This Data Processing Agreement, including the Standard Contractual Clauses (as defined below) attached hereto (collectively, the "DPA"), is made and entered into as of the effective date (the "Effective Date") of the applicable customer's ("Customer") acceptance of the Terms of Service between Teamspective Oy ("Teamspective") and Customer to which this DPA is attached and incorporated (the "Agreement"). Under the Agreement, Teamspective provides certain Services to Customer that may involve Teamspective processing Customer's data, which may include Personal Information (as defined below).

This DPA forms part of the Agreement and contains certain terms and conditions relating to data protection, privacy and security to include certain requirements of the General Data Protection Regulation (EU) 2016/679 (the "GDPR"), including the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"), and the California Consumer Privacy Act of 2018 (Cal. Civ. Code, Title 1.81.5 comprising §§ 1798.100 – 1798.198 (as amended) (the "CCPA"), where applicable. In the event (and to the extent only) that there is a conflict between the GDPR and the CCPA, the parties agree to comply with the higher standard.

For information to help you conduct a Data Transfer Impact Assessment, see this page.

1. Definitions.

• "Controller", "Personal Data," "Process," "Processed," "Processing," and "Processor" have the same meanings as in the GDPR. With respect to the CCPA, Teamspective and Customer hereby agree that Customer is a "Business" and Teamspective is the "Service Provider," as defined under the CCPA and with respect to Personal Information (as defined below).
• "Customer Data" means any content, data, information or other materials (including Personal Information) submitted or shared by or for Customer to or through the Service.
• "Data Protection Laws" means all data privacy or data protection laws and regulations that apply to the Processing of Personal Information under the Agreement, including the GDPR and the CCPA, in each case, as amended from time to time.
• "Data Subject" means (i) an identified or identifiable natural person who is in the EEA or whose rights are protected by EU Data Protection Laws; or (ii) a "Consumer" as the term is defined in the CCPA.
• "Personal Information" means information relating to a living individual or household who is, relates to, describes or can be, reasonably identified or linked, directly or indirectly from information, either alone or in conjunction with other information, within Teamspective or Customer's control and which is stored, collected, Processed or submitted to or via the Service as Customer Data. Personal information includes Personal Data.
• "Standard Contractual Clauses" means (i) where the GDPR applies, the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries approved by the European Commission Decision of 4 June 2021, as attached to this DPA; or (ii) where the UK GDPR applies, the Standard Contractual Clauses (controller to processor) promulgated by the European Commission Decision 2010/87/EU.

2. Scope and Application.

This DPA applies to the processing of Personal Information subject to Data Protection Laws within the scope of the Agreement. Insofar as Teamspective Processes Personal Information subject to Data Protection Laws in the course of performance of the Agreement the terms of this DPA shall apply. In the context of the GDPR, Customer may act as "controller" and Teamspective may act as "processor" with respect to the Personal Information. In the context of the CCPA, Customer may act as "Business" and Teamspective may act as "Service Provider" with respect to the Personal Information. Customer shall act as the "data exporter" and Teamspective shall act as the "data importer" for the purposes of the Standard Contractual Clauses.

3. Data Processing.

Teamspective will process Personal Information only in accordance with Customer's lawful instructions, and Teamspective will not process Personal Information for any purpose other than to provide the Service. This DPA and the Agreement consist of Customer's written instructions to Teamspective for the Processing of Personal Information and Teamspective must comply with any further reasonable written instructions from Customer for the processing of Personal Information. Teamspective will access, collect, retain, use, disclose, and otherwise Process Customer's Personal Information solely to fulfill its obligations to Customer under the Agreement and this DPA, and on Customer's behalf, and for no other purposes. Furthermore, Teamspective shall not "sell" (as defined in the CCPA) Personal Information. Each party will comply in all respects with applicable Data Protection Laws in any country where the Service is used, provided or delivered.

4. Cross-Border Transfer Mechanisms for International Data Transfers.

1. To the extent that Customer's use of the Service requires a transfer of Personal Information outside the EEA or the United Kingdom (the "UK"), Teamspective and Customer will take such measures as are necessary to ensure the transfer is in compliance with applicable Data Protection Laws.
2. Teamspective and Customer will only transfer Personal Information from the EEA or the UK to countries outside the EEA or the UK (i) that are recognized by the European Commission as providing an adequate level of protection for Personal Information; (ii) that are covered by a suitable framework recognized by the European Commission as providing an adequate level of protection for Personal Information; or (iii) through the use of other legally recognized validation methods such as Standard Contractual Clauses or Binding Corporate Rules.
3. Teamspective has adopted and hereby incorporates by reference the Standard Contractual Clauses that apply to transferring personal data from the EEA or the UK to countries outside the EEA. The parties further agree that the Standard Contractual Clauses will apply to Personal Information that is transferred via the Service from the EEA or the UK, either directly or via onward transfer, to any country or recipient not recognized by the European Commission as providing an adequate level of protection for personal data.
4. The parties hereby agree that as new Standard Contractual Clauses are approved by the European Commission or other competent authority and become available for data controller to data processor transfers, this DPA will be updated to replace the existing Standard Contractual Clauses with the updated and approved Standard Contractual Clauses, if any.
5. Each party agrees to the attached Standard Contractual Clauses under Module 2, where Customer is the "controller" and Teamspective is the "processor".
6. Audits. The parties agree that the following supplemental terms shall apply in the event of an audit pursuant to Section 8.9 of the attached Standard Contractual Clauses:

(i) If Customer chooses to conduct an independent audit rather than rely on a current SOC 2 Report or current third party audit, if applicable and available, or if Customer makes such choice because a current SOC 2 Report or current third party audit is not available, Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit. Teamspective will provide Customer with further details of any applicable costs or fees, and the basis of its calculation, in advance of any such review or audit.

(ii) Before the commencement of any such on-site audit, Customer and Teamspective shall mutually agree upon the scope, timing, and duration of the audit.

(iii) Customer shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to Teamspective’s premises, equipment, personnel and business while Customer's personnel are on those premises in the course of such an audit or inspection.

7. General

   (i) This DPA will terminate automatically upon termination of the Agreement.

(ii) In the event of a conflict between the Agreement (excluding this DPA) and this DPA, the terms of this DPA will take precedence to the extent of the conflict. In the event of a conflict between the Standard Contractual Clauses and the remaining terms of this DPA, the Standard Contractual Clauses will take precedence to the extent of the conflict. Nothing in this DPA modifies the Standard Contractual Clauses or affects any third party's rights under the Standard Contractual Clauses.

STANDARD CONTRACTUAL CLAUSES

Module 2: Transfer between controllers and processors

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) 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.

(b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29 (3) and (4) Regulation (EU) 2018/1725.

(c) These Clauses apply to the processing of personal data as specified in Annex II.

(d) Annexes I to IV are an integral part of the Clauses.

(e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

Clause 2: Invariability of the Clauses

(a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them. (b) This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

Clause 3: Interpretation

(a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, 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 or Regulation (EU) 2018/1725 respectively.

(c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 4: Hierarchy

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

Clause 5: Docking clause

(a) Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes and signing Annex I.

(b) Once the Annexes in (a) are completed and signed, the acceding entity shall be treated as a Party to these Clauses and have the rights and obligations of a controller or a processor, in accordance with its designation in Annex I.

(c) The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 6: Description of processing(s)

The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.

Clause 7: Obligations of the Parties

7.1. Instructions

(a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.

(b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.

7.2. Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.

7.3. Duration of the processing of personal data

Processing by the processor shall only take place for the duration specified in Annex II.

7.4. Security of processing

(a) The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.

(b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.5. Sensitive data

If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences ("sensitive data"), the processor shall apply specific restrictions and/or additional safeguards.

7.6 Documentation and compliance

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

(b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.

(c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.

(d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.

7.7. Use of sub-processors

(a) The processor shall not subcontract any of its processing operations performed on behalf of the controller in accordance with these Clauses to a sub-processor, without the controller’s prior specific written authorisation. The processor shall submit the request for specific authorisation at least 30 days prior to the engagement of the sub-processor in question, together with the information necessary to enable the controller to decide on the authorisation. The list of sub-processors authorised by the controller can be found in Annex IV. The Parties shall keep Annex IV up to date.

(b) Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(c) At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.

(d) The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.

(e) The processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

7.8. International transfers

(a) Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725. (b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

Clause 8: Assistance to the controller

(a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.

(b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions

(c) In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:

(1) the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;

(2) the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;

(3) the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;

(4) the obligations in Article 32 Regulation (EU) 2016/679/.

(d) The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.

Clause 9: Notification of personal data breach

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 Regulation (EU) 2016/679 or under Articles 34 and 35 Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.

9.1 Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller: (a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons); (b) in obtaining the following information which, pursuant to Article 33(3) Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include: (1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned; (2) the likely consequences of the personal data breach; (3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects. Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. (c) in complying, pursuant to Article 34 Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

9.2 Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least: (a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned); (b) the details of a contact point where more information concerning the personal data breach can be obtained; (c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects. Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

SECTION III – FINAL PROVISIONS

Clause 10: Non-compliance with the Clauses and termination

(a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason. (b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if: (1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension; (2) the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725; (3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. (c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions. (d) Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

ANNEX I LIST OF PARTIES

Controller(s): The customer, defined as "You" in the Teamspective Customer Terms of Service.

Processor(s):

Teamspective Oy

Address:
c/o Maria 01 Lapinlahdenkatu 16,
00180 Helsinki Finland

Contact person:
Ian Tuomi
CTO
[email protected]

ANNEX II: DESCRIPTION OF THE PROCESSING

Categories of data subjects whose personal data is processed: employees.

Categories of personal data processed:

• Name
• Email address
• Location
• IP Address
• Age
• Gender
• Photo / Profile picture
• Employment details
• Data entered into Teamspective by user
• Payment information of company representative (processed by appointed subprocessor only)

No sensitive data processed, including: racial or ethnic origin, political opinions, religion or philosophical beliefs, trade union membership, data concerning health, sexual orientation or activity, or genetic and biometric data for identifying the person.

Nature of the processing:

• Collection
• Organization
• Storage
• Retrieval
• Disclosure by transmission
• Dissemination (to authorized parties)
• Erasure or destruction

Method of processing is: Automated

Purpose(s) for which the personal data is processed on behalf of the controller: Personal data is processed only in the context of the contract between the Controller and the Processor.

The primary purpose of the processing of personal data is to offer the data subject tools to give and receive feedback, and allow for an internal reporting channel to fulfill the requirements of Directive (EU) 2019/1937 article 8.

Duration of the processing: The Processor retains personal data processed in the context of the Agreement for as long as it is needed to fulfill the Processor’s contractual obligations towards the Controller.

ANNEX III: TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Technical and organisational measures to protect personal data are described in the Inforation Security Policy of the Processor available at: https://teamspective.com/information-security-policy/

The Processor is allowed to modify the policy but not in a way that would undermine the controls currently in place, namely:

• Data encryption in transit with TLS 1.2
• Data encryption at rest with AES-256
• Regular backups
• Disclosure of security incidents to the Controller within 48 hours of becoming aware of an incident involving Controller’s data

ANNEX IV: LIST OF SUB-PROCESSORS

Heroku (Salesforce)

• Data processing location: European Union
• Company domicile: California, US
• Description of the processing: Hosting
• Duration of the processing: As described in Annex II

Cloudflare

• Data processing location: European Union
• Company domicile: California, US
• Description of the processing: Content delivery
• Duration of the processing: As described in Annex II

Stripe

• Data processing location: US, European Union
• Company domicile: California, US
• Description of the processing: Payment processing
• Duration of the processing: As described in Annex II

Postmark / Wildbit, LLC

• Data processing location: US, European Union
• Company domicile: Pennsylvania, US
• Description of the processing: Email processing
• Duration of the processing: As described in Annex II

Sentry / Functional Software, Inc

• Data processing location: US, European Union
• Company domicile: California, US
• Description of the processing: Error reporting
• Duration of the processing: As described in Annex II

Heap

• Data processing location: US, European union
• Company domicile: California, US
• Description of the processing: Software usage analytics
• Duration of the processing: As described in Annex II

Intercom

• Data processing location: US, European Union
• Company domicile: California, US
• Description of the processing: Customer service, Software usage analytics
• Duration of the processing: As described in Annex II

Hubspot

• Data processing location: US, European Union
• Company domicile: Massachusetts, US
• Description of the processing: Contact information, Customer service
• Duration of the processing: As described in Annex II

Microsoft

This processor is only included in this agreement if "Sentiment analysis" features are enabled.

• Data Processing location: European Union
• Company domicile: California, US
• Description of processing: Data analysis in Azure web services, including Azure OpenAI. The results of sentiment analysis on Customer data, combined or otherwise, are not shared with other customers or third parties – only processors strictly necessary to provide this service to the Customer in accordance with the DPA. Teamspective may use the results of sentiment analysis to improve the product.
• Duration of the processing: As described in Annex II

The Processor will keep an up-to-date list of subprocessors available at: https://teamspective.com/dpa/ and notify the Controller of any changes as described in 7.7. Use of sub-processors.