Data Processing Agreement

Scope: This Data Processing Agreement applies to the personal data of your end users (visitors who chat on your website through the Heyo widget). It is different from the data about you as a Heyo customer, which is governed by our Privacy Policy.

This Data Processing Agreement ("Agreement") forms part of the Contract for Services ("Principal Agreement") between (the "Company", "Data Processor") and the Customer (the "Data Controller") (together as the "Parties").

WHEREAS

• (A) The Customer acts as a Data Controller.
• (B) The Customer wishes to use certain Services provided by the Company, which involve the processing of personal data from the Customer's end users (visitors who interact with the Customer's chat widget).
• (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 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 (General Data Protection Regulation).
• (D) The Parties wish to lay down their rights and obligations.

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

• 1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;
• 1.1.2 "Customer Personal Data" means any Personal Data of the Customer's end users (chat visitors) Processed by the Company on behalf of Customer pursuant to or in connection with the Principal Agreement;
• 1.1.3 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
• 1.1.4 "EEA" means the European Economic Area;
• 1.1.5 "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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
• 1.1.6 "GDPR" means EU General Data Protection Regulation 2016/679;
• 1.1.7 "Services" means the customer communication, chat, and engagement services the Company provides;
• 1.1.8 "Subprocessor" means any person appointed by or on behalf of Company to process Personal Data on behalf of the Customer in connection with the Agreement.

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

2. Processing of Customer Personal Data

2.1 Company shall:

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

2.2 The Customer instructs Company to process Customer Personal Data for the purposes of providing the Services as described in the Principal Agreement.

3. Company Personnel

Company shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Customer 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 Company, 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, Company shall in relation to the Customer 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, Company shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1 Company shall not appoint (or disclose any Customer Personal Data to) any Subprocessor unless required or authorized by the Customer.

5.2 The Customer provides general authorization for Company to engage Subprocessors to assist in providing the Services. Company shall inform the Customer of any intended changes concerning the addition or replacement of Subprocessors, giving the Customer the opportunity to object to such changes.

5.3 Any Subprocessors engaged by the Company shall be bound by data protection obligations no less protective than those in this Agreement.

6. Data Subject Rights

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

6.2 Company shall:

• 6.2.1 promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
• 6.2.2 ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws.

7. Personal Data Breach

7.1 Company shall notify Customer without undue delay upon Company becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

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

8. Data Protection Impact Assessment and Prior Consultation

Company shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law.

9. Deletion or Return of Customer Personal Data

9.1 Subject to this section 9, Company shall promptly and in any event within thirty (30) business days of the date of cessation of any Services involving the Processing of Customer Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Customer Personal Data.

9.2 Company may retain Customer Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that Company shall ensure the confidentiality of all such Customer Personal Data and shall ensure that such Customer Personal Data is only processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.

10. Audit Rights

10.1 Subject to this section 10, Company shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by the Company.

10.2 Information and audit rights of the Customer 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.

11. Data Transfer

11.1 The Company processes and stores all Customer Personal Data on servers located within the European Union. The Company shall not transfer or authorize the transfer of Customer Personal Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Customer.

11.2 If personal data processed under this Agreement needs to be transferred from the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

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:

• (a) disclosure is required by law;
• (b) the relevant information is already in the public domain.

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 Singapore.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Singapore.