Data processing agreement

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

• 'Agreement' means this Data Processing Agreement and all its sections.
• 'Company Personal Data' means any Personal Data Processed by a Contracted Processor on behalf of the Company according to or in connection with the Principal Agreement.
• 'Contracted Processor' means a Subprocessor.
• 'Data Protection Laws' means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.
• 'EEA' means the European Economic Area.
• '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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced, or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
• 'GDPR' means EU General Data Protection Regulation 2016/679.
• '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 Subprocessor, or between two establishments of a Contracted Processor, in each case where such transfer would be prohibited by Data Protection Laws.
• 'Services' means the services the Company provides.
• 'Subprocessor' means any person appointed by or on behalf of 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.

2.1 Processor shall:

• Comply with all applicable Data Protection Laws in the Processing of Company Personal Data.
• 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.

3.1 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/access the relevant Company Personal Data, as strictly necessary for 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.

4.1 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.

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

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

6.2 Processor shall:

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

7.1 Processor shall notify the Company without undue delay upon becoming aware of a Personal Data Breach affecting Company Personal Data, providing the 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 reasonable commercial steps as directed by the Company to assist in the investigation, mitigation, and remediation of each such Personal Data Breach.

8.1 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 the Company reasonably considers to be required by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law.

9.1 Subject to this section, Processor shall promptly and in any event within 10 business days from the date of cessation of any Services involving the Processing of Company Personal Data (the 'Cessation Date'), delete and procure the deletion of all copies of Company Personal Data.

10.1 Subject to this section, 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 this section to the extent that the Agreement does not otherwise give those rights meeting the relevant requirements of Data Protection Laws.

11.1 The Processor may not transfer or authorize the transfer of Company Personal Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the EEA to a country outside the EEA, 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.

12.1 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 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 contact details set out in this Agreement or such other contact details as notified from time to time by the Parties.

13.1 This Agreement is governed by the laws of France.

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

By using InsertChat's services, you ('the Company') agree to the terms and conditions outlined in this Data Processing Agreement, the InsertChat Terms of Service, and the InsertChat Privacy Policy. This Agreement is automatically applicable to all users of InsertChat's services and does not require a physical signature.