Data Protection Addendum

Introduction

This Data Processing Agreement ("DPA") forms part of the Terms of Use (or other similarly titled written or electronic agreement addressing the same subject matter) ("Agreement") between Customer (as defined in the Agreement) and "Explaino" under which the Processor provides the Controller with the software and services (the "Services"). The Controller and the Processor are individually referred to as a "Party" and collectively as the "Parties". The Parties seek to implement this DPA to comply with the requirements of EU GDPR (defined hereunder) in relation to Processor's processing of Personal Data (as defined under the EU GDPR) as part of its obligations under the Agreement.

1. Definitions

Terms not otherwise defined herein shall have the meaning given to them in the EU GDPR or the Agreement. The following terms shall have the corresponding meanings assigned to them below:

1.1. "Data Transfer"

means a transfer of the Personal Data from the Controller to the Processor, or between two establishments of the Processor, or with a Sub-processor by the Processor.

1.2. "EU GDPR"

means the 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 and repealing Directive 95/46/EC (General Data Protection Regulation).

1.3. "Standard Contractual Clauses"

means the contractual clauses attached hereto as Schedule 1 pursuant to the European Commission's Implementing Decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of Personal Data to processors established in third countries which do not ensure an adequate level of data protection.

1.4. "Controller"

means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.

1.5. "Processor"

means a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.

1.6. "Sub-processor"

means a processor/sub-contractor appointed by the Processor for the provision of all or parts of the Services and Processes the Personal Data as provided by the Controller.

2. Purpose of this Agreement

This DPA sets out various obligations of the Processor in relation to the Processing of Personal Data and shall be limited to the Processor's obligations under the Agreement. If there is a conflict between the provisions of the Agreement and this DPA, the provisions of this DPA shall prevail.

3. Categories of Personal Data and Data Subjects

The Controller authorizes permission to the Processor to process the Personal Data to the extent of which is determined and regulated by the Controller. The current nature of the Personal Data is specified in Annex I to Schedule 1 to this DPA.

4. Purpose of Processing

The objective of Processing of Personal Data by the Processor shall be limited to the Processor's provision of the Services to the Controller and or its Client, pursuant to the Agreement.

5. Duration of Processing

The Processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing by the Controller.

6. Data Controller's Obligations

• •6.1. The Data Controller shall warrant that it has all necessary rights to provide the Personal Data to the Data Processor for the Processing to be performed in relation to the agreed services. To the extent required by Data Privacy Laws, Data Controller is responsible for ensuring that it provides such Personal Data to Data Processor based on an appropriate legal basis allowing lawful processing activities.
• •6.2. The Data Controller shall provide all natural persons from whom it collects Personal Data with the relevant privacy notice.
• •6.3. The Data Controller shall request the Data Processor to purge Personal Data when required by the Data Controller or any Data Subject unless the Data Processor is otherwise required to retain the Personal Data by applicable law.
• •6.4. The Data Controller shall immediately advise the Data Processor in writing if it receives or learns of any complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Data.
• •6.5. The Data Controller shall notify the Data Processor of any requests from individuals seeking to access, correct, or delete Personal Data, or any inquiry relating to the collection, processing, use, or transfer of Personal Data.

7. Data Processor's Obligations

• •7.1. The Processor will follow written and documented instructions received from the Controller, including email, with respect to the Processing of Personal Data.
• •7.2. The Processing described in the Agreement and the relating documentation shall be considered as Instruction from the Controller.
• •7.3. At the Data Controller's request, the Data Processor will provide reasonable assistance to the Data Controller in responding to requests by Data Subjects in exercising their rights.
• •7.4. In relation to the Personal Data, Data Processor shall obtain consent (where necessary) and/or provide notice to the Data Subject in accordance with Data Protection Laws.
• •7.5. The processor shall inform the controller if, in its opinion, a processing instruction infringes applicable legislation or regulation.
• •7.6. As a Data Processor, the Data Processor shall assist the data controller in conducting any necessary Data Protection Impact Assessments (DPIAs), as required under GDPR.

8. Data Secrecy

• •8.1. To Process the Personal Data, the Processor will use personnel who are informed of the confidential nature of the Personal Data and perform the Services in accordance with the Agreement.
• •8.2. The Processor will regularly train individuals having access to Personal Data in data security and data privacy in accordance with accepted industry practice and shall ensure that all Personal Data is kept strictly confidential.
• •8.3. The Processor will maintain appropriate technical and organizational measures for protection of the security, confidentiality, and integrity of the Personal Data as per mutually agreed standards.

9. Audit Rights

• •9.1. Upon Controller's reasonable request, the Processor will make available to the Controller information as is reasonably necessary to demonstrate Processor's compliance with its obligations under the EU GDPR or other applicable laws.
• •9.2. When the Controller wishes to conduct an audit at Processor's site, it shall provide at least fifteen (15) days' prior written notice to the Processor; the Processor will provide reasonable cooperation and assistance.
• •9.3. The Controller shall bear the expense of such an audit.

10. Mechanism of Data Transfers

Any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic Area (the "EEA") shall only take place in compliance as detailed in Schedule 1 to the DPA. Where such model clauses have not been executed at the same time as this DPA, the Processor shall not unduly withhold the execution of such template model clauses.

11. Sub-processors

• •11.1. The Controller acknowledges and agrees that the Processor may engage a third-party Sub-processor(s) in connection with the performance of the Services, provided such Sub-processor(s) take technical and organizational measures to ensure confidentiality of Personal Data. The current Sub-processors engaged by the Processors are listed in Annex III of Schedule 1. The Processor shall notify the Controller at least thirty (30) calendar days in advance of any intended changes.
• •11.2. In accordance with Article 28(4) of the GDPR, the Processor shall remain liable to Controller for any failure on behalf of a Sub-processor to fulfil its data protection obligations.
• •11.3. If the Controller has a concern regarding a Sub-processor, the Processor and Controller shall confer in good faith to address such concern.

12. Personal Data Breach Notification

• •12.1. The Processor shall maintain defined procedures in case of a Personal Data Breach (as defined under the GDPR) and shall without undue delay notify Controller if it becomes aware of any Personal Data Breach unless such breach is unlikely to result in a risk.
• •12.2. The Processor shall provide the Controller with all reasonable assistance to comply with notification of Personal Data Breach to Supervisory Authority and/or the Data Subject.
• •12.3. Processor's notification of or response to a Personal Data Breach will not be construed as an acknowledgement by Processor of any fault or liability with respect to the data incident.

13. Return and Deletion of Personal Data

• •13.1. The Processor shall at least thirty (30) days from the end of the Agreement or cessation of the Processor's Services, whichever occurs earlier, return to the Controller all the Personal Data, or if the Controller so instructs, delete it.
• •13.2. The Processor shall return such Personal Data in a commonly used format or in the current format in which it was stored at discretion of the Controller.
• •13.3. The Processor shall delete Personal Data including all copies as soon as reasonably practicable following the end of the Agreement.

14. Technical and Organizational Measures

Having regard to the state of technological development and the cost of implementing any measures, the Processor will take appropriate technical and organizational measures against the unauthorized or unlawful processing of Personal Data and against the accidental loss, destruction or damage to Personal Data to ensure a level of security appropriate to the harm that might result and the nature of the data to be protected [including the measures stated in Annex II of Schedule 1].

SCHEDULE 1 - DETAILS OF PROCESSING

A. List of Parties

Data Exporter (Controller)

Data Importer (Processor)

B. Description of Transfer

Categories of Data Subjects

Customer's authorized users of the Services.

Categories of Personal Data Transferred

Name, Address, Date of Birth, Age, Education, Email, Gender, Image, Job, Language, Phone, Related person, Related URL, User ID, Username.

Sensitive Data

No sensitive data is routinely collected. Applied restrictions and safeguards fully take into consideration the nature of the data and the risks involved, such as strict purpose limitation, access restrictions, and additional security measures.

Frequency of Transfer

Continuous basis - data is transferred on a continuous basis as required for service provision.

Nature of Processing

Processing of voice data, call recordings, transcriptions, and related customer data for the provision of voice AI services.

Purpose of Transfer

The purpose of the transfer is to facilitate the performance of the Services more fully described in the Agreement and accompanying order forms.

Retention Period

The period for which Customer Personal Data will be retained is more fully described in the Agreement, Addendum, and accompanying order forms.

Sub-processors Processing

The subject matter, nature, and duration of the Processing is more fully described in the Agreement, Addendum, and accompanying order forms.

C. Competent Supervisory Authority

Data exporter is established in an EEA country. The competent supervisory authority is as determined by application of Clause 13 of the EU Standard Contractual Clauses.

ANNEX II - TECHNICAL AND ORGANIZATIONAL MEASURES

Security Measures

Description of the technical and organisational security measures implemented by Explaino as the data processor/data importer to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing.

Security Management System

• •Organization: Explaino designates qualified security personnel whose responsibilities include development and maintenance of the Information Security Program.
• •Policies: Management reviews and supports all security-related policies to ensure security, availability, integrity, and confidentiality. Policies are updated at least once annually.
• •Assessments: Explaino engages independent third-parties to perform risk assessments of systems containing Customer Personal Data at least once annually.
• •Risk Treatment: Explaino maintains a formal risk treatment program including penetration testing, vulnerability management, and patch management.
• •Vendor Management: Explaino maintains an effective vendor management program.
• •Incident Management: Explaino reviews security incidents regularly, including determination of root cause and corrective action.
• •Standards: Explaino operates an information security management system complying with ISO/IEC 27001:2022 standard.

Personnel Security

Explaino personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Explaino conducts reasonably appropriate background checks on employees who will have access to client data.

• •Personnel are required to execute a confidentiality agreement in writing at the time of hire.
• •Personnel handling Customer Personal Data are required to complete additional training appropriate to their role.
• •Explaino's personnel will not process Customer Personal Data without authorization.
• •Personnel are provided with privacy and security training on implementation and compliance.

Access Controls

• •Access Management: Explaino maintains a formal access management process to limit access to Customer Personal Data to properly authorized persons only. Access reviews are conducted periodically.
• •Infrastructure Security: Explaino has security personnel responsible for ongoing monitoring of the security infrastructure and responding to security incidents.
• •Authentication: Administrators and end users must authenticate via Multi-Factor authentication or single sign-on system to use the Services.
• •Internal Data Access Policies: Systems are designed to only allow authorized persons access based on "least privilege" and "need to know" principles.
• •Password Policies: Passwords follow industry standard practices including complexity, expiry, lockout, and restrictions on reuse.

Data Center and Network Security

ANNEX III - LIST OF SUB-PROCESSORS

Authorized Sub-processors

The Controller has authorized the use of the following sub-processor(s):

Contact Information

For any questions about this Data Protection Addendum, please contact:

Data Protection Officer