Common use of WHERE THE SUPPLIER IS NOT PROCESSING PERSONAL DATA Clause in Contracts

WHERE THE SUPPLIER IS NOT PROCESSING PERSONAL DATA. 1.1 Where the Buyer and the Supplier have agreed that the Supplier is not Processing Personal Data on behalf of the Buyer in the provision of the Services then the following will apply: 1.1.1 The Buyer hereby expressly confirms that, as part of the provision of the Services, it does not transmit to the Supplier any Personal Data (as defined under applicable Data Protection Legislation) other than business contact details of the Parties for the communication and execution of the Call-Off Contract and that therefore the Supplier will not be processing, even incidentally, any Personal Data other than business contact details. 1.1.2 The Buyer hereby expressly acknowledges and agrees that, should the Supplier identify that, notwithstanding the Buyer’s confirmation above, the Services provided involve the processing of Personal Data, then the Supplier shall not be under any responsibility or liability in connection with such processing until such time as the Buyer, upon having been informed by the Supplier that the Supplier has become aware that the provision of the Services involves the processing of Personal Data, provides the Supplier with documented instructions in relation to the processing of such Personal Data and that the parties agree appropriate amendments to the Call-Off Contract, through the Variation procedure, pursuant to such instructions. 1.1.3 Should the Buyer decide to request from the Supplier that it processes Personal Data for the purposes of the provision of the Services under the Call-Off Contract, it is expressly agreed between the Parties that: (i) such processing of Personal Data will have a direct impact on the delivery of the Services which may require a review and modification of the terms of the Call-Off Contract, including, the scope of the Services, the amount of the Charges and the applicable commercial terms; (ii) they shall negotiate in good faith the necessary modifications to the terms of the Call-Off Contract and any additional Charges related thereto; (iii) subject to any modifications agreed as a result of (ii) above, the applicable data protection provisions in the Call- Off Contract and Part B Section 1 of this Annex 1 of Part A (Main) shall govern the processing of Personal Data; (iv) the Buyer shall provide the Supplier with adequate documented instructions (“Instructions”) regarding the processing of Personal Data. The Parties agree that the Buyer Instructions shall form part of Annex 1 of Schedule 7 (GDPR Information) of the Call-Off Contract which shall also contain details of the approach and technical and organisational measures deployed in relation to data processing including any sub-contract arrangements. Annex 1 of Schedule 7 (GDPR Information) of the Call-Off Contract shall be duly completed and agreed by the Parties via the Variation process; (v) the Buyer shall not initiate any transmission of Personal Data to the Supplier prior to the signature of a Variation to the Call-Off Contract governing the processing of personal data as well as any other relevant modification of the terms of the Call-Off Contract and the implementation of the agreed measures regarding the processing of Personal Data.