Effective date: May 2020
Alight and client agree that execution of an underlying services agreement between Alight and the Alight client identified in a statement of work (“Client”) that includes the incorporation of Alight’s Information Security and Data Privacy Terms, which are available at https://alight.com/isdptemea (the “ISDPT”), shall also include execution of these Standard Contractual Clauses (the “Clauses”), which are countersigned by Alight; provided, however, the Clauses shall be incorporated into the ISDPT only in instances in which the Services include the transfer of Client personal data out of the European Union, European Economic Area, and Switzerland (unless Client has opted out of these Clauses). Capitalized terms not otherwise defined herein shall have the meaning ascribed to it in the Agreement.
To opt out of these Clauses Client must send the following information to Alight at firstname.lastname@example.org including the full Client group company legal name(s) that are opting out, details of the Agreement, and confirmation that the Client group company opts out of the Clauses.
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, Client (as data exporter) and Alight (as data importer) each a “party”; together “the parties” have agreed on the following Clauses in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1 Definitions
For the purposes of the Clauses:
- (a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
- (b) 'the data exporter' means the controller who transfers the personal data;
- (c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
- (d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
- (e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
- (f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2 Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3 Third-party beneficiary clause
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4 Obligations of the data exporter
The data exporter agrees and warrants:
- that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
- (b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
- (c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
- (d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
- (e) that it will ensure compliance with the security measures;
- (f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
- (g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
- (h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
- (i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
- (j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5 Obligations of the data importer
The data importer agrees and warrants:
- (a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- (b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- (c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
- (d) that it will promptly notify the data exporter about:
- (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
- (ii) any accidental or unauthorised access, and
- (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
- (e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
- (f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
- (g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
- (h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
- (i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
- (j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
Clause 6 Liability
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Clause 7 Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
- (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
- (b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8 Cooperation with supervisory authorities
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9 Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10 Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11 Subprocessing
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Clause 12 Obligation after the termination of personal data processing services
1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
The data exporter is Client, which is party to the Agreement with Alight.
The data exporter provides data related to directors, employees, temporary and casual workers, agents and independent contractors of the data exporter to the data importer for use in human resources administration and consulting.
The data importer is:
- A) Alight Solutions LLC, a company based in Lincolnshire, IL, USA engaged in human resources administration and consulting that processes data on behalf of its clients in the normal course of business; and
- B) Alight Services India Private Limited, a company based in New Delhi, India engaged in human resources administration and consulting that processes data on behalf of its clients in the normal course of business.
The personal data transferred concern the following categories of data subjects (please specify): the personal data transferred concern the following categories of data subjects: directors, employees, temporary and casual workers, agents and independent contractors of the data exporter.
Categories of data
The personal data transferred concern the following categories of data (please specify): The personal data transferred may include, but are not limited to, identification data including full name and employee identification number, email address, salary and employment history, benefits information, professional qualifications, previous employment, salary and benefits, time records, performance records, appraisals, training needs assessments, and such other data that may be transferred from the data controller to the data processor for processing services.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify): ethnicity; religious beliefs; disability information; trade union membership information.
The personal data transferred will be subject to the following basic processing activities (please specify): data importer may receive access or download data exporter’s data through a secure file share application, or may access or download from data exporter’s own server. Data importer shall then maintain, and store/process data exporter’s data. Data importer will, through authorized personnel, perform the following processing services that may include:
- 1. provide data processing software, equipment, and services through various tools, applications and vendors.
- 2. maintain data exporter data through modification, enhancement, and/or deletion.
- 3. prevent unauthorized access to or modification of data exporter data.
- 4. program, print and assemble, review, and modify statements as directed by data exporter.
- 5. distribute statements to individual employees as directed by data exporter.
- 6. provide reference materials as requested by data exporter.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
Data Importer shall undertake appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. The measures to be taken should take into account available technology and the cost of implementing the specific measures, and must ensure a level of security appropriate to the harm that might result from a breach of security and the nature of the data to be protected.
In addition to any other measures agreed to by data importer in a commercial agreement with data exporter, appropriate measures must include, without limitation, the following:
1. Entry control (data-processing facilities)
The aim of entry control is to deny unauthorised persons entry to the data-processing facilities designed to process or use personal data.
- Access to buildings and workplaces is controlled via card reader systems.
- Access to the Contractor’s computer centres/server rooms is controlled via additional card reader systems or special permissions and PIN codes. Entry permission is granted by the HR or Real Estate/Site Services department at the request of IT
- Access regulations for external persons, visitors report to reception on arriving and leaving.
- Guest sign-in book or kiosk.
- Doors locked outside main business hours.
- Use of a defined security perimeter, appropriate security barriers, security cameras and entry controls.
- CCTV at key points
- Maintenance of physical security access logs (e.g., logging of use of RFID keys)
- Requirement for all staff to wear visible photo identification
- Requirement for all visitors to wear a visible visitors’ badge
- Requirement for visitors to be escorted
- Tiered security zones with separate access privileges
- Locked cabinets for storage of documents
- Locked data switches
2. Access control (IT systems, applications)
The aim of access control is to prevent unauthorised persons from being able to use data-processing systems designed to process and use personal data.
- Access to the IT systems and applications is controlled via a password specific to the personal account, involving permissions tailored to the role of the person concerned. This applies equally to administrators, developers and users.
- Procedure for assigning passwords (minimum length, letters, numbers, special characters, regular change of password).
- The password criteria are checked and enforced by software (password manager).
- Limited number of incorrect attempts.
- Screen lock with password protection (cannot be turned off by the employee).
- Internal network protected against external attacks by firewall.
- The hard drives of laptops are encrypted.
- Authentication and encryption protocols for permitting access to Wi-Fi information systems.
- Verification of system access by automatically generated logs (log files) and their regular checks.
3. Data access control
The aim of access control is to ensure that only those persons authorised to use a data-processing system can access only the personal data covered by their access permission and that personal data cannot be read, copied, altered or deleted without permission when it is being processed or used, or after it has been saved.
- Permission concept with differentiated permissions.
- Identification and authentication.
- Separation of application development, testing and production areas by system permissions. For instance, application development does not have access to the production area. There is an agreed procedure in place for the acceptance of new programs (control function as part of Alight SOX compliance). Access to personal data of customers’ employees for the purpose of processing an order is controlled via request-specific permissions. This ensures separation according to requestor.
- Clear desk/clear screen policy
- Timely removal of access to Personal Data when no longer required
- Verification of data access by automatically generated logs (log files) and their regular checks.
4. Transfer control
The aim of transfer control is to ensure that personal data cannot be read, copied, altered or deleted without permission in the course of electronic transmission or during transportation or storage on data media and that it is possible to check and verify locations that allow the transmission of personal data via data-transmission equipment.
- State-of-the art encryption (e.g. sFTP via MoveIt) of data in case of electronic transmission over public networks.
- Personal data can only be transferred in encrypted form over public networks and to contacts certified through the request process and endorsed by the Global Data Privacy Team.
- Electronic transmission of personal data by the Client to the Contractor and vice versa may take place via
- a) Enforced TLS (= Transport Layer Security, a hybrid encryption protocol for secure data transmission over the internet)
- b) sFTP (Secure File Transfer Protocol) with Public Key Authentication
- Established Alight Global Information Security Policy guidelines governing the transmission of data forms part of the IT security guidelines.
- Adoption of standards for encryption and secure hashes that mandate currently accepted encryption algorithms and key lengths. For symmetric encryption, the minimum key length shall be 128-bits.
- Process to ensure the secure and irretrievable deletion of data and/or description of redundant IT assets with certificates of destruction, and secure and irretrievable description of paper documents.
- Performance of adequate supplier due diligence (both pre- and post-contract), including entering into a written agreement with each Subcontractor that imposes obligation on that Subcontractor in respect of Personal Data.
- Checking senders and recipients of data
- Analysis of data to detect malware infection (virus and malware scan)
5. Input control (logging).
The aim of input control is to ensure that, where technically feasible, it can be traced and verified whether personal data has been entered, altered in or deleted from data-processing systems and, if so, by whom.
- All entries, alterations and deletions of data carried out by the executing team are in agreement with the data and process owner.
- Guidelines to protect the original data entered against subsequent alterations.
- Systems for recording and auditing of records for critical PII/SOx-related systems (e.g. BWise)
- Write permissions are granted (per individual user accounts) for elevated access roles (i.e. only the user can enter, alter or delete data). This means that it is possible to check who is processing the data.
6. Order control
The aim of order control is to ensure that personal data processed as part of a given order may only be used and processed in accordance with the instructions of the Client.
7. Availability control (emergency organisation)
The aim of availability control is to ensure that personal data is protected against accidental destruction or loss.
8. Separation control
The aim of separation control is to ensure that data collected for different purposes can be processed separately.
9. Assurance and Compliance
The aim of assurance and compliance control is to ensure that formal compliance and governance programs are in place to protect data.
10. Accountability and Governance
The aim of accountability and governance control is to ensure the effective management of and compliance with security measures.
The aim of the personnel control is to ensure that processes are in place to ensure reliability of all staff who have access to personal data.
12. Disposal of Personal Data
The aim of the disposal control is to ensure that personal data is disposed of securely.
Signing the Standard Contractual Clauses, Appendix 1 and Appendix 2 on behalf of the data importers:
Name: John A. Mikowski
Authorised Signature: John A. Mikowski
Alight Solutions LLC
4 Overlook Point, Lincolnshire, IL 60069
Name: Sandeep Aggarwal
Authorised Signature: Sandeep Aggarwal
Alight Services India Private Limited
710, Ansal Chambers-II, 6, Bhikaji Cama Place, New Delhi -110 066
- Through appropriate documentation, the executor ensures the traceability of the individual steps required in the course of the execution of the order and provides evidence on request/demand showing that the order in question has been executed strictly in accordance with the certified requestor’s instructions (e.g. action/partial order, specification of processing steps/parameters, processors).
- Written record of instructions.
- Reasonable steps to ensure the reliability of all staff who will have access to Personal Data
- The processing of data takes place strictly in an environment of documented secure procedures (IT security policy, emergency handbook, etc.).
- Backup procedure (specifying the rhythm, medium, storage period and location).
- Mirroring of hard drives (RAID process).
- Surge protection
- Uninterruptible power supply (UPS).
- Antivirus protection
- Intrusion detection systems
- Maintenance contracts for hardware
- A full backup takes place regularly, with incremental backups.
- Fire detection and suppression systems in data centres.
- Implementation of business continuity and disaster recovery plans, that are exercised annually
- The aims of contracted data processing are mutually agreed between the requestor and the executor.
- Logical separation
- Internal multi-requestor capability
- Separation of testing and production
- Framework of policies and procedures on data protection and data security, informed by industry standards such as ISO27001 and which set the direction, provide broad guidance, and define requirements for information security related processes and actions.
- Supporting policies and standards include but are not limited to information classification; data destruction; asset and data protection; password and authentication; encryption; platform configuration; outbound internet access; remote access; network security infrastructure; wireless network security; infrastructure security; application security; clear desk; incident response; business continuity management; disaster recovery.
- A documented framework, approved by senior management, which includes:
- o Assigning clear accountability for data protection and information security governance.
- o A clear data protection and information security policy.
- o Defined responsibilities for data protection and information security (which are also communicated to all relevant staff).
- o Data protection training for all staff that will have access to personal data.
- o Staff awareness of the need to escalate any security incidents.
- o A data incident management process.
- Reasonable steps to ensure the reliability of all staff who will have access to personal data, including:
- o Performance of background checks
- o Entering into confidentiality agreements and adherence to policies and standards (contraventions of which may result in disciplinary action, including termination of employment)
- o Data protection and data security training on induction and at least annually thereafter.
- Formal data handling, retention and destruction policies and procedures that meet industry standards including:
- o sanitisation, destruction or purging of data as required
- o secure disposal of hard copy waste and secure erasure, degaussing or physical destruction of hardware and electronic media
- o Secure decommissioning of IT equipment