Implementation of Revised European Union Standard Contractual Clauses (SCCs)
This information is regarding an important development requiring prompt action from suppliers engaged with Unilever with respect to international transfers of personal data under their agreement with Unilever.
In June 2021, the European Commission approved new Standard Contractual Clauses (“Revised EU SCCs”) for the cross-border transfer of personal data, which are to replace the current Commission-approved Standard Contractual Clauses (“Original EU SCCs”). The Swiss government subsequently approved certain amendments to the Revised EU SCCs for Swiss-originating transfers of personal data in August 2021, and in February 2022, the UK Government published a “UK Addendum” to provide for the use of Revised EU SCCs for UK-originating transfers of personal data.
1) Effect of Revised EU SCCs
Importantly implementation of Revised EU SCCs is a legal requirement. Parties who have entered into the Original EU SCCs must from 27 December 2022, incorporate the Revised EU SCCs into their existing contractual agreements, otherwise transfers by Unilever to you of personal data using the Original EU SCCs outside of the EEA will no longer be lawful.
The sole purposes of the attached Amendment to the existing Agreement is to implement the Revised EU SCCs in place of the Original EU SCCs, as applicable. We are not attempting to amend or renegotiate any other provisions of our existing agreement.
It should be noted that the new SCCs are standard form terms that are published by the European Commission and cannot be substantively amended. Consequently, there is very limited scope for negotiation.
2) How are the new SCCs being incorporated into our agreement?
The Amendment incorporates the new SCCs, the UK and Swiss Addenda by reference into suppliers’ existing agreement(s) with Unilever unless we have already entered into an amendment to incorporate the new SCCs with the supplier. This means that the new SCCs will automatically form part of suppliers’ existing agreement(s) with Unilever as of 27th of December 2022. If a supplier wishes to sign the Amendment they may print the attached document and do so on page 3.
The Amendment ensures that the appropriate module(s) of the new SCCs (e.g. controller to controller; controller to processor; processor to processor) will apply, depending on the nature of the data flows under our agreement(s). The Amendment also makes all necessary selections for the purposes of the optional clauses of the new SCCs.
3) How does this affect a supplier if there are no Relevant Transfers taking place under their agreement with us?
The new SCCs are explicitly stated to apply solely in circumstances where, in the absence of the new SCCs, the transfer would be unlawful under the GDPR, UK GDPR or other applicable laws. Consequently, if no such transfers are taking place under our agreement(s), the new SCCs will not engage.