Data Processing Agreement

1. Definitions

In addition to capitalised terms defined elsewhere in this DPA, the following terms have the meanings set out below:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for the purposes of this definition means direct or indirect ownership or control of at least 75% of the voting interests of the subject entity;
• the terms "Commission", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Special Categories of Data", "Process/Processing", "Controller", "Processor" and "Supervisory Authority" have the meanings given to them in the GDPR (or, where the same or similar terms are used under other applicable Data Protection Laws, the meanings given to such terms under those Data Protection Laws);
• "Client" means the person or entity that has accepted the Agreement in order to use AskWatch, and any of its Affiliates;
• "Client's Personal Data" means any Personal Data processed by the Vendor on behalf of the Client pursuant to or in connection with the Vendor's Services;
• "Data Protection Laws" means EU Data Protection Laws and any other data protection laws applicable to the processing of the Client's Personal Data under this DPA;
• "EU Data Protection Laws" means the GDPR and the laws of the Member States implementing or supplementing it, each as amended or replaced from time to time;
• "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) and any subsequent amendments, replacements or supplements;
• "Sensitive Personal Data" is a subset of Personal Data which, due to its nature, has been classified by applicable law or by the Client as deserving additional privacy and security protection. Sensitive Personal Data consists, in particular, of: (i) all government-issued identification documents and numbers (including US Social Security numbers, driver's licence numbers and passport numbers); (ii) all financial information, including any consumer or spending habits, and any account numbers (bank and non-bank financial services account numbers, credit or debit card numbers, and other information if that information would permit access to a financial account); (iii) any Personal Data pertaining to the categories specified in Articles 9 and 10 of the GDPR; (iv) all employee, employment candidate and payroll information and data; and (v) any other Personal Data designated by the Client as Sensitive Personal Data;
• "Standard Contractual Clauses" means the standard contractual clauses for the transfer of personal data to third countries set out in the Annex to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 pursuant to the GDPR;
• "Sub Processor" means any third party engaged directly by the Vendor to process any of the Client's Personal Data pursuant to or in connection with the Vendor's Services. The term does not include employees or contractors of the Vendor;
• "Vendor's Services" means the services provided by the Vendor to the Client under the name AskWatch pursuant to the Agreement, including the website https://askwatch.ai, the web application https://app.askwatch.ai (the "Platform") and any API or other interfaces the Vendor makes available.

2. Scope of processing

2.1 The Vendor shall process the Client's Personal Data as described in this DPA and in Annex I. The Vendor processes the Client's Personal Data as a Processor acting on behalf of the Client as the Controller of such Personal Data. If the Client is an entity established outside the EEA, the Standard Contractual Clauses attached to this DPA as Appendix 1 apply.

2.2 The Client instructs the Vendor to process the Client's Personal Data only for the limited purposes of providing the Vendor's Services to the Client. Under no circumstances shall the Vendor process any of the Client's Personal Data for its own purposes, thereby becoming a Controller of such Personal Data itself.

2.3 The Vendor shall process the Client's Personal Data only: (i) in accordance with the terms of this DPA; (ii) in accordance with the terms of the Agreement; (iii) on the Client's documented instructions, unless processing is required by applicable laws; and (iv) in compliance with applicable laws, in particular EU Data Protection Laws and, where applicable, the Standard Contractual Clauses attached to this DPA as Appendix 1.

2.4 The Vendor shall notify the Client if the Vendor determines that it can no longer meet its obligations under this DPA. Notwithstanding anything contained in any agreement between the Parties, the Client may, on receiving such notification, terminate the Agreement with immediate effect and without penalty.

3. Sub-processing

3.1 The Client gives the Vendor a general authorisation to engage the Sub Processors listed in Annex III for the limited purposes of processing the Client's Personal Data in connection with the Vendor's Services. The Vendor may engage a new Sub Processor or replace an existing one only if the Vendor:

• gives the Client at least 10 days' prior notice of its intention to engage or replace the Sub Processor, by updating Annex III on this page and/or by email to the email address associated with the Client's account. The notice shall identify at least: (i) the name of the Sub Processor; (ii) the type of Personal Data processed; (iii) the categories of Data Subjects; and (iv) the location of the data processing; and
• ensures that the arrangement between the Vendor and the Sub Processor is governed by a binding contract which requires the Sub Processor to process the Client's Personal Data in accordance with this DPA, or with standards no less onerous than this DPA.

3.2 The Client may object to the engagement of any new Sub Processor on privacy or security grounds by email to hello@askwatch.ai before the end of the notice period. In such a case, the Vendor shall not engage that Sub Processor for the provision of the Vendor's Services to the Client.

4. Data transfers

4.1 Except where the Personal Data is processed by Sub Processors authorised under Section 3, the Vendor may not, without the Client's prior written consent, transfer or permit the transfer of the Client's Personal Data to any territory which is (i) outside the EEA and (ii) not recognised by the European Commission as providing an adequate level of data protection. Where the Client has permitted such a transfer, the Vendor or the Vendor's Sub Processors must ensure that there is a legal basis for the transfer, such as the Standard Contractual Clauses or binding corporate rules.

4.2 By this DPA, the Client consents to the transfer of the Client's Personal Data to the Vendor and to each of the Sub Processors listed in Annex III. Any transfer made under this DPA out of the EEA shall be governed by the Standard Contractual Clauses, which are deemed incorporated by reference as an integral part of this DPA, or, where the recipient is certified under it, by the EU-US Data Privacy Framework.

5. Vendor's personnel

5.1 The Vendor shall conduct an appropriate background investigation of all employees and contractors of the Vendor who may have access to the Client's Personal Data (the "Vendor Personnel") before allowing them such access. If the background investigation reveals that a member of the Vendor Personnel is not suited to access the Client's Personal Data, the Vendor shall not give that person access to the Client's Personal Data.

5.2 The Vendor shall ensure that all Vendor Personnel: (i) have access only as necessary for the purposes of providing the Vendor's Services and complying with applicable laws; (ii) are contractually bound by confidentiality requirements no less onerous than this DPA; and (iii) are provided with appropriate privacy and security training.

5.3 Upon reasonable request, the Vendor shall provide the Client with information on the categories of Vendor Personnel who have access to the Client's Personal Data.

6. Security

6.1 The Vendor shall assess and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by the processing of the Client's Personal Data, including those described in Annex II and including:

• the pseudonymisation and/or encryption of Personal Data, which, in the case of any Sensitive Personal Data, shall be transmitted only via secured encrypted channels and in encrypted form;
• the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
• the ability to restore the availability of and access to the Client's Personal Data in a timely manner in the event of a physical or technical incident; and
• a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

6.2 In assessing the appropriate level of technical and organisational measures, the Vendor shall take into account the risks presented by the processing, including the risks of Personal Data Breach, and of accidental or unlawful loss, destruction, alteration, unauthorised disclosure of or access to the Client's Personal Data.

6.3 The Vendor shall keep records of the processing activities it performs on behalf of the Client, which shall include at least:

• the details of the Vendor as Processor, of its Sub Processors and of the Vendor Personnel having access to the Client's Personal Data;
• the categories of processing activities performed;
• information regarding cross-border data transfers, if any; and
• a description of the technical and organisational security measures implemented in respect of the processed Personal Data.

7. Data subject rights

7.1 The Vendor shall reasonably assist the Client in responding to requests to exercise Data Subject rights under applicable laws, including EU Data Protection Laws.

7.2 The Vendor shall:

• promptly notify the Client if it receives a request from a Data Subject under EU Data Protection Laws in respect of the Client's Personal Data; and
• not respond to that request except on the documented instructions of the Client or as strictly required by applicable laws to which the Vendor is subject.

8. Legal disclosure; personal data breach

8.1 The Vendor shall notify the Client without undue delay, and in any event within 24 hours of the Vendor becoming aware of:

• any legally binding request for disclosure of the Client's Personal Data by a law enforcement authority, unless such notification is otherwise prohibited, such as by a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; and
• any actual or suspected Personal Data Breach affecting the Client's Personal Data.

8.2 In the case of a Personal Data Breach, the Vendor shall provide the Client with sufficient information to allow the Client to meet any obligations to report the Personal Data Breach to, or inform, Supervisory Authorities or Data Subjects under applicable laws, including the information set out in Article 33(3) of the GDPR. Other than as required by law, the Vendor shall not make any public statement or other disclosure (including any communication to Data Subjects or Supervisory Authorities) about a Personal Data Breach affecting the Client's Personal Data without the Client's prior written consent, which is not given through this DPA.

8.3 The Vendor shall take the actions necessary to investigate any suspected or actual Personal Data Breach and to prevent any further Personal Data Breach upon discovering it.

8.4 The Vendor shall cooperate with the Client and take such steps as are directed by the Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8.5 The Vendor shall ensure that all Vendor Personnel are informed of the confidential nature of the Client's Personal Data and are required to keep it confidential, have undertaken training related to handling Personal Data, and are aware of the Vendor's and their own duties and obligations under this DPA.

9. Deletion or return of the Client's Personal Data

9.1 Upon expiry or termination of the provision of the Vendor's Services, the Vendor shall promptly delete or return all copies of the Client's Personal Data, at the Client's choice, except as required to be retained in accordance with applicable law.

9.2 Upon the Client's prior written request, an authorised representative of the Vendor shall provide the Client with written certification that the Vendor has fully complied with this Section 9.

10. Provision of information

10.1 The Vendor shall assist the Client with any data protection impact assessments and prior consultations with Supervisory Authorities or other competent data protection authorities which the Client reasonably considers to be required under applicable laws. The scope of such assistance is limited to the processing of the Client's Personal Data by the Vendor.

11. Miscellaneous

11.1 Severance. Should any provision of this DPA be determined invalid or unenforceable, the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability while preserving the Parties' intentions as closely as possible or, if this is not possible, (ii) construed as if the invalid or unenforceable part had never been contained in it.

11.2 Notices. All notices to the Vendor under this DPA shall be sent by email to hello@askwatch.ai.

11.3 Order of precedence. In the event of any conflict between the terms of this DPA and other documents binding on the Parties, the documents shall be interpreted in the following order of precedence: (i) this DPA; and (ii) the Agreement.

11.4 Governing law and jurisdiction. This DPA is governed by the law that governs the Agreement. Any dispute arising from this DPA shall be resolved by the courts determined in accordance with the Agreement.

11.5 Duration and termination. This DPA remains in force for as long as the Client uses the Vendor's Services.

Annex I: Description of processing

Categories of data subjects

• the Client's authorised users, meaning the individuals who access AskWatch under the Client's account;
• individuals whose names or other Personal Data appear in content the Client submits, such as domains, brand and competitor names, and prompts;
• individuals named in the AI engine answers and cited sources collected and analysed for the Client;
• recipients of reports the Client shares by email from the Platform, and individuals who request access to a report the Client has shared.

Categories of personal data

• identification and contact data of authorised users: email address, and name where provided;
• account and project data: domains, brand, competitors, prompts, language, market or location, and selected AI engines;
• scan results: AI engine answers, cited sources and the analysis derived from them, to the extent they contain Personal Data;
• report sharing data: share settings; email addresses of report recipients, which are used once to send the email and are not stored; and the email address of a person requesting access to a shared report, which is forwarded to the Client and not stored;
• support correspondence;
• technical data: IP address, browser and device information, timestamps, logs, error reports, and rate-limit records that include IP address and email address.

Sensitive data

Not applicable.

Frequency of the transfer

Continuous, as needed for the Client's use of AskWatch.

Nature of the processing

Collection, recording, organisation, structuring, storage, retrieval, analysis (including analysis with AI models), transmission (including sending prompts to AI engines through a data collection provider and sending emails) and erasure.

Purpose of the processing

The provision of AskWatch to the Client: reading the public homepage of the website domain the Client provides; identifying the brand and its competitors; generating prompts; collecting the answers of AI search engines (ChatGPT, Perplexity, Google Gemini, Google AI Overviews, Google AI Mode and Microsoft Copilot) to those prompts; analysing the answers; presenting visibility, position, sentiment, competitors and cited sources in the Platform and in reports; sharing reports as the Client directs; signing authorised users in with one-time codes sent by email; and providing support.

Retention

The Client's Personal Data is retained for the term of the Agreement. After the Agreement ends, it is deleted or anonymised in accordance with Section 9, except where retention is required by applicable law. The Vendor may keep data after that only in aggregated or anonymised form from which no individual can be identified.

Processing by sub-processors

The Sub Processors listed in Annex III process the Client's Personal Data only to the extent needed for the Vendor to provide the Vendor's Services, for the purposes described in Annex III, and for the duration of the Agreement.

Lawful basis and instructions

The Client may use AskWatch to process Personal Data only on a recognised and applicable lawful basis under the GDPR. The Client shall give the Vendor only instructions that are lawful under the GDPR and would not cause the Vendor to breach the GDPR.

Annex II: Technical and organisational measures

Description of the technical and organisational measures implemented by the Vendor to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Security policies and procedures

The Vendor maintains and implements security practices designed to ensure that its employees and contractors process Personal Data in accordance with this DPA and the Standard Contractual Clauses.

Infrastructure and physical security

The Vendor does not operate its own data centres or server rooms. The Platform runs on the cloud infrastructure of the providers listed in Annex III, whose data centres are certified under SOC 2 and/or ISO/IEC 27001 and are protected by the providers' physical access controls, environmental controls (such as temperature and humidity control) and protection against power failures.

Network protection

The Vendor relies on the network security controls of its infrastructure providers, including firewalls and protection against denial-of-service attacks, to prevent unauthorised access to its systems and applications.

Logical access controls

Access to Personal Data is limited to authorised Vendor Personnel whose access is necessary to perform the services, on the principle of least privilege. Each person uses unique access credentials, which may not be shared, and multi-factor authentication is enabled on the provider accounts that give access to production systems. Within the database, access to Personal Data is enforced by row-level security and role-based access, so that each authorised user can access only the data of the accounts and projects they belong to. Authorised users of the Platform sign in with one-time codes sent by email; no passwords are stored. Access of Vendor Personnel is revoked when their engagement ends.

Storage and transmission security

Personal Data is encrypted in transit using TLS and encrypted at rest using AES-256 encryption managed by the infrastructure providers.

Monitoring

The Vendor uses error monitoring and the logging provided by its infrastructure providers to detect failures and unexpected behaviour of its production systems.

Backup and recovery

The database is backed up by the database provider according to its backup schedule, allowing the availability of Personal Data to be restored in the event of a physical or technical incident.

Incident response

The Vendor handles actual or suspected Personal Data Breaches in accordance with Section 8 of this DPA and keeps a record of each incident, its root cause and the remediation taken.

Security awareness

Vendor Personnel with access to Personal Data are informed of their confidentiality and security obligations when handling confidential information and Personal Data.

Vendors and service providers

Before engaging a Sub Processor, the Vendor assesses its data security practices, including its security certifications, and binds it by contract in accordance with Section 3 of this DPA.

Change management

Changes to production systems, applications and databases are made through version control and automated deployment, which record what was changed and when, and allow a change to be reverted.

Annex III: List of sub-processors

The Client has authorised the use of the following Sub Processors:

• Supabase: database, authentication and background job queue. Location: United States (AWS us-east-1).
• Vercel: hosting of the website and the web application. Location: United States and global edge network.
• Railway: background processing of scans. Location: United States.
• Cloudflare: DNS, content delivery and object storage. Location: United States and global network.
• Apify: collection of AI engine answers and reading of public website content. Location: Czech Republic (company); United States (infrastructure).
• OpenAI: AI analysis of website content and answers, and prompt generation. Location: United States.
• Resend: delivery of transactional email. Location: United States.
• Sentry: error monitoring. Location: United States.
• Google (Google Analytics): measurement of how the website and the web application are used. Location: United States.
• Google (Google Workspace): email correspondence. Location: United States.

Appendix 1: Standard Contractual Clauses, Section I

These Clauses are Module Four (transfer from processor to controller) of the Standard Contractual Clauses. They apply where the Client is established outside the EEA, as set out in Section 2.1 of the DPA.

Clause 1: Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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) for the transfer of personal data to a third country.

(b) The Parties:

• (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter "entity/ies") transferring the personal data, as listed in Annex I.A. (hereinafter each "data exporter"), and
• (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each "data importer")

have agreed to these standard contractual clauses (hereinafter: "Clauses").

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2: Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3: Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

• (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
• (ii) Clause 8.1(b) and Clause 8.3(b);
• (iii) Clause 13;
• (iv) Clause 15.1(c), (d) and (e);
• (v) Clause 16(e);
• (vi) Clause 18.

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4: Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5: Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6: Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7: Docking clause

Reserved (optional clause not used).

Appendix 1, Section II: Obligations of the Parties

Clause 8: Data protection safeguards

8.1 Instructions

(a) The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller.

(b) The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.

(c) The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.

(d) After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

8.2 Security of processing

(a) The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter "personal data breach"). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b) The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.

(c) The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

8.3 Documentation and compliance

(a) The Parties shall be able to demonstrate compliance with these Clauses.

(b) The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

Clause 9: Use of sub-processors

Section 3 (Sub-processing) of the DPA applies to sub-processing.

Clause 10: Data subject rights

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

Clause 11: Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

Clause 12: Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13: Supervision

(a) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

(b) The Parties appoint the supervisory authority of Ireland as competent supervisory authority.

Appendix 1, Section III: Local laws and obligations in case of access by public authorities

Clause 14: Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

• (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
• (ii) the laws and practices of the third country of destination, including those requiring the disclosure of data to public authorities or authorising access by such authorities, relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
• (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15: Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

• (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
• (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

Appendix 1, Section IV: Final provisions

Clause 16: Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

• (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
• (ii) the data importer is in substantial or persistent breach of these Clauses; or
• (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17: Governing law

These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18: Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of Ireland.

Appendix 1: Annexes to the Clauses

Annex I to the Clauses

A. List of parties

Data exporter:

• Name: ESTERSON LIMITED
• Address: 75 Prodromou Avenue, Oneworld Parkview House, 4th floor, Nicosia 2063, Cyprus
• Contact person's details: hello@askwatch.ai
• Activities relevant to the data transferred under these Clauses: the provision of AskWatch services
• Role: processor

Data importer:

• Name: the Client, as identified in accordance with the Agreement
• Activities relevant to the data transferred under these Clauses: submitting personal data to the data exporter and receiving the results of the processing by electronic means, including the web interface, any API or other interfaces the data exporter makes available
• Role: controller

B. Description of transfer

As specified in Annex I to the DPA.

C. Competent supervisory authority

As identified in Clause 13.

Annex II to the Clauses: Technical and organisational measures

As specified in Annex II to the DPA.

Annex III to the Clauses: List of sub-processors

As specified in Annex III to the DPA.