Data Processing Addendum

(Last updated August 13, 2025)

This Data Processing Addendum (this “DPA”) supplements and forms part of the HCSS Services Agreement or other agreement between Customer and Heavy Construction Systems Specialists, LLC and its affiliates and subsidiaries (“HCSS”) that governs Customer’s use of the HCSS Offerings and the Order Form(s) (together, the “Agreement”) entered into by and between and the legal entity identified in the Agreement (“Customer”) and HCSS. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. HCSS and Customer may be referred to each individually as “Party” or collectively as the “Parties”.

1. Definitions

1. “Data Protection Laws” means all laws applicable to the Processing of Customer Personal Data, which may include European Union Data Protection Laws, other laws of the European Union or any Member State thereof, the United Kingdom General Data Protection Regulation, the Swiss Federal Act on Data Protection, and the laws of any other country or state to which the Customer or the Customer Personal Data is subject, including the California Consumer Privacy Act to the extent HCSS Processes Personal Data of California residents.

2. “Customer Personal Data” means Personal Data submitted to HCSS for Processing in connection with the HCSS Offerings pursuant to the Agreement.

3. “Data Security Breach” means any confirmed and verified unauthorized access, use, disclosure, modification, or destruction of Customer Personal Data.

4. “Data Subject” means the identified or identifiable person to whom Customer Personal Data relates.

5. “Personal Data” means any data that relates to an identified or identifiable natural person, to the extent that such information is protected under Data Protection Laws.

6. “Processing”, “Process”, “Processed” means any operation or set of operations which is performed on Customer Personal Data, individually or in sets, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

2. Application of Agreement

This DPA applies to all activities related to the Agreement in which HCSS may Process Personal Data on behalf of Customer under Data Protection Laws and in the course of providing HCSS Offerings to Customer. It contains, in conjunction with the Agreement, the documented instructions for the Processing of Customer Personal Data as well as the subject matter, duration, nature, and purpose of the Processing, which shall govern the rights and obligations of the Parties in connection with the Processing of Personal Data.

3. Term of this DPA

This DPA will commence on the effective date of the Agreement and continue in effect as long as HCSS Processes Personal Data on behalf of Customer in the course of providing HCSS Offerings to Customer.

4. Data Processing

7. Roles. The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data on behalf of Customer, (i) HCSS is a processor of Customer Personal Data under the Data Protection Laws; (ii) Customer is the controller of Customer Personal Data under the Data Protection Laws; (iii) Customer is responsible for obtaining all of the necessary authorizations and approvals to enter, use, provide, store, and Process Customer Personal Data to enable HCSS to provide the HCSS Offerings; and (iv) each Party will comply with the obligations applicable to it under the Data Protection Laws with respect to the Processing of Customer Personal Data.

8. Duration. HCSS will Process Customer Personal Data for the duration of the Agreement or as indicated in documented instructions from the Customer, unless otherwise agreed upon in writing or required by Data Protection Laws.

9. Purpose. The purpose of the Processing under the DPA is the provision of the HCSS Offerings by HCSS to Customer as specified in the Agreement. Annex I describes the subject matter and details of the Processing of Customer Personal Data.

10. Nature of the Processing. Any Processing of Personal Data by HCSS under this DPA shall occur only: (i) on behalf of Customer (including when Processing is initiated by Customer’s authorized users); (ii) in connection with the HCSS Offerings under the Agreement; and (iii) for the purpose of fulfilment of Customer’s written instructions.

11. Categories of Data Subjects. The categories of Data Subjects affected by the Processing of Customer Personal Data on the behalf of Customer within the scope of this DPA may include: (i) Customer personnel designated by Customer as authorized users of the HCSS Offerings; or (ii) Customer’s employees, contractors, suppliers, or other third parties whose Personal Data is submitted or uploaded by Customer for use in or with the HCSS Offerings.

12. Categories of Personal Data. The categories of Customer Personal Data affected by the Processing within the scope of this DPA may include: (i) contact information (e.g., include name, email address, phone number, and address); (ii) professional information (e.g., organization name, job role, date of hire, supervisor, employee number, and certifications); (iii) login information (e.g., username, password, and HCSS ID); (iv) Internet and device information (e.g., IP address, device identifiers, device type, operating system type and version, browser type, geolocation, connection type); (v) Internet service provider and cookies; and (vi) any other Personal Data that Customer or Customer’s authorized users uploads or inputs into the HCSS Offerings.

13. Special Categories of Personal Data. HCSS does not intentionally Process any special categories of Personal Data in connection with the provision of the HCSS Offerings under the Agreements.

14. Customer’s Instructions. This DPA and the Agreement are Customer’s complete instructions at the time of signature of the Agreement to HCSS for the Processing of Customer Personal Data. However, such instructions may be amended, supplemented, or replaced by Customer in written or otherwise documented form at any time. If any new instructions from Customer exceed the scope of this DPA, such new instructions shall be considered as Customer’s request to amend the DPA. Customer shall ensure that its instructions comply with Data Protection Laws and that the Processing of Customer Personal Data per Customer's instructions will not cause HCSS to be in breach of Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of: (i) the Customer Personal Data provided to HCSS by or on behalf of Customer; (ii) how Customer acquired any such Customer Personal Data; and (iii) the instructions it provides to HCSS regarding the Processing of such Personal Data. Customer shall not provide or make available to HCSS any Personal Data in violation of the Agreement or this DPA and shall indemnify HCSS from all claims and losses in connection therewith.

15. HCSS’s Compliance with Customer’s Instructions. HCSS shall only Process Customer Personal Data in accordance with Customer’s instructions. If HCSS believes or becomes aware that any of Customer’s instructions conflict with any Data Protection Laws, HCSS shall inform Customer within a reasonable timeframe. HCSS may Process Customer Personal Data other than on the written instructions of Customer if it is required under applicable law to which HCSS is subject. In this situation, HCSS shall inform Customer of such requirement before HCSS Processes the Customer Personal Data unless prohibited by applicable law.

5. California Consumer Privacy Act and U.S. Data Protection Laws

To the extent that HCSS Processes any Customer Personal Data relating to individuals who are California residents, HCSS shall comply with the requirements of the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (the “CCPA”), including any amendments and implementing regulations that become effective on or after the effective date of this DPA and notify Customer if HCSS determines it can no longer meet such requirements. For the purposes of the CCPA, the Parties agree that HCSS is a “Service Provider” in the performance of its obligations, and that Customer is a “Business”. As a Service Provider, HCSS shall not: (i) retain, use, or disclose Customer Personal Data: (a) for any purpose other than for the specific purpose of providing the HCSS Offerings specified in the Agreement, including for a commercial purpose other than providing the HCSS Offerings specified in the Agreement; (b) outside of the direct business relationship between HCSS and Customer; or (c) or as otherwise permitted by the CCPA; (ii) sell or share (as defined by the CCPA) Customer Personal Data; (iii) combine Customer

Personal Data with Personal Data HCSS receives from or on behalf of another person or entity or collects

from its own interactions with a Data Subject; or (iv) to the extent HCSS receives deidentified Personal

Data from Customer, attempt to reidentify such Personal Data. Customer shall have the right, upon

written notice to HCSS, to take reasonable and appropriate steps to stop and remediate unauthorized

use of Customer Personal Data. Finally, the transfer of the Customer Personal Data to HCSS shall not be considered a “sale” as defined in the CCPA. For purposes of U.S. data protection laws (including the CCPA), “controller” includes “business”; “processor” includes “service provider”; “Data Subject” includes “consumer”; and “Personal Data” includes “personal information.”

6. Personnel

Each Party shall: (i) ensure all of its employees involved in Processing or transferring of Customer Personal Data have (a) either committed themselves to confidentiality in writing or have statutory or fiduciary obligations and (b) proper authorization and appropriate training to Process Customer Personal Data; (ii) ensure the access to Customer Personal Data is limited to the personnel necessary to execute the party’s obligations under the Agreement; and (iii) appoint a data protection officer, if required by the Data Protection Laws, and provide his or her contact details on written request to the other Party.

7. Sub-Processors

16. Customer hereby consents to and authorizes the usage of HCSS’s affiliates, subsidiaries, and third-party service providers as sub-processors to provide limited or ancillary services in connection with the HCSS Offerings. A list of such sub-processors can be found in Annex III. Should HCSS add to or replace such sub-processors, HCSS shall give Customer notice and an opportunity to object, provided such objection is based on reasonable grounds relating to Data Protection Laws. If Customer does not object within thirty (30) calendar days, then such added or replaced sub-processors shall be considered incorporated into Annex III as an amendment.

17. HCSS shall impose substantially similar data protection obligations on any sub-processors as set out in this DPA. HCSS shall be liable for the acts and omissions of its sub-processors to the same extent HCSS would be liable if performing the services of each sub-processor directly under the terms of this DPA.

8. Technical and Organizational Measures

HCSS shall maintain and ensure all sub-processors maintain reasonable and appropriate administrative, physical, and technical safeguards as listed in Annex II to protect the security, confidentiality, and integrity of Customer Personal Data, including, but not limited to, loss, misuse, unauthorized disclosure, unauthorized access, alteration, and destruction.

9. Data Transfers

18. Customer acknowledges and agrees that HCSS may store, transfer, and Process Customer Personal Data in the United States and anywhere else in the world where HCSS or its sub-processors maintain data processing operations. HCSS shall ensure that such transfers are made in compliance with applicable Data Protection Law and this DPA. Customer appoints HCSS to perform any transfers of Customer Personal Data to any such country and to store and Process Customer Personal Data in order to provide the HCSS Offerings or by documented instructions of Customer.

19. HCSS complies with the EU-U.S. Data Privacy Framework (“EU-U.S. DPF”), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”) as set forth by the U.S. Department of Commerce. HCSS has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (“EU-U.S. DPF Principles”) with regard to the Processing of Personal Data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdon (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF. HCSS has certified to the U.S Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (“Swiss-U.S. DPF Principles”) with regard to the Processing of Personal Data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this Privacy Policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles (together, the “DPF Principles”), the DPF Principles shall govern. The Federal Trade Commission has jurisdiction over HCSS’s compliance with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF. To learn more about the Data Privacy Framework program, and to view HCSS’s certification, please visit https://www.dataprivacyframework.gov/.

20. If Customer transfers Customer Personal Data originating from the EEA to HCSS when HCSS is located in countries outside the EEA that have not received a binding adequacy decision by the European Commission, such transfers shall be made in compliance with applicable data transfer legal requirements and only by written instructions from Customer. The Parties agree that such transfers from the EEA will be made subject to one (1) transfer mechanism in the following order of precedence: (i) pursuant to the EU-U.S. DPF transfer mechanism, then (ii) if the EU-U.S. DPF transfer mechanism is not available, pursuant to the Standard Contractual Clauses (European Commission Decision 2021/914 of 4 June 2021), and Module 2 of the Standard Contractual Clauses shall be applicable.

21. If Customer transfers Customer Personal Data originating from the United Kingdom to HCSS when HCSS is located in countries outside the United Kingdom that have not received an adequacy regulation by the United Kingdom Secretary of State for the Department for Digital, Culture, Media and Sport, the Parties agree that such transfers from the United Kingdom will be made subject to one (1) transfer mechanism in the following order of precedence: (i) pursuant to the UK Extension to the EU-U.S. DPF transfer mechanism, then (ii) if the UK Extension to the EU-U.S. DPF transfer mechanism is not available, pursuant to the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (the “UK Addendum”).

22. If Customer transfers Customer Personal Data originating from Switzerland to HCSS when HCSS is located in countries outside Switzerland that have not received an adequacy regulation by the Swiss Federal Act on Data Protection, such transfers shall be made in compliance with applicable data transfer legal requirements and only by written instructions from Customer. The Parties agree that such transfers from Switzerland will be made subject to one (1) transfer mechanism in the following order of precedence: (i) pursuant to the Swiss-U.S. DPF transfer mechanism, then (ii) if the Swiss-U.S. DPF transfer mechanism is not available, pursuant to the Standard Contractual Clauses (European Commission Decision 2021/914 of 4 June 2021), and Module 2 of the Standard Contractual Clauses shall be applicable.

10. Customer’s Responsibility for Ensuring At Least One Lawful Basis Exists for Processing

Prior to the transfer of any Customer Personal Data to HCSS by Customer, Customer shall ensure it has at least one lawful basis for Processing Personal Data of its Data Subjects in a manner consistent with Data Protection Laws. If, at any time, Customer relies on explicit consent as the basis for Processing Personal Data and an authorized user and/or Data Subject withdraws any such consent for the Processing of their Personal Data, Customer shall immediately: (i) inform HCSS in writing at privacy@hcss.com; and (ii) cease use and collection of Customer Personal Data related to such objecting authorized user and/or Data Subject. Customer must keep an electronic record of all consents given, and any consents withdrawn, by authorized users and/or Data Subjects and shall make such records available to HCSS upon request.

11. Requests from Data Subjects

HCSS shall, in accordance with Data Protection Laws, promptly notify Customer if HCSS receives a request from a Data Subject to which the Customer Personal Data relates to exercise his or her rights connected to the Processing under the Agreement and this DPA. HCSS shall use appropriate technical and organizational measures to reasonably cooperate and reasonably assist Customer in responding to such requests.

12. Security Breach

HCSS commits to report any verified Data Security Breach involving Customer Personal Data to Customer without undue delay after discovering a Data Security Breach and in any event no later than seventy-two (72) hours after verification. The obligations in this section do not apply to incidents that are caused by Customer or Customer’s personnel or end users or to unsuccessful attempts or activities that do not compromise the security of Customer Personal Data. In the event of a Data Security Breach, HCSS will use commercially reasonable efforts to prevent the recurrence of a similar Data Security Breach. HCSS shall provide Customer with reasonable cooperation and legally required assistance in respect of any Data Security Breach and all relevant information in HCSS's possession concerning the Data Security Breach, including, but not limited to, the following: (i) the nature of the breach; (ii) the categories and quantities of Customer Personal Data involved; and (ii) the name and contact details for the relevant contact person.

13. Third-Party Audit Reports and Risk Assessments

Upon Customer’s written request, HCSS shall, no more than once per calendar year, provide Customer with a summary copy of HCSS’s third-party audit report(s) that demonstrate(s) HCSS’s compliance with industry standards for data security. Customer acknowledges and agrees that such third-party audit reports are HCSS’s Confidential Information. HCSS shall provide reasonable assistance to Customer in

fulfilling Customer's obligations in the event Customer conducts a data protection impact assessment.

14. Return and Deletion of Personal Data

23. Subject to Section 14.2 below, HCSS will securely delete Customer Personal Data within sixty (60) calendar days following the termination or expiration of the Agreement, unless Customer instructs HCSS in writing to keep certain Customer Personal Data longer or return certain Customer Personal Data earlier. The return or destruction of any data storage medium provided by Customer to HCSS shall be conducted without undue delay: (i) after Processing is complete or termination or expiration of the Agreement; or (ii) earlier, by written request of Customer.

24. HCSS may retain Customer Personal Data to the extent required by Data Protection Laws or as mandated in HCSS’s document retention schedule. HCSS shall ensure the confidentiality of all such Customer Personal Data. Customer Personal Data derived by HCSS in the performance and provision of the HCSS Offerings may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules; provided, however, such data may only be used in an anonymized, aggregated form and may not contain: (i) Customer’s Confidential Information; (ii) any information that identifies or can be reasonably used to identify an individual person; (iii) any information that identifies or can be reasonably used to identify Customer or its users; or (iv) any information that identifies or can be reasonably used to identify any activities or behaviors of Customer. The results of such analysis may be used by HCSS for any lawful purpose.

15. Modifications

No modification of this DPA will be binding upon Customer and HCSS unless made in writing and signed by duly authorized representatives of both Parties.

16. Governing Law, Jurisdiction, and Waiver of Jury Trial

This DPA is governed by the laws of the State of Texas, without regard to the conflicts of law principles. The Parties irrevocably submit to the exclusive jurisdiction of any United States federal or Texas state court located in Houston, Texas with respect to any matter arising out of or relating to this DPA. THE PARTIES AND ANY OF THEIR AFFILIATES WAIVE THE RIGHT TO A TRIAL BY JURY ON ANY CLAIM RELATING TO OR ARISING OUT OF THIS DPA.

17. Severability

A decision by any court of competent jurisdiction invalidating or holding unenforceable any part of this DPA will not affect the validity and enforceability of any other part of this DPA.

18. Entire Agreement and Order of Precedence

Each Party’s rights and obligations concerning assignment and delegation under this DPA shall be as described in the Agreement. Subject to the foregoing restrictions, this DPA will be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns. This DPA and the Agreement constitute the entire agreement between the Parties with respect to the subject matter herein and merges all prior and contemporaneous communications. In the event of a conflict among the terms and conditions of this DPA and the Agreement relating to the Processing of Customer Personal Data, such conflict will be resolved in the following order of priority: (i) the Standard Contractual Clauses, where applicable, (ii) the DPA; and (iii) the Agreement. Titles and headings of the sections of this DPA are for description and convenience only and will not affect the construction of any provision of this DPA.

Schedule 1

Standard Contractual Clauses

Controller to Processor

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) (^[1]) for the transfer of 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 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.

Clause 7 – Intentionally Omitted

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 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.

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 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).

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 (^[2]) (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, 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.

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. (^[3]) 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 Data Protection 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

1. [Where the data exporter is established in an EU Member State:] 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.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, 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 (^[4]);

(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 one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

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 Ireland.

(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.

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ANNEX I

A.   LIST OF PARTIES

Data exporter(s):

Name: Customer as identified in the Agreement

Address: Customer’s address as identified in the Agreement

Contact person’s name, position and contact details: Customer’s signatory who has signed the Agreement

Role (controller/processor): Controller

Data importer(s):

Name: Heavy Construction Systems Specialists, LLC

Address: 13151 W Airport Blvd, Sugar Land, TX 77478 USA

Contact person’s name, position and contact details: Legal Department, privacy@hcss.com

Role (controller/processor): Processor

B.   DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

• The categories of Data Subjects affected by the Processing of Customer Personal Data on the behalf of Customer within the scope of this DPA may include: (i) Customer personnel designated by Customer as authorized users of the HCSS Offerings; or (ii) Customer’s employees, contractors, suppliers, or other third parties whose Personal Data is submitted or uploaded by Customer for use in or with the HCSS Offerings.

Categories of personal data transferred

• Customer may upload, submit, or otherwise provide certain Customer Personal Data to HCSS or in the HCSS Offerings, the extent of which is typically determined and controlled by Customer in its sole discretion and may include: (i) contact information (e.g., name, email address, phone number, and address); (ii) professional information (e.g., organization name, job role, date of hire, supervisor, employee number, driver’s license, and certifications); (iii) login information (e.g., username, password, and HCSS ID); (iv) Internet and device information (e.g., IP address, device identifiers, device type, operating system type and version, browser type, geolocation, connection type); (v) Internet service provider and cookies; and (vi) any other Personal Data that Customer or Customer’s authorized users uploads or inputs into the HCSS Offerings.

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.

• No sensitive data will knowingly be transferred.

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

• Continuous basis as needed for performance of HCSS Offerings and throughout term of the Agreement; provided, however, that the data protection obligations of the DPA and the Standard Contractual Clauses shall continue to apply for so long as the data importer processes Customer Personal Data.

Nature of the processing

• HCSS shall Process Customer Personal Data in connection with the HCSS Offerings under the Agreement.

Purpose(s) of the data transfer and further processing

• The purpose of the Processing under the DPA is the provision of the HCSS Offerings by HCSS to Customer as specified 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.

• In accordance with the Agreement and the DPA.

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

• For the duration of the Agreement or as indicated in documented instructions from the Customer, unless otherwise agreed upon in writing or required by applicable law. A list of HCSS’s sub-processors is available at https://www.hcss.com/sub-processors/

C.   COMPETENT SUPERVISORY AUTHORITY

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

• As determined by applicable Data Protection Laws

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ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

As of the Effective Date of this DPA, HCSS, when Processing Customer Personal Data on behalf of Customer in connection with the HCSS Offerings, shall implement and maintain the following technical and organizational security measures for the Processing of such Customer Personal Data:

1. Physical Access Controls. HCSS shall take reasonable measures, such as security personnel and secured buildings, to prevent unauthorized persons from gaining physical access to Customer Personal Data.

2. System Access Controls. Data Processor shall take reasonable measures to prevent unauthorized use of Customer Personal Data. These controls shall vary based on the nature of the Processing undertaken and may include, among other controls, authentication via passwords and/or two-factor authentication, documented authorization processes, documented change management processes and/or, logging of access on several levels.

3. Data Access Controls. HCSS shall take reasonable measures to ensure Customer Personal Data is accessible and manageable only by properly authorized staff, direct database query access is restricted, and application access rights are established and enforced to ensure that persons entitled to use a data processing system only have access to the Customer Personal Data to which they have privilege of access; and, that Customer Personal Data cannot be read, copied, modified, or removed without authorization in the course of Processing.

4. Transmission Controls. HCSS shall take reasonable measures to ensure that it is possible to check and establish to which entities the transfer of Customer Personal Data by means of data transmission facilities is envisaged so Customer Personal Data cannot be read, copied, modified, or removed without authorization during electronic transmission or transport.

5. Input Controls. HCSS shall take reasonable measures to ensure that the Customer Personal Data source is under the control of Customer and Customer Personal Data integrated into HCSS’s systems is managed by secured file transfer from Customer and the authorized user/Data Subject.

6. Data Backup. HCSS ensures that backups are made on a regular basis and are secured and encrypted when storing data to protect against accidental destruction or loss when hosted by HCSS.

7. Incident Response. HCSS maintains incident procedures designed to investigate, respond to, mitigate, and notify of events related to Customer Personal Data.

8. Network Security. HCSS engages in network security controls to protect systems from intrusion and limit the scope of any successful attack.

9. Risk Management. HCSS utilizes vulnerability assessment, patch management, and threat protection technologies and scheduled monitoring procedures designed to identify, assess, mitigate, and protect against identified security threats, viruses, and other malicious code.

10. Business Continuity. HCSS maintains business continuity and disaster recovery procedures designed to maintain service and/or recovery from foreseeable emergency situations or disasters.

ANNEX III

LIST OF SUB-PROCESSORS

A current list of HCSS’s sub-processors is available at https://www.hcss.com/sub-processors/.

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Schedule 2

Standard Data Protection Clauses to be issued by the Commissioner under S119A(1) Data Protection Act 2018

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

VERSION B1.0, in force 21 March 2022

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

Table 1: Parties

Start date	Effective Date of Agreement
The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties’ details	Full legal name: Customer as identified in the Agreement  Trading name (if different):       Main address (if a company registered address): as specified in the Agreement Official registration number (if any) (company number or similar identifier):	Full legal name: Heavy Construction Systems Specialists, LLC Trading name (if different): HCSS Main address (if a company registered address): 13151 W Airport Blvd, Sugar Land, TX 77478 USA Official registration number (if any) (company number or similar identifier):
Key Contact	Full Name (optional): as specified in the Agreement Job Title: as specified in the Agreement Contact details including email: as specified in the Agreement	Full Name (optional): Forrest Parr Job Title: Director of Legal, Senior Counsel Contact details including email: privacy@hcss.com
Signature (if required for the purposes of Section ‎2)

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: Date:       Reference (if any):       Other identifier (if any):       Or ☒ 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	Omitted	Omitted	General	30 days
3
4

Table 3: Appendix Information

“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 1A: List of Parties: See Annex 1A of EU SCCs

Annex 1B: Description of Transfer: See Annex 1B of EU SCCs

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Annex II of EU SCCs

Annex III: List of Sub processors (Modules 2 and 3 only): See Annex III of EU SCCs

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: ☐ Importer ☐ Exporter ☒ neither Party

Part 2: Mandatory Clauses

Entering into this Addendum

1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum	This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix Information	As set out in Table ‎3.
Appropriate Safeguards	The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved Addendum	The template Addendum 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.
Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO	The Information Commissioner.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR.
UK	The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	As defined in section 3 of the Data Protection Act 2018.

4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section ‎10 will prevail.

10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
2. Sections ‎9 to ‎11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
3. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

13. Unless the Parties have agreed alternative amendments which meet the requirements of Section ‎12, the provisions of Section ‎15 will apply.

14. No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎12 may be made.

15. The following amendments to the Addendum EU SCCs (for the purpose of Section ‎12) are made:

1. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
2. In Clause 2, delete the words:

“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”;

3. Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

4. Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

5. Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

6. References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
7. References to Regulation (EU) 2018/1725 are removed;
8. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
9. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
10. Clause 13(a) and Part C of Annex I are not used;
11. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
12. In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

13. Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

14. Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

15. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

18. From time to time, the ICO may issue a revised Approved Addendum which:

1. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
2. reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

19. If the ICO issues a revised Approved Addendum under Section ‎18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

1. its direct costs of performing its obligations under the Addendum; and/or
2. its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

Alternative 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.

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