing services

    Administration of membership

    Consultancy services, including giving advice and the provision of services of a consultancy

    Data analytics, including profiling.

    Information and databank administration, including the maintenance of information or databanks as a reference tool or general resource. This includes catalogues, lists, directories and bibliographic databases.

    IT, digital, technology or telecom services, including use or provision of technology products or services, telecoms and network services, digital services, hosting, cloud and support services or software.

    Legal services, including advising and acting on behalf of Customers.

    Purposes for the transfer of Personal Data are necessary for the parties to perform the legal Agreement. In addition, where required the Provider will seek to obtain explicit consent from the data subject.

    STANDARD CONTRACTUAL CLAUSES

    Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

    Data transfer agreement

    between

    Mintel Group Limited (“Mintel”) (name of the data exporting organisation)
    whose registered office is Mintel House, 4 Playhouse Yard, London, England, EC4V 5EX
    hereinafter ‘data exporter’

    and

    Customer as set forth in the Agreement into which these clauses are incorporated. hereinafter ‘data importer’

    each a ‘party’; together ‘the parties’.

    DEFINITIONS

    For the purposes of the clauses:

    (a) ‘personal data’, ‘special categories of data/sensitive data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority/authority’ shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby the authority shall mean the competent data protection authority in the territory in which the data exporter is established);
    (b) ‘the data exporter’ shall mean the controller who transfers the personal data;
    (c) ‘the data importer’ shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
    (d) ‘clauses’ shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

    The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

    OBLIGATIONS OF THE DATA EXPORTER

    The data exporter warrants and undertakes that:

    (a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

    (b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

    (c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

    (d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

    (e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

    OBLIGATIONS OF THE DATA IMPORTER

    The data importer warrants and undertakes that:

    (a) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

    (b) It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

    (c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

    (d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in, these clauses.

    (e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will co-operate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).

    (f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).

    (g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

    (h) It will process the personal data, at its option, in accordance with:

    (i) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, the data protection laws of the country in which the data exporter is established, or

    (ii) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, the relevant provisions¹ of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data², or

    (iii) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, the data processing principles set forth in Annex A.
    Data importer to indicate which option it selects: iii
    Initials of data importer: C (Customer);

    (i) It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and:

    (i) the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

    (ii) the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

    (iii) data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

    (iv) with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer.

    LIABILITY AND THIRD PARTY RIGHTS

    (a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (ie, damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third-party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

    (b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

    LAW APPLICABLE TO THE CLAUSES

    These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

    RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE AUTHORITY

    (a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

    (b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

    (c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

    TERMINATION

    (a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

    (b) In the event that:

    (i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);

    (ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

    (iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

    (iv) a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or

    (v) a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

    then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

    (c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

    (d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

    VARIATION OF THESE CLAUSES

    The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

    DESCRIPTION OF THE TRANSFER

    The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

    ANNEX A

    DATA PROCESSING PRINCIPLES

    1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

    2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

    3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

    4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

    5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedom of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

    6. Sensitive data: The data importer shall take such additional measures (eg relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

    7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to ‘opt-out’ from having his data used for such purposes.

    8. Automated decisions: For purposes hereof ‘automated decision’ shall mean a decision by the data explorer or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, expect when:

    (a)

    (i) such decisions are made by the data importer in entering into a performing a contract with the data subject, and
    (ii) the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

    or

    (b) where otherwise provided by the law of the data exporter.

    ANNEX B

    DESCRIPTION OF THE TRANSFER

    (To be completed by the parties)
    Data subjects
    The personal data transferred concern the following categories of data subjects: Individuals being the parties employees, suppliers/provider and customers/Customer.

    Purposes of the Transfer(s)
    The transfer is made for the following primary purposes:
    Purposes for the transfer of Personal Data are necessary for parties to perform the legal Agreement. In addition, where required the Provider will seek to obtain explicit consent from the data subject.

  • Sending and/or managing marketing communications to consumers
  • Personalizing marketing communications
  • Performing data analytics
  • Addressing consumers’ questions or complaints
  • Complying with legal obligations
  • Allowing users to participate in events and event organisation
  • Feedback to Customer on employees uptake/usage if requested
  • Keeping of legal records
  • Claims and contracts Management
  • IT and HR Help Desk
  • Problem Management
  • IT system administration and maintenance
  • Categories of data
    The personal data transferred concern the following categories of data:

  • Employee Data
  • Location/Tracking Data
  • Personal Information including standard contact information such as name, title, email address, physical address, phone number, etc.
  • Professional Contact & Profile
  • User Account Info
  • User-Generated Information
  • The business contact information of personnel engaged by either party to this Agreement, specifically the name, business telephone number, business email address, business postal address, and/or the job title of such personnel.

    Information about an individual’s computer and, or other device, including (for example) IP address, MAC address, unique device identifiers, unique identifies set in cookies, and any information passively captured about a person’s online activities, browsing, application or hotspot usage or device location.

    Recipients
    The personal data transferred may be disclosed only to following recipients or categories of recipients:
    Provider and Customer as set forth in the Agreement into which these clauses are incorporated.

    Sensitive data (if appropriate)
    The personal data transferred concern the following categories of sensitive data: None under the Agreement. Unless provided voluntary by the Customer or Provider (this will not be requested by the Provider).

    Data protection registration information of data exporter (where applicable):
    Mintel’s details, Mintel Group Ltd (Registered as a Tier 3 data controller with registration number Z8959675.

    Additional useful information (storage limits and other relevant information):

    Appendix 2………….Mintel Security Statement

    Contact points for data protection enquiries

    Data Importer Data Exporter
    Customer details as set forth in the Agreement into which these clauses are incorporated and on their Website. Peter Dowdall
    Customer details as set forth in the Agreement into which these clauses are incorporated and on their Website. E-mail: pdowdall@mintel.com and datalegal-ug@mintel.com
    Customer details as set forth in the Agreement into which these clauses are incorporated and on their Website. Contact Number: +44 20 3416 4231
    Appendix 2

    Mintel Security Statement
    This Appendix forms part of the Standard Contractual Clauses.

    Description of the Technical and Organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c)(or document/legislation attached): Mintel and Customer hereby adopts the Mintel Security measures located at https://sites.google.com/mintel.com/informationsecurity/home/ alternatively Customer may attach and adopt its preferred security measures as an addendum to this DPA.

    This statement was reviewed in: October 2021.