Data Processing Agreement

Data Processing Agreement

This Data Processing Agreement ("Agreement") forms part of the Contract for Services ("Principal Agreement") between:

and

WHEREAS

• (A) The Company acts as a Data Controller.
• (B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
• (C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with Regulation (EU) 2016/679 (General Data Protection Regulation, "GDPR").
• (D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 In this Agreement, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

• 1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;
• 1.1.2 "Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of the Company pursuant to or in connection with the Principal Agreement;
• 1.1.3 "Contracted Processor" means the Data Processor or a Subprocessor;
• 1.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
• 1.1.5 "EEA" means the European Economic Area;
• 1.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
• 1.1.7 "GDPR" means EU General Data Protection Regulation 2016/679;
• 1.1.8 "Data Transfer" means a transfer of Company Personal Data from the Company to a Contracted Processor; or an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
• 1.1.9 "Services" means software development, design, AI/ML integration, infrastructure, quality assurance, and related digital product engineering services provided by the Data Processor to the Company under the Principal Agreement;
• 1.1.10 "Subprocessor" means any person appointed by or on behalf of the Processor to process Personal Data on behalf of the Company in connection with the Agreement.

1.2 The terms "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

• comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
• not Process Company Personal Data other than on the relevant Company's documented instructions.

2.2 The Company instructs Processor to process Company Personal Data for the purposes described in the Principal Agreement and as otherwise agreed in writing between the Parties.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know or access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with applicable laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

4.3 Without limiting the generality of section 4.1, the Processor implements at minimum:

• encryption of personal data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent);
• role-based access controls;
• multi-factor authentication for all personnel accessing production systems;
• logging and monitoring of access to Company Personal Data;
• pseudonymization of personal data in non-production environments where technically feasible; and
• segregation of client data between engagements.

5. Subprocessing

5.1 The Company grants the Processor general written authorization to engage subprocessors for the purpose of providing the Services, subject to the conditions in this section 5.

5.2 The current list of subprocessors is published at https://complete-solution.eu/legal/sub-processors.

5.3 The Processor shall notify the Company of any intended additions or replacements of subprocessors at least thirty (30) days in advance, giving the Company the opportunity to object on reasonable grounds related to data protection.

5.4 The Processor shall impose on each subprocessor data protection obligations no less protective than those set out in this Agreement, by means of a written contract.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company's obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

• promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
• ensure that it does not respond to that request except on the documented instructions of Company or as required by applicable laws to which the Processor is subject, in which case Processor shall to the extent permitted by applicable laws inform Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Company without undue delay and in any event within seventy-two (72) hours upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall cooperate with the Company and take such reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or Return of Company Personal Data

9.1 At the choice of the Company, the Processor shall delete or return all Company Personal Data to the Company after the end of the provision of services relating to processing, and delete existing copies, unless Union or Member State law requires storage of the personal data.

9.2 Such deletion or return shall be completed within ten (10) business days of the Cessation Date.

10. Audit Rights

10.1 Subject to sections 10.2 to 10.4, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

10.3 The Company shall give Processor reasonable notice of any audit or inspection to be conducted under section 10.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Contracted Processors' premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection.

10.4 A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection: to any individual unless he or she produces reasonable evidence of identity and authority; outside normal business hours at those premises; or for the purposes of more than one audit or inspection, in respect of each Contracted Processor, in any calendar year, except for any additional audits or inspections which the Company reasonably considers necessary because of genuine concerns as to a Contracted Processor's compliance with this Agreement, or which the Company is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws.

11. Data Transfers

11.1 The Processor may transfer Company Personal Data to countries outside the European Economic Area only where one of the following conditions is met:

• (a) the country benefits from an adequacy decision of the European Commission;
• (b) the transfer is subject to appropriate safeguards under Article 46 GDPR, including EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), supplemented by a Transfer Impact Assessment in accordance with EDPB Recommendations 01/2020; or
• (c) another lawful basis under Chapter V GDPR applies.

11.2 Specifically, the Processor engages personnel and subprocessors located in Ukraine (Kharkiv engineering hub). For these transfers, the Processor relies on Module 3 of the SCC 2021/914 (processor-to-subprocessor), supplemented by a Transfer Impact Assessment available at https://complete-solution.eu/legal/tia and the technical and organizational measures listed in section 4.3.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that disclosure is required by law, the information is in the public domain, or the information was independently developed by the receiving Party.

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of the Slovak Republic, without regard to its conflict-of-law provisions.

13.2 Any dispute arising in connection with this Agreement which the Parties are unable to resolve amicably shall be submitted to the exclusive jurisdiction of the competent courts in the Slovak Republic, subject to mandatory provisions of GDPR concerning data subject rights.