STANDARD CONTRACTUAL CLAUSES

Last update: May 2022

Controller-to-Processor Transfers

When the GDPR applies to your use of the Make Services to process Customer Data this
document forms part of and is integrated into the Celonis Inc. Data Processing Agreement and
any Orders governing the provisioning of Service, available at https:// www.make.com/. Unless
otherwise defined in this attachment, capitalised terms used in this attachment have the
meanings given to them in the Data Processing Agreement.

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,

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provided they are not modified, except to select the appropriate Module(s) or to add or update
information in the Appendix. This does not prevent the Parties from including the standard
contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses
or additional safeguards, provided that they do not contradict, directly or indirectly, these
Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by
virtue of Regulation (EU) 2016/679.

Clause 3 - Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against
the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9(a), (c), (d) and (e);
(iv) Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e); (viii) Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to 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 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.

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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.

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.

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.

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

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meaningful summary where the data subject would otherwise not be able to understand
the 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.

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.

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 return or
deletion of the 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).

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

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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.

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. 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

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another third country, hereinafter “onward transfer”) if the third party is or agrees to be
bound by these Clauses, under the appropriate Module, or if:

(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
Regulation of (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.

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) 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 four weeks in advance, thereby giving the data

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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 subprocessor
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.

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(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.

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(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 subprocessor)
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

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(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

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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

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.

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(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.

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:

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(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 EU Member 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 another EU Member State that does allow for
thirdparty beneficiary rights. The Parties agree that this shall be the law of Germany.

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 Germany.

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(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.

APPENDIX
ANNEX I

A. LIST OF PARTIES

Data exporter(s):
● Name: The entity identified as “Customer” in the Agreement.
● Address: The address for Customer associated as specified in the Agreement.
● Contact person’s name, position and contact details: The contact details as otherwise
specified in the Agreement.
● Activities relevant to the data transferred under these Clauses: The activities
specified in the Agreement.
● Signature and date: By using the Celonis services to transfer Customer Data to Third
Countries, the data exporter will be deemed to have signed this Annex I.
● Role (controller/processor): Controller

Data importer(s):
● Name: “Celonis” as identified in the main Contract or the Agreement.
● Address: The address for Celonis specified in the Agreement.
● Contact person’s name, position and contact details: The contact details for Celonis
specified in the Agreement.
● Activities relevant to the data transferred under these Clauses: The activities
specified in the Agreement.
● Signature and date: By transferring Customer Data to Third Countries on Customer’s
instructions, the data importer will be deemed to have signed this Annex I.
● Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

● Categories of data subjects whose personal data is transferred

● Categories of data subjects are specified in the Agreement.
● Categories of personal data transferred
● Categories of data subjects are specified in the Agreement.
● 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

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 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.
● Categories of data subjects are specified in the Agreement.
● The frequency of the transfer (eg. whether the data is transferred on a one-off or
continuous basis).
● Personal data is transferred in accordance with Customer’s instructions as described in
the Agreement.
● Nature of the processing
● The nature of the processing is described in the Agreement.
● Purpose(s) of the data transfer and further processing
● The purposes of the processing are described in the Agreement.
● The period for which the personal data will be retained, or, if that is not possible, the
criteria used to determine that period
● The retention period of the processing is described in the Agreement.
● For transfers to (sub-) processors, also specify subject matter, nature and duration of the
processing
● The transfers of the processing are described in the Agreement.

C. COMPETENT SUPERVISORY AUTHORITY

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

The data exporter’s competent supervisory authority will be determined in accordance with the
GDPR.

APPENDIX ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING

TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE
DATA

https://www.make.com/en/technical-and-organizational-measures.pdf

ANNEX III – LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

https://www.make.com/en/sub-processors.pdf

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