DATA PROCESSING ADDENDUM

This Data Processing Addendum (the “DPA”) is entered into by and between:

(1) Client: the applicable Client contracting entity expressly identified in the applicable Delivery Order (or other order form or document issued pursuant thereto and accepted by Client) for the provision of the Board services (“Delivery Order”) acting as Data Controller (“Client” or “Controller”); and

(2) Ideals: the applicable Ideals contracting entity expressly identified in the applicable Delivery Order acting as Data Processor (“Ideals” or “Processor”).

Incorporation and precedence

This DPA supplements and forms an integral part of the Ideals Board Terms of Service (“Terms of Service”) located at https://idealsboard.com/ideals-board-terms-of-service/. This DPA applies where and to the extent Ideals processes Personal Data on behalf of Client as a Processor in connection with the Services. By executing the Delivery Order referencing the Terms of Service, or by accessing or using the Services, Client agrees to be bound by this DPA on behalf of itself and its Users.

The “Ideals Board Agreement” means the Terms of Service together with any applicable Delivery Order. Collectively, the Ideals Board Agreement and this DPA are referred to herein as the “Agreement”.

In the event of any conflict or inconsistency between any of the terms of the Agreement, only to the extent of the conflict with respect to data protection and processing obligations, the provisions of the following documents (in order of precedence) shall prevail: (a) this DPA; and (b) the Ideals Board Agreement. Except as specifically amended in this DPA, the Ideals Board Agreement remains unchanged and in full force and effect.

1. DEFINITIONS

“Client Personal Data” means Personal Data (i) that Client uploads to, stores in, or otherwise makes available through Ideals Board (hereinafter the “Ideals Board”) and (ii) that is otherwise processed by Ideals on behalf of Client in connection with providing the Services under the Ideals Board Agreement.

“Data Controller” means Client.

“Data Processor” means Ideals.

“Data Protection Requirements” means, as applicable, the EU GDPR and local implementing laws; the UK GDPR and the UK Data Protection Act 2018; the Swiss Federal Act on Data Protection (FADP, including the revised FADP); Brazil’s Lei Geral de Proteção de Dados (LGPD); India’s Digital Personal Data Protection Act (DPDP Act) and implementing rules (when in force, to the extent applicable); U.S. State Privacy Laws governing processor/service provider contracts (including the CCPA/CPRA and materially similar state laws); and any other applicable privacy/data protection laws and binding guidance/decisions of competent authorities.

“Data Protection Officer (DPO)” means Ideals’ appointed data protection officer, reachable at privacy@idealscorp.com.

“EU Personal Data” means Personal Data regulated by the EU GDPR.

“U.S. State Privacy Laws” means, as applicable, the California CCPA/CPRA and materially similar U.S. state privacy laws (e.g., CPA, VCDPA, CTDPA, UCPA) to the extent they apply to the Services.

“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual, including data that Client chooses to upload to, store in, or otherwise process through Ideals Board; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.

“Applicable Transfer Mechanisms” means, as applicable: (i) the EU Standard Contractual Clauses adopted by Commission Decision (EU) 2021/914 (Module 2 – Controller to Processor); (ii) the UK International Data Transfer Addendum (or IDTA, as applicable); (iii) the Swiss FDPIC Addendum; and (iv) where applicable, the EU–U.S. Data Privacy Framework, the UK Extension to the EU–U.S. Data Privacy Framework, and the Swiss–U.S. Data Privacy Framework, provided that the relevant data importer maintains a valid certification.

“Data Privacy Frameworks” means the EU–U.S. Data Privacy Framework (DPF) and, as applicable, the UK Extension to the EU–U.S. DPF and the Swiss–U.S. DPF, as administered by the U.S. Department of Commerce.

“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Client Personal Data.

“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Sub-processor” means any entity which provides processing services to Ideals in furtherance of Ideals’ processing on behalf of Client.

“Supervisory Authority” means any competent EU supervisory authority, the UK ICO, the Swiss FDPIC, Brazil’s ANPD, or other competent authority as applicable.

2. NATURE, SCOPE AND PURPOSE OF DATA PROCESSING

Ideals shall process Client Personal Data only on documented instructions from Client and only for the purposes set forth in the Agreement, including Personal Data relating to individuals included in board materials, documents, attachments, meeting records, and other content uploaded to, stored in, or otherwise processed through Ideals Board.

In addition, Ideals shall inform Client if it considers that an instruction received from Client infringes the Data Protection Requirements, thereby enabling Client to review and, if necessary, amend such instruction.

3. COMPLIANCE WITH LAWS

The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.

4. CLIENT OBLIGATIONS

Client agrees to:

4.1 Provide instructions to Ideals and determine the purposes and general means of Ideals’ processing of Client Personal Data in accordance with the Agreement; and

4.2 Comply with its protection, security, and other obligations with respect to Client Personal Data prescribed by Data Protection Requirements for data controllers by:

A. establishing and maintaining a procedure for the exercise of the rights of the individuals whose Client Personal Data are processed on behalf of Client;

B. uploading, storing, and processing only data that Client is authorised to upload to, store in, or otherwise process through Ideals Board; and

C. ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Client Personal Data on its behalf.

5. IDEALS’ OBLIGATIONS

5.1 Processing Requirements. Ideals will:

A. Process Client Personal Data (i) only for the purpose of providing, supporting and improving Ideals’ services (including providing insights and other reporting), using appropriate technical and organisational security measures listed in this DPA and Annex II hereto; and (ii) in compliance with the instructions received from Client. Ideals will not use or process the Client Personal Data for any other purpose. Any activities relating to the improvement of services, the generation of insights, or other reporting will be carried out exclusively on anonymised data that no longer qualifies as Personal Data under the GDPR, UK GDPR, or FADP (and equivalent concepts under other applicable laws).

B. Take commercially reasonable steps to ensure that persons engaged to perform on Ideals’ behalf comply with the terms of the Agreement and are required to comply with and acknowledge and respect the confidentiality of the Client Personal Data;

C. If it intends to engage Sub-processors to help it satisfy its obligations in accordance with the Agreement or to delegate all or part of the processing activities to such Sub-processors, remain liable to Client for the Sub-processors’ acts and omissions with regard to data protection where such Sub-processors act on Ideals’ instructions;

D. Upon written request, provide Client with a summary of Ideals’ privacy and security policies;

E. If Ideals is collecting Personal Data from individuals as an independent controller (e.g., account administration, billing, security, compliance, fraud prevention, and/or other business operations not performed on Client’s behalf), Ideals shall be a Data Controller (or equivalent role) for that processing and this DPA shall not apply to such processing;

F. DPO. Ideals maintains an appointed Data Protection Officer and will provide contact details to Client and competent authorities upon request.

5.2 Assistance to Client. Ideals will provide reasonable assistance to Client regarding:

A. Any requests from Client data subjects in respect of access to, rectification, erasure, restriction, portability, blocking or deletion of Client Personal Data that Ideals processes for Client. If a data subject sends such a request directly to Ideals, Ideals will promptly send such request to Client;

B. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Client’s data subjects regarding such Personal Data Breaches; and Ideals shall, in all cases, notify Client of any Personal Data Breach without undue delay after becoming aware of it, providing sufficient information and assistance to enable Client to meet its own legal obligations.

C. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

5.3 Required Processing.

If Ideals is required by Data Protection Requirements or other applicable law to process any Client Personal Data for a reason other than providing the services described in the Agreement, Ideals will inform Client of this requirement in advance of any processing, unless Ideals is legally prohibited from informing Client of such processing (e.g., as a result of secrecy requirements under applicable law).

6. SECURITY

6.1 Ideals has implemented reasonable administrative, technical and physical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, and encryption of Client Personal Data while in transit and at rest) to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of Client Personal Data;

6.2 Ideals is responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Ideals personnel concerning Client Personal Data and liable for any failure by such Ideals personnel to meet the terms of this DPA;

6.3 Ideals took reasonable steps to confirm that all Ideals personnel are protecting the security, privacy, and confidentiality of Client Personal Data consistent with the requirements of this DPA; and

6.4 The list of technical and organisational measures implemented by Ideals is listed in this DPA and Annex II hereto.

6.5 Ideals declares that persons authorised by Ideals to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7. AUDIT

7.1 Client Audit and Assurance. No more than once in any 12-month period (or for cause following a verified Personal Data Breach), Client may audit Ideals’ compliance with this DPA. Ideals will first make available its then-current third-party assurance reports (e.g., ISO/IEC 27001 certificate, SOC 2 Type II), penetration test summaries, and related documentation. If such materials do not reasonably demonstrate compliance, Client may conduct a targeted audit under NDA, on 30 days’ prior written notice, during normal business hours, without access to other clients’ data or Ideals’ proprietary test tooling.

7.2 Regulator Audits. Ideals will cooperate with audits or inquiries by competent Supervisory Authorities.

7.3 Costs. Client will reimburse Ideals’ reasonable, out-of-pocket costs directly attributable to a Client-initiated on-site audit.

8. DATA TRANSFERS

8.1 The Parties will rely on Applicable Transfer Mechanisms for any transfer of Client Personal Data to a country that does not ensure an adequate level of protection. Where Ideals maintains a valid Data Privacy Framework certification, the Parties agree that the Data Privacy Framework shall serve as the lawful transfer mechanism for the relevant personal data. If, at any time, Ideals’ certification lapses, is withdrawn, or the relevant Framework is invalidated or otherwise unavailable, the SCCs/UK Addendum/Swiss Addendum incorporated into this DPA shall automatically apply as the fallback without further action by the Parties.

8.2 EU/EEA Transfers (EU SCCs). For transfers of EU Personal Data to Ideals for processing by Ideals in a jurisdiction other than a jurisdiction in the EU/EEA or an adequacy country, the Parties incorporate by reference the EU SCCs (Controller-to-Processor, Module 2) adopted by Decision (EU) 2021/914, completed using Annex I–III of this DPA. The EU SCCs text is attached as Schedule I (or incorporated by reference if attached to the Agreement bundle).

8.3 UK Transfers (UK Addendum / IDTA). For restricted transfers under the UK GDPR, the Parties incorporate by reference the UK International Data Transfer Addendum to the EU SCCs (or the IDTA if agreed in the ordering document), completed using the tables in Schedule II.

8.4 Swiss Transfers (Swiss Addendum). For transfers subject to the Swiss FADP to a non-adequate jurisdiction, the Parties incorporate by reference the Swiss FDPIC Addendum, set out in Schedule III, completed using the relevant annexes of this DPA.

8.5 Supplementary Measures. Ideals implements and will maintain appropriate technical and organisational measures (including strong encryption in transit and at rest, access controls, and strict access logging) to address the requirements of applicable transfer impact assessments.

8.6 Client-Initiated Support Access as Instruction. Where Client enables Support Access or requests it in writing/ticket, such action constitutes documented instructions for (i) the limited remote access by Ideals’ support personnel and (ii) any cross-border transfer inherently necessary to render that support. Scope and duration are restricted to the specific ticket/session and are recorded in audit logs.

9. DATA RETURN AND DELETION

Upon Client’s reasonable written request at privacy@idealscorp.com (or as defined in the Ideals Board Agreement), Ideals shall, at the choice of Client, return all Client Personal Data and copies of such data to Client or securely destroy them and, upon request, certify completion, unless Data Protection Requirements prevent Ideals from returning or destroying all or part of the Client Personal Data. Where retention is required by law, Ideals will restrict processing to the minimum required purpose and duration.

10. THIRD PARTY DATA PROCESSORS

10.1 Client acknowledges that in the provision of the Services, Ideals may transfer Client Personal Data to and otherwise interact with Sub-processors.

10.2 The list of Sub-processors is provided in Annex III to this DPA.

11. GOVERNING LAW, JURISDICTION, AND VENUE

This DPA shall be governed by, and construed in accordance with, the governing law and dispute resolution provisions set out in the Ideals Board Agreement, except that:

(a) this Section does not modify Clause 17/18 (governing law/forum) selections under the EU SCCs; and

(b) for UK transfers, the UK Addendum/IDTA governs as applicable; and

(c) for Swiss transfers, the Swiss Addendum governs as applicable.

12. TERM

This DPA shall remain in effect as long as the Ideals Board Agreement remains valid.

SCHEDULE 0

A. Applicable supervisory authority references (informational)

EU/EEA: competent supervisory authority per GDPR (Client establishment / main establishment).

UK: ICO (where UK GDPR applies).

Switzerland: FDPIC (where Swiss FADP applies).

Brazil: ANPD (where LGPD applies).

California: CPPA (where the Californian CCPA/CPRA applies).

India: applicable authority/body (as per law in force).

This Schedule is provided for informational purposes only and does not amend or replace the competent supervisory authority identified under the EU SCCs. For EU SCC purposes (Clause 13), the competent supervisory authority is determined exclusively under GDPR and identified in Annex I(C).

SCHEDULE I

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

(a) 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.

(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’).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) 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

(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 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 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 adding 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 Regulation (EU) 2016/679 (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 – Clause 8.1(b), 8.9(a), (c), (d) and (e); 

(iii) Clause 9 – Clause 9(a), (c), (d) and (e); 

(iv) Clause 12 –Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e);

(viii) Clause 18 – Clause 18(a) and (b); 

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

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with the 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

Docking clause

(a) 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.

(b) 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.

(c) 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

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2   Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3   Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4   Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5   Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. 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 personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular, the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6   Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). 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 purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular, to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7   Sensitive data

Where the transfer 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 and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8   Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) The onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

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

8.9   Documentation and Compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of Sub-processors

(a) GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

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.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

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) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) 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 and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) 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.

(f) The Parties agree that if one Party is held liable under paragraph (e), 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.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

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

Clause 14

Local laws and practices affecting compliance with the Clauses

(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 Regulation (EU) 2016/679, 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.

Clause 15

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

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 that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. 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 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 the state in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of the EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Malta. 

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Malta.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

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

SCHEDULE II

UK INTERNATIONAL DATA TRANSFER ADDENDUM TO THE EU STANDARD CONTRACTUAL CLAUSES

This UK Addendum (“Addendum”) forms part of the Standard Contractual Clauses (“SCCs”) attached as Schedule I to the Data Processing Addendum (“DPA”).

This Addendum is intended to apply to the transfer of Personal Data from the United Kingdom to a country outside the UK that is not subject to an adequacy decision by the UK government.

Part 1: Tables

Table 1: Parties

Start date	The date on which the first Restricted Transfer of Client Personal Data takes place under this Addendum.
The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties’ details	As set out in Annex I.A of the SCCs incorporated into this Agreement.	As set out in Annex I.A of the SCCs incorporated into this Agreement.
Key Contact	As set out in Annex I.A of the SCCs incorporated into this Agreement.	As set out in Annex I.A of the SCCs incorporated into this Agreement.

1. Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:

Module	Module in operation	Clause 7 (Docking Clause)	Clause 11 (Option)	Clause 9a (Prior Authorisation or General Authorisation)	Clause 9a (Time period)	Is personal data received from the Importer combined with personal data collected by the Exporter?
1
2	X	Included	Included	General Authorisation	30 days	No
3
4

3. Table 3: Appendix Information
4. “Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex I.A: List of Parties: As set out in Annex I.A of the SCCs incorporated into this Agreement.

Annex I.B: Description of Transfer: As set out in Annex I.B of the SCCs incorporated into this Agreement.

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: As set out in Annex II of the SCCs incorporated into this Agreement.

Annex III: List of Sub-processors (Modules 2 and 3 only): As set out in Annex III of the SCCs incorporated into this Agreement.

5. Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19: X neither Party

6. Part 2 Mandatory Clauses:

Mandatory Clauses

Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎18 of those Mandatory Clauses.

SCHEDULE III

SWISS ADDENDUM (FADP) TO THE EU STANDARD CONTRACTUAL CLAUSES

Parties: This Swiss Addendum (the “Swiss Addendum”) is entered into by and between the Parties to the EU Standard Contractual Clauses adopted by Commission Decision (EU) 2021/914 (the “EU SCCs”) that are incorporated into the Agreement between:

• Data exporter (Swiss): Controller

• Data importer: Processor

1) Purpose and scope

1.1 This Swiss Addendum adapts the EU SCCs for transfers of personal data subject to the Swiss Federal Act on Data Protection (the FADP, incl. the revised FADP) from Switzerland to a country lacking an adequate level of protection.

2) Interpretation adjustments For the purposes of applying the EU SCCs to transfers subject to the FADP:

2.1 References to the “GDPR” shall be read, where appropriate, to include the FADP and its implementing provisions.

2.2 References to an “EU Member State” and “Member State” shall be interpreted to include Switzerland, where necessary for Swiss data subjects to benefit from third-party rights.

2.3 References to a “supervisory authority” shall, for Swiss-only transfers, be interpreted to include the Swiss Federal Data Protection and Information Commissioner (FDPIC).

2.4 “Personal data,” “data subject,” “processing,” and other GDPR terms shall be construed consistently with equivalent concepts under the FADP when the FADP applies.

2.5 This Swiss Addendum does not modify the text of the EU SCCs except as expressly stated herein to align with the FADP. In case of conflict, the interpretation that best protects data subjects under the FADP prevails.

3) Competent authority (Annex I(C) to the EU SCCs)

3.1 References to “competent supervisory authority” and “supervisory authority” are to be considered the FDPIC when data is exclusively subject to the FADP; and to both the FDPIC and the EU competent supervisory authority insofar as the data transfer is governed by both the FADP and the GDPR. This includes Clause 13(a) and Part C of Annex I of the EU SCCs. 

4) Governing law and forum (Clause 17 & 18 of the EU SCCs)

4.1 Swiss-only transfers:

• Clause 17 (Governing law): The Parties select the law of Switzerland.
• Clause 18 (Forum and jurisdiction): The Parties select the courts of Lucerne, Switzerland. The Parties submit to that jurisdiction for disputes under the EU SCCs as adapted by this Swiss Addendum.

4.2 Parallel EU+Swiss transfers: Clauses 17 and 18 remain as selected for the GDPR under the EU SCCs. This does not preclude Swiss data subjects from bringing claims in Switzerland where permitted by the FADP.

5) Onward transfers and third-party beneficiary rights

5.1 Where the EU SCCs refer to rights of data subjects to enforce the clauses, such rights are deemed to include Swiss data subjects under the FADP.

5.2 Any references in the EU SCCs that could otherwise exclude Swiss data subjects shall not be interpreted to do so.

6) Local laws and access by public authorities (Clauses 14–15)

6.1 Where the EU SCCs require an assessment of local laws/practices and obligations regarding access by public authorities, the Parties shall perform such assessment with reference to the FADP for Swiss-only transfers, and to the FADP and the GDPR for parallel EU+Swiss transfers.

6.2 The data importer will provide the exporter with information reasonably necessary to complete the assessment for the FADP context.

7) Annexes and completion mechanics

7.1 Annex I–III to the EU SCCs (as completed between the Parties) are incorporated by reference to this Swiss Addendum and apply mutatis mutandis to transfers subject to the FADP.

7.2 Where this Swiss Addendum requires a change to Annex I(C) (competent authority) or to the selections under Clauses 17–18 for Swiss-only transfers, those selections are deemed amended as set out in Sections 3.1 and 4.1 above without the need to re-execute the EU SCCs text.

8) Precedence

8.1 In the event of inconsistency between this Swiss Addendum and the EU SCCs, this Swiss Addendum controls solely to the extent necessary to comply with the FADP.

8.2 In the event of inconsistency between this Swiss Addendum and the Agreement/DPA, this Swiss Addendum controls for transfers subject to the FADP.

APPENDIX 

This Annex forms part of the Clauses and must be completed and signed by the parties.

ANNEX I 

TO THE STANDARD CONTRACTUAL CLAUSES

A. LIST OF PARTIES

Data importer

PROCESSOR

The applicable Ideals contracting entity identified in Ideals Board Agreement

Contact details: 

privacy@idealscorp.com

Activities relevant to the data transferred under these Clauses: Provision of the services under the Ideals Board Agreement​

Data exporter

CONTROLLER

The applicable Client contracting entity and contact details identified in Ideals Board Agreement

Activities relevant to the data transferred under these Clauses: Provision of the services under the Ideals Board Agreement 

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred 

Any individuals whose information is contained in board materials, meeting packs, agendas, minutes, resolutions, attachments, annotations, or other content uploaded to, stored in, or otherwise processed through Ideals Board.

Categories of personal data transferred

All categories of personal data uploaded to, stored in, or otherwise processed through Ideals Board, including personal data contained in board materials, user accounts, meeting records, attachments, annotations, and related workspace content, as determined by Client.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures

As determined by Client based on the content uploaded. Ideals applies the safeguards described in Annex II.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) 

Continuous basis 

Nature of the processing 

Provision of the services under the Ideals Board Agreement

Purpose(s) of the data transfer and further processing

Provision of the services under the Ideals Board Agreement

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period 

As specified in the Ideals Board Agreement.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing 

Provision of the services under the Ideals Board Agreement.

C. COMPETENT SUPERVISORY AUTHORITY   

Identify the competent supervisory authority/ies in accordance with Clause 13

The competent supervisory authority under Clause 13 shall be the supervisory authority competent for the Data Exporter in accordance with Regulation (EU) 2016/679 (GDPR), determined on the basis of the Data Exporter’s establishment, main establishment, or other applicable criteria under GDPR.

ANNEX II

Technical and organisational measures (TOMs)

The Ideals group of companies implements these technical and organisational measures to ensure the protection of personal data processed in accordance with the General Data Protection Regulation, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.

The Ideals group of companies creates and maintains the following security and privacy documentation:

• Data Processing Addendum (DPA) 
• Technical and organisational measures (TOMs) 
• Non-disclosure Agreement (NDA) 
• Sub-processor Agreement (as required) 
• EU Standard Contractual Clauses (Commission Decision (EU) 2021/914) (Module 2)

1. Confidentiality

Technical Measures

Organisational Measures

Identity & Access Enforcement. SSO + adaptive MFA for all workforce/admin access; minimum passphrase strength ≥ 12 characters or equivalent; account lockout after consecutive failed attempts; session hardening (idle lock, re-auth on sensitive ops). Role-Based Access Control (RBAC) & Least Privilege. Fine-grained roles; partial/access-scoped permissions per job function; privileged access time-bound and logged. Tenant Isolation & Logical Segregation. Per-tenant data namespaces; application-level authorisation checks; service-side ACLs to prevent cross-tenant access. Network Security. Segmentation (VPCs/subnets/security groups), WAF, IDS/IPS, network monitoring, rate-limiting, and egress controls. Endpoint Security. Full-disk encryption, EDR/anti-malware, host firewalls, USB/port control policies enforced by MDM/endpoint management. Cryptography. Data at rest encryption using strong algorithms and managed keys; in-transit TLS 1.3 for all external and internal service hops; key separation for environments; pseudonymisation/tokenisation where feasible. Key Management. Keys stored and managed in dedicated KMS/Key Vaults separate from encrypted data; rotation and access logs enforced. Data Loss Prevention (DLP). DLP rules on endpoints and collaboration tools; quarantine/justification workflows for sensitive data exfiltration attempts. Digital Signatures. Approved e-signature mechanisms for contracts and release processes; signature validation logged.

Access Governance. Documented access & user-role policy; joiner–mover–leaver process; periodic access reviews; SoD for admin grants. Confidentiality Obligations. Employee and contractor NDAs; background checks per role and local law. Third-Party/Supplier Due Diligence. Risk-based vetting of contractors/Sub-processors (certifications, references, DPAs). Information Handling. Data classification & handling policy; secure media handling and sanitisation/disposal procedures; BYOD regulation where applicable.

2. Integrity

Technical Measures

Organisational Measures

Secure Transport & Interfaces. TLS 1.2+; HSTS; strong cipher suites; API auth with signed tokens/keys. Auditability. Immutable/auditable logs for data access, admin actions, config changes, and data entry logging; clock sync (NTP). Application & Data Controls. Server-side validation, referential integrity, checksums/hashes, versioning where appropriate. Session Controls. Enforced timeouts and re-authentication for sensitive operations. Vulnerability & Patch Management. Continuous vuln scanning; SLA-based patching; configuration baselines (CIS) with drift detection. Endpoint/Port Controls. USB/port lockdown and device control at OS/EDR level.

Change & Release Management. Formal change control (CAB where needed), approvals, separation of duties, rollback testing. Secure SDLC. Threat modelling, code reviews, dependency health (SCA), secrets management, and pre-prod security gates. Policies & Procedures. Information Security Policy, Data Protection Policy, and rules for any physical transfer of data (exception-only). Need-to-Process. Only authorised personnel process personal data; duties and responsibilities documented.

3. Availability and Resilience

Technical Measures

Organisational Measures

Redundancy & Fault Tolerance. Multi-AZ deployments, load-balancing, auto-scaling for critical services. Backups & Recovery. Automated, regular backups; multiple storage tiers; versioning/immutability where supported; restoration tests on a defined cadence. Monitoring & Alerting. Centralised logging/SIEM; health checks; capacity/utilisation monitoring; actionable alerts. Hardening Against Disruption. DDoS protection, rate limiting, circuit breakers, graceful degradation patterns. Traceable Transfers. Controls to ensure data cannot be read/copied/modified/deleted without authorisation during transmission/transport; destination verification and integrity checks.

BCP/DRP. Documented business continuity and disaster recovery plans with RTO/RPO; crisis communications runbooks. Backup Governance. Backup schedule policy, retention, encryption, storage location approvals, periodic evidence reviews. Incident Response. Defined IR plan, playbooks, post-incident reviews, and corrective actions. Crisis/Emergency Management. Initiation protocol, roles, and escalation paths; periodic exercises and protocol evaluation.

4. Process for Regularly Testing, Assessing and Evaluating

Technical Measures

Organisational Measures

Security Testing. Annual independent penetration tests, continuous bug bounty/responsible disclosure, routine automated scanning (SAST/DAST/Cloud). Control Telemetry. Security metrics, control health dashboards, automated policy compliance checks.

Management System & Assurance. ISO/IEC 27001 ISMS in force; SOC 2 Type II audits; control attestations and remediation tracking. Governance & Documentation. Central repository for policies/TOMs; documented Controller–Processor delineation; formal assignment of responsibilities. Training & Awareness. Regular data protection and security training (role-based); phishing simulations; secure engineering training. BYOD/Device Handling. Written BYOD and asset handling rules; enforcement via MDM. Periodic Review. At least annual TOMs effectiveness review; updates after material changes, incidents, or risk assessments.

5. Privacy Governance and Data Lifecycle Controls

Technical Measures	Organisational Measures
Data Minimisation & Masking. Field-level minimisation; masking/pseudonymisation for non-prod; selective logging to avoid sensitive payloads. Retention & Deletion Automation. Policy-driven retention with automated deletion jobs; verified purge of backups when feasible per policy.	DPIA/TRA. Risk-based DPIAs for new/changed processing; records of processing (RoPA). Sub-processor Management. Contractual DPAs/SCCs, transfer impact assessments, and ongoing monitoring. Requests from Data Subjects. Defined procedures and SLAs for rights requests; identity verification steps.

ANNEX III 

Ideals engages Amazon Web Services companies (“AWS”) as Sub-processors for cloud hosting and infrastructure services. All data processing is carried out by the AWS entity corresponding to the location selected by the Client during the Ideals Board workspace setup.

The available server locations currently include Ireland, the United Kingdom, the United States, Canada, and Australia, and are subject to change as Ideals updates its regional offerings.

The location of data processing will not be changed without the Client’s prior written consent.

Addendum I

CCPA/CPRA and U.S. State Privacy Law Terms

1. Role. Ideals acts as a “service provider” and/or “processor” with respect to Client Personal Data.

2. Restrictions. Ideals shall not: 

(a) sell or share Client Personal Data; 

(b) retain, use, or disclose it for any purpose other than the business purposes specified in the Agreement; 

(c) combine Client Personal Data with personal data received from another source except as permitted by law to provide the Services; or 

(d) use Client Personal Data outside the direct business relationship with Client.