TAAP Privacy Terms – Controller to Controller Agreement (including the SCCs)

Schedule 4 (TAAP)

The original English version of this C2C Agreement may have been translated into other languages. In the event of an inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.

SCOPE:: Where each of Expedia and you are processing personal data as part of an agreement (which may be in the form of online clickwrap terms) entered into with the other party (pursuant to which you have been appointed as a marketing partner under TAAP, and all relevant activities connected to such activity referred to herein as the “Relevant Activities”), then this global controller to controller agreement (“C2C Agreement”) is supplemental to and applies to such agreement entered into between the parties in connection with the Relevant Activities (the “Agreement”), and sets out additional terms, requirements and conditions on which Expedia and you will each process personal data in connection with the Agreement. In this C2C Agreement, “Expedia”, “we” and “us” refers to Expedia, Inc. and/or any other Expedia Group company/ies party to the Agreement. “You” refers to the named entity stated on the Application as described in the Agreement (and all references to either Expedia or you will be construed as plural terms to the extent required by the Agreement).

1. DEFINITIONS AND INTERPRETATION

1.1 This C2C Agreement is subject to the terms of the Agreement and is incorporated into the Agreement. Interpretations and defined terms set out in the Agreement apply to the interpretation of this C2C Agreement unless otherwise defined in this C2C Agreement; and:

1. a. each of appropriate technical and organizational measures, controller, personal data, personal data breach, process/processing, and supervisory authority (or reasonably equivalent terms) shall have the meaning given to them in Applicable Data Protection Law;
2. b. Applicable Data Protection Law(s) means any applicable laws and regulations in any relevant jurisdiction, relating to the use or processing of personal data;
3. c. CBPR Country means a country that is a full or associate member of the CBPR System;
4. d. CBPR Party means an organization that holds a current certification under the CBPR System;
5. e. CBPR System means the Asia-Pacific Economic Cooperation Cross Border Privacy Rules System;
6. f. Permitted Purpose means the purpose of (i) fulfilling Bookings; (ii) providing support for Bookings; (iii) TAAP registration and account administration; (iv) payment of Commission and other amounts pursuant to the Agreement; (v) generating reports for you and any further processing required for reconciliation, complaints handling and similar activities connected with servicing the Agreement (vi) TAAP Account support; (vii) communications to TAAP Members and Sub-Users; (viii) improving our services, including optimizing the booking experience; (ix) creating reports for analytics, business intelligence and business reporting; (x) fraud prevention; (xi) responding to law enforcement requests and tax authority audit requests; (xii) facilitating business asset transactions (which may extend to any mergers, acquisitions or asset sales); and (xiii) otherwise complying with our obligations under the Agreement, Expedia’s privacy policy and applicable laws and (xiv) for the determination, calculation, reporting of Travel Taxes and other applicable taxation purposes as may be required from time to time;
7. g. DPFmeans an EU-US Data Privacy Framework certification with the US Department of Commerce or any replacement or supplementary certification mechanism approved by the European Commission (or other relevant national authority) from time to time; and includes any supplementary adequacy decisions issued by any other country that permit the extension of the DPF between the US and that third country (for example, without limitation, the United Kingdom and Switzerland);
8. h. DPF Country means a country in the EEA, United Kingdom, Switzerland and any other countries or regions whose relevant authorities have agreed to extend the operation of the DPF to that country/region;
9. i. EEAmeans the European Economic Area;
10. j. Restricted Transfer Country means any country in the European Economic Area, Switzerland, the United Kingdom and Brazil;
11. k. Restricted Transfer Data means Customer Data relating to a Booking made via a point of sale intended by us to be accessed by Customers in a Restricted Transfer Country;
12. l. Standard Contractual Clauses/SCCs means the approved European Commission’s Standard Contractual Clauses for the transfer of personal data from the European Union to third countries, as issued on 4 June 2021, as amended, replaced, supplemented, or superseded from time to time, and the full current version of which can be found following this link: https://commission.europa.eu/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en; and
13. m. TAAP Personal Data means personal data provided to us by you via the TAAP Website or otherwise processed in connection with TAAP itself or facilitating Bookings made using the TAAP Website.

RELATIONSHIP OF THE PARTIES

2. 1.2 You and we shall each collect and process personal data to fulfil our respective rights and obligations under the Agreement, as well as your and our respective responsibilities under applicable laws. As such, each of the parties shall: (i) process personal data as independent and autonomous controllers; (ii) comply with Applicable Data Protection Law; and (iii) be responsible for any of its acts or omissions in breach of Applicable Data Protection Law.

YOUR RESPONSIBILITIES

1.3 You must in particular: 

2. a. satisfy a legal basis in order to make available any TAAP Personal Data to us to process for the Permitted Purposes;
3. b. ensure that Customers are made aware, via your privacy policy and by any other appropriate means, that their personal data will be shared with us for the Permitted Purposes;
4. c. direct Customers to our privacy policy for more information about our handling of their personal data;
5. d. d. cooperate with and provide reasonable assistance to us to assist us with our compliance with Applicable Data Protection laws in the course of our processing of TAAP Personal Data in connection with the Agreement; and
6. e. satisfy a legal basis to send any marketing communications to Customers.

OUR RESPONSIBILITIES

1.4 We (and our Group Members, where applicable) shall: 

2. a. process TAAP Personal Data in connection only with a Permitted Purpose;
3. b. not divulge the whole or any part of the TAAP Personal Data to any person, except in connection with a Permitted Purpose;
4. c. cooperate with and provide reasonable assistance to you to assist you with your compliance with Applicable Data Protection Laws in the course of your Processing of TAAP Personal Data in connection with the Agreement; and
5. d. display and comply with our lawful and up-to-date cookie notice (if required) and our privacy policy on the TAAP Website.

CUSTOMERS AND THIRD PARTIES

1.5 You acknowledge that we:

2. a. may send emails to Customers relating to Bookings;
3. b. may transfer TAAP Personal Data (including banking data) to our third-party service providers for the purposes of:
   2. i. administering, managing and supporting you and your Representatives and Sub-Users’ TAAP Accounts;
   3. ii. providing support for Bookings; and
   4. iii. paying Commission and other amounts pursuant to the Agreement.

DATA SECURITY AND BREACHES

1.6 You and we, in our respective capacity as controllers, agree that we will:

2. a. maintain appropriate technical and organizational measures to protect the personal data they each process against a personal data breach; and
3. b. in the event of a confirmed personal data breach within systems under that party’s possession or control, promptly notify the other party if the personal data breach both (i) affects TAAP Personal Data that is also processed by the other party under the Agreement; and (ii) is reportable to a supervisory authority, providing full details of the same. In such event, both parties shall cooperate reasonably and in good faith to remedy or mitigate the effects of the personal data breach, and the reasonable costs of such cooperation shall be borne by the party that suffered the personal data breach.

CROSS-BORDER DATA TRANSFERS

1.7 Cross-border data transfers.: The Parties agree and acknowledge that in this clause 1.7, wherever the word ‘transfer’ is used, it includes access being provided by one controller/processor to another controller/processor and:

2. a. General: neither Party will (and shall not permit any other party to) transfer Relevant Personal Data outside the territory of origination unless that Party takes any required compliance measures to enable such transfer legally in accordance with Applicable Data Protection Law.
3. b. Asia-Pacific Region and CBPR: 
   2. i. The Parties agree and acknowledge that:
      2. A. a CBPR Party is bound by a legally enforceable set of obligations to provide comparable protection to Applicable Data Protection Laws; and
      3. B. Expedia is a CBPR Party.
   3. Where the Company is also a CBPR Party, the provisions of this paragraph (b) will be construed to apply two-way.
   4. ii. Subject to paragraph (iii) below, the Parties agree that where:
      2. A. Relevant Personal Data is being transferred from one CBPR Country to another CBPR Country; and
      3. B. the data importer is a CBPR Party,
   5. then, to the extent that and for so long as the CBPR System is a recognized method of transfer by a relevant supervisory authority, the CBPR System shall be the agreed mechanism for cross-border transfers of Relevant Personal Data to such CBPR Party.
   6. iii. The CBPR System will only apply for transfers that involve at least one of the Parties being located in an Asia-Pacific Region country that is also a CBPR Country.
   7. iv. Expedia confirms that it will provide at least the same level of protection for the Relevant Personal Data as is required under the CBPR System; and it will promptly notify the other Party if it makes a determination that it can no longer provide this level of protection. In such event, or if the other Party otherwise reasonably believes that Expedia is not protecting the Relevant Personal Data to the standard required under the CBPR System, the other Party may either:
      2. A. instruct Expedia to take reasonable and appropriate steps to stop and remediate any unauthorized processing, in which event the Parties will promptly cooperate in good faith to identify, agree and implement such steps;
      3. B. agree on an alternate safeguard that may apply to the processing under Applicable Data Protection Law; or
      4. C. if (A) and (B) fail to resolve the issue, terminate this C2C Agreement and the Agreement (or, at the other Party’s election, any affected portion thereof) without penalty by giving notice to Expedia.
   8. If the other Party also holds a current CBPR System certification, then the above provisions will be deemed to apply as if the obligations are two-way.
4.  
5. c. DPF: : The Parties agree that in respect of transfers of Restricted Transfer Data between the Parties to the United States or to a country which has not been deemed "adequate" under the Applicable Data Protection Laws of the originating Restricted Transfer Country:
   2. i. to the extent that and for so long as the DPF is a recognized method of transfer by a relevant authority, the DPF shall be the agreed mechanism for cross-border transfers of data originating from a Restricted Transfer Country to Expedia in the United States; and
   3. ii. to the extent that and for so long as the DPF is not a valid method of transfer (including for transfers of Restricted Transfer Data to a country which has not been deemed "adequate" under the Applicable Data Protection Law of the originating Restricted Transfer Country), the SCCs shall apply to such transfers and we will enter into them on the basis set out in paragraph (h) below. Where Company also holds a current DPF certification, transfers of Restricted Transfer Data to Company can similarly be made under the DPF with SCCs as a fallback mechanism as set out in this paragraph and all relevant paragraphs on the DPF will be construed to apply two-way.
6. d. With regards to the DPF, Expedia agrees that it will provide the same level of protection as required by the DPF. If Company reasonably believes we are not protecting the Restricted Transfer Data to the standard required by the DPF, Expedia may either:
   2. i. rely on the SCCs as set out in paragraph (h) below;
   3. ii. if SCCs are not a viable or appropriate solution, propose to Company reasonable and appropriate steps to stop and remediate any unauthorized processing, which we will in good faith implement using commercially reasonable efforts; or
   4. iii. if the fallbacks in paragraphs (i) or (ii) above are not viable, terminate this C2C Agreement and the Agreement without penalty.
7. e. If Company is certified under the DPF, Company will comply with the Notice and Choice Principles of the DPF (as defined in the EU-US DPF). For the avoidance of doubt, if Company is not DPF-certified or accessing or receiving the Restricted Transfer Data in a country deemed ‘adequate’ by the European Commission, then the SCCs will be relied on for transfers of Restricted Transfer Data from Expedia to Company.
8. f. The Parties agree that they may each disclose this C2C Agreement and any relevant privacy provisions in the Agreement to the US Department of Commerce, the Federal Trade Commission, any European data protection authority, or any other US or EU judicial or regulatory body upon their request and that any such disclosure shall not be deemed a breach of confidentiality.
9. g. Extension of SCCs to Non-Restricted Transfer Countries: In relation to transfers of Relevant Personal Data between the Parties originating from a country that is not a Restricted Transfer Country but is otherwise subject to safeguards that, according to Applicable Data Protection Law, must be applied before a transfer can be made of that Relevant Personal Data outside of the country of origin (each a Non-Restricted Transfer Country ), then the Parties agree that:
   2. i. the SCCs set out in paragraph (h) below shall be deemed to extend to such additional transfers to the extent that such deemed extension would satisfy the safeguards of that particular country; and/or
   3. ii. where the measures set out in paragraph (h) below are insufficient or require supplementary measures, the parties agree to take such further measures, including, for example, execution of relevant documents, collection of consent, making of required filings, as may be required from to time in order to satisfy Applicable Data Protection Law.
10. h.SCCs: Subject to the preceding paragraphs of clause 3.4, the Parties hereby agree to enter into the SCCs which are incorporated by reference into the Agreement on an unchanged basis save for the following selections:
    2. i. Where Company is located inside the European Economic Area or otherwise in a country deemed “adequate” in accordance with Article 45 of the GDPR, (Adequate Country) Module one (1) of the SCCs will apply one-way only in respect of transfers from Company to Expedia. Otherwise, Module one (1) applies two-way to cover transfers from both Company to Expedia and Expedia to Company.
    3. ii. For the purposes of clause 11(a) of the SCCs, the optional language is deleted.
    4. iii. For the purposes of clause 13 of the SCCs, the relevant paragraph is “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”.
    5. iv. For the purposes of clause 17 of the SCCs, the governing law is Ireland.
    6. v. For the purposes of clause 18(b) of the SCCs, the selection is Ireland.

    7. vi. Restricted Transfer Data.A new clause 19 is added to the SCCs to cover transfers of personal data originating from the United Kingdom, Switzerland, Brazil, Saudi Arabia or Thailand to a country that is neither deemed adequate under the Applicable Data Protection Law of the originating country nor is otherwise exempt from requiring entry into standard contractual clauses as follows:

       “Clause 19

       UK, Swiss, Brazilian, Saudi and Thai Transfers

       The Parties agree that these Clauses will extend and apply, to the extent relevant to the transfer in question, to cover extra-territorial transfers that fall under the scope of the Reference Privacy Law (referred to in this Clause as a Reference Transfer ). For the purposes of such Reference transfers, the governing law shall be deemed to be the relevant Reference Governing Law, the choice of forum shall be the Reference Country, and the Reference Supervisory Authority shall be the competent supervisory authority. The Parties further agree that such further changes shall be construed to be made to the Clauses in respect of a Reference transfer as are deemed necessary by the Reference Supervisory Authority to comply with the Reference Privacy Laws, and the Clauses shall be interpreted in accordance with the requirements for Reference transfers arising under those laws or as otherwise set out in guidance issued by the Reference Supervisory Authority, without the Parties having to enter into separate standard contractual clauses prepared specifically for their Reference transfers. The Parties shall further do all such acts and things as may be necessary to ensure compliance with the Reference Privacy Laws when engaging in Reference transfers.

       Country	Reference Privacy Law	Reference Transfer	Reference Governing Law	Reference Country	Reference Supervisory Authority
       United Kingdom	UK GDPR and Data Protection Act 2018	UK Transfer	United Kingdom	United Kingdom	Information Commissioner's Office (ICO)
       Switzerland	Federal Act of Data Protection (FADP)	Swiss Transfer	Switzerland	Switzerland	Federal Data Protection and Information Commissioner (FDPIC)
       Brazil	Brazilian General Data Protection Law No. 13,709/18 (Lei Geral de Proteção de Dados)	Brazilian Transfer	Brazil	Brazil	Brazil's National Data Protection Authority (ANDP)
       Saudi Arabia	Personal Data Protection Law (PDPL)	Saudi Transfer	Saudi Arabia	Saudi Arabia	Saudi Authority for Data and Artificial Intelligence (SDAIA)
       Thailand	Personal Data Protection Act B.E. 2562 (2019) (PDPA)	Thai Transfer	Thailand	Thailand	Personal Data Protection Committee (PDPC)

    8.  
    9. vii. All references to Reference Privacy Law mean the reference laws as amended, supplemented or replaced from time to time.
    10. viii. All references to a Reference Supervisory Authority mean the referenced authority or any successor body to it.
    11. ix. In relation to the United Kingdom, the provisions of the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses shall apply as set out in the form attached as the Addendum.”
    12. x. Third country transfers: A new clause 20 is added to cover transfers of personal data from any other country not hitherto specified where the SCCs may be extended to ensure appropriate safeguards for transfers of personal data originating from that country to a party located outside of that country as follows:

“Clause 20

Other third country transfers

The Parties agree that these Clauses will extend and apply, to the extent relevant to the transfer in question, to cover cross-border transfers that fall under the scope of any other applicable laws and regulations in any relevant jurisdiction, relating to the use or processing of personal data (Applicable Data Protection Laws ) requiring terms and protections broadly equivalent to these Clauses in order to transfer personal data from that country (referred to in this clause as the Third Country) to another (referred to in this Clause as a Third Country transfer). For the purposes of such Third Country transfers, the governing law shall be deemed to be the laws of the Third Country, the choice of forum shall be the Third Country and the data protection authority or other relevant regulatory body of that country shall be the competent supervisory authority. The Parties further agree that such further changes shall be construed to be made to the Clauses in respect of a Third Country transfer as are deemed necessary by such supervisory authority to comply with the Applicable Data Protection Law of that Third Country, and the Clauses shall be interpreted in accordance with the requirements for Third Country transfers arising under those laws or as otherwise set out in guidance issued by the relevant supervisory authority, without the Parties having to enter into separate standard contractual clauses prepared specifically for their Third Country transfers. The Parties shall further do all such acts and things as may be necessary to ensure compliance with the Applicable Data Protection Law(s) when engaging in Third Country transfers.”

1.8 For the purpose of SCCs:: Annex one (1) (SCCs Processing Overview) of this Part five (5) (C2C Processing Overview) will constitute Annex one (1) of the SCCs;

2. a. Where the Company is the data importer under the SCCs, Part two (2) (Security Measures) and Part three (3) (Business Continuity) of the Requirements will constitute Annex two (2) (Technical and Organizational Measures) of the SCCs in relation to Company; and
3. b. Where Expedia is the data importer under the SCCs, Annex two (2) (Technical and Organizational Measures) to this Part five (5) will constitute Annex two (2) (Technical and Organizational Measures) of the SCCs in relation to Expedia.

1.9 ADDITIONAL OBLIGATIONS:

2. a. Solely for the purposes of this Section 1.9, the terms "access," "bulk," "country of concern," "covered data transaction," "covered person," "sensitive personal data," and "US person" shall have the meanings ascribed to them in 28 CFR Part 202 ("DOJ Bulk Sensitive Data Rules").
3. b. Without limitation to Company's other obligations under the Agreement, to the extent that Company receives, derives, or otherwise processes sensitive personal data relating to US persons in connection with the Agreement, Company shall:
4. c. not transfer or onward transfer such sensitive personal data to, or otherwise enable access to such sensitive personal data by
   1. i. a covered person or country of concern; or
   2. ii. any subcontractor, affiliate or third party, except where contractual protections equivalent to this clause are in place;
5. d. not engage in any other activity or conduct that would otherwise result in a violation of the DOJ Bulk Sensitive Data Rules by Expedia or Company; and
6. e. promptly report to Expedia any known or suspected violations of this clause.
7. f. Company confirms that for these Requirements, Company is in compliance with 28 CFR Part 202 and any other prohibitions, restrictions or provisions applicable to the data subject to these Requirements. Company agrees to certify Company's compliance with 28 CFR Part 202 to Expedia, upon reasonable request. Company agrees to not evade or avoid, cause a violation of, or attempt to violate any of the prohibitions set forth in Executive Order 14117 or 28 CFR Part 202.

1.10 TERM AND TERMINATION:

2. a. This C2C Agreement will remain in full force and effect so long as the Agreement remains in effect.
3. b. Any provision of this C2C Agreement that expressly or by implication should come into or continue in force on or after termination of the Agreement in order to protect Controller Personal Data will remain in full force and effect.

1.11 Subject to Clause 1.7 above, you and we hereby agree to enter into the SCCs on an unchanged basis save for the following selections::

2. a. where you are located in a Restricted Transfer Country or otherwise in a country deemed “adequate” in accordance with Article 45 of the GDPR, Module one (1) only of the SCCs will apply one-way in respect of transfers from you to Expedia. Otherwise, Module One SCCs apply two-way to cover both transfers from us to you, and from you to us.
3. b. For the purposes of clause 11(a) of the SCCs, the optional language is deleted.
4. c. For the purposes of clause 13 of the SCCs, the relevant paragraph is “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.”
5. d. For the purposes of clause 17 of the SCCs, the governing law is Ireland.
6. e. For the purposes of clause 18(b) of the SCCs, the selection is Ireland.
7. f. A new clause 19 is added to the SCCs to cover transfers of personal data from the United Kingdom to outside of the United Kingdom as follows:

ANNEX I – SCCs PROCESSING OVERVIEW

MODULE ONE: Controller to Controller (you to us)

A. LIST OF PARTIES

Data exporter(s):

Data importer(s): 

B. DESCRIPTION OF TRANSFER

C. COMPETENT SUPERVISORY AUTHORITY

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

Irish Data Protection Authority

MODULE ONE: Controller to Controller (us to you)

A. LIST OF PARTIES

Data exporter(s): 

The Party/ies identified as Data Importers in Module one (1) (you to us) above. See above for further details.

Data importer(s):

The Party/ies identified as Data Exporter(s) in Module one (1) (you to us) above. See above for further details.

B. DESCRIPTION OF TRANSFER

C. COMPETENT SUPERVISORY AUTHORITY

As per Module one (1)

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES 

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (Addendum)

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.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

Part 3: Mandatory Clauses

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.

Last Update Date January 1, 2026