Matrix 247 Data Processing Addendum (DPA)

1. Definitions
   • Business Purposes: the services to be provided by the Provider to the Client as described in the Master Agreement and any other purpose specifically identified in ANNEX A to this DPA.
   • EEA: the European Economic Area.
   • Master Agreement: The IT Service Agreement between the Client and Matrix 247 (the Parties) subject to Matrix 247 IT Products and Services- Standard Terms and Conditions.
   • UK GDPR: has the meaning given to it in the DPA 2018.

Other defined terms have the meaning given in the Master Agreement.

2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Appendix E is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
   2.1 The parties acknowledge that for the purposes of the Data Protection Legislation, if Matrix247 processes Personal Data on behalf of the Client in performance of , the Client is the Controller and Matrix247 is the Processor. Annex A (as well as any additional specifics contained in an Order, if applicable) will set out the scope, nature and purpose of processing by Matrix247, the duration of the processing and the types of Personal Data and categories of Data Subject.
   2.2 Without prejudice to the generality of paragraph 2, the Client will ensure that it has all necessary appropriate lawful bases, consents and notices in place to enable lawful transfer of the Personal Data to Matrix247 for the duration and purposes of the Contract.
   2.3 Without prejudice to the generality of paragraph 2, Matrix247 shall, in relation to any Personal Data processed in connection with the performance by Matrix247 of its obligations under a Contract:
   a) process that Personal Data only on the basis of this DPA and/or documented written instructions of the Client unless Matrix247 is required or permitted by applicable laws to otherwise process that Personal Data;
   b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
   c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
   d) not transfer any Personal Data outside of the UK (or the EEA for as long as it has an adequacy decision from the UK Government) unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
   (i) the Client or Matrix247 has provided appropriate safeguards in relation to the transfer;
   (ii) the data subject has enforceable rights and effective legal remedies;
   (iii) Matrix247 complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
   (iiii) Matrix247 complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
   (e) assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   (f) notify the Client without undue delay on becoming aware of a Personal Data Breach;
   (g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required or permitted by law to store the Personal Data; and
   (h) maintain complete and accurate records and information to demonstrate its compliance with this
   2.4 Matrix is authorised to engage third parties to process Personal Data on behalf of the Client, each, an (“Authorised Sub-Processor“). The Provider will ensure that there is in place a written contract between the Processor and the Authorised Sub-Processor that specifies the Authorised Sub-Processor’s processing activities and imposes on the Authorised Sub- Processor equivalent terms as those imposed on the Processor in this DPA. The Provider provides notice of the significant and ongoing sub-processors as set out in ANNEX A. As between the Client and Matrix247, Matrix247 shall remain fully liable for all acts or omissions of any Authorised Sub-Processor