Data processing addendum

This Handhold Data Processing Addendum (the “Addendum”) supplements and forms an integral part of the Handhold Service Terms (“Service Terms”) and the corresponding Agreement for Services between Handhold as the “Processor” and Customer as the “Controller” and governs the processing of personal data in connection with the provision of Services as required under Article 28 of the GDPR and other applicable data protection laws. All terms not defined in this Addendum shall have the meaning given to them in the Service Terms.

PURPOSE AND SCOPE
1. The purpose of this Addendum 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, and repealing Directive 95/46/EC (General Data Protection Regulation; “GDPR”) and such applicable national legislation implementing the GDPR (together the “Data Protection Legislation”).
2. This Addendum applies to the processing of personal data as specified in Schedule 1 hereto.
INTERPRETATION, HIERARCHY
1. Where the Addendum uses terms defined in the GDPR, those terms shall have the same meaning as in the GDPR. The Addendum shall be read and interpreted in the light of the provisions of the GDPR and other applicable Data Protection Legislation.
2. In case of a contradiction between this Addendum and the Service Terms or the Agreement, this Addendum shall prevail solely concerning data protection obligations and compliance with applicable data protection legislation. All other terms of the Service Terms and the Agreement remain unaffected.
OBLIGATIONS OF THE PARTIES
1. 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 Schedule 1 hereto.
2. The Processor shall process personal data on behalf of the Controller only on documented instructions from the Controller. The Controller’s documented instructions shall be regarded as arising solely from the Service Terms and the Agreement and any mutually agreed written amendments or agreements. The Processor may also process personal data if 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.
3. The Processor shall process the personal data on behalf of the Controller for the purpose(s) of the processing, as set out in Schedule 1 hereto. Processing by the Processor on behalf of the Controller shall only take place for the duration specified in Schedule 1 hereto.
4. The Processor shall implement appropriate technical and organisational measures to ensure the security of the personal data, taking into due account 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. 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).
5. The Processor shall grant access to the personal data undergoing processing on behalf of the Controller to members of its personnel only to the extent necessary for implementing, performing, managing and monitoring of the Agreement. The Processor shall ensure that persons authorised to process the personal data on behalf of the Controller have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
6. The Processor does not intentionally process, monitor, or collect personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, sex life or sexual orientation, or data relating to criminal convictions and offences (‘sensitive data’). The Controller shall ensure that no such data is submitted to the Services. If the Controller or its Users choose to input such data, they shall be solely responsible for implementing any necessary safeguards or obtaining relevant data subject consents.
DOCUMENTATION, COMPLIANCE, AUDITS
1. Upon written request, not more than once every 12 months, the Processor shall provide the Controller with relevant documentation demonstrating its compliance with this Addendum and applicable Data Protection Legislation. Such documentation may include, where available, internal security policies, process descriptions, or any existing compliance reports.
2. If the Controller cannot reasonably verify Processor’s compliance with this Addendum, the Processor shall, at the Controller’s written request, provide written responses (on a confidential basis) to reasonable requests for information regarding its processing of personal data.
3. If the Controller cannot reasonably verify the Processor’s compliance with this Addendum through the documentation provided under Section 4.1 and responses provided under Section 4.2, the Controller may during the term of the Agreement conduct an on-site audit at its own expense, subject to the following conditions:
  1. Audits must be conducted during the Processor’s normal business hours, with at least 60 calendar days’ prior written notice, unless applicable law or a regulatory authority requires a shorter notice period;
  2. Audits may be conducted no more than once every 12 months, unless a material data breach has occurred, or a competent supervisory authority requires more frequent audits;
  3. Audits must be proportionate and restricted to verifying the Processor’s compliance with this Addendum and Data Protection Legislation;
  4. The Processor may demand that the audit is at the Controller’s cost conducted solely by independent professional third-party auditors subject to appropriate confidentiality obligations and security measures to protect the Processors’ proprietary information;
  5. The Controller and its representatives shall enter into appropriate confidentiality agreements and security measures to protect the Processor’s proprietary information;
  6. The Processor may reasonably restrict access to areas or information that could compromise the security of personal data processed for other customers; and
  7. The Controller shall provide the Processor with a copy of the audit results, including any findings or observations, without undue delay following the completion of the audit.
USE OF SUB-PROCESSOR
1. The Controller grants a general authorisation to the Processor to engage sub-processors for processing personal data on behalf of the Controller under this Addendum. The Processor shall notify the Controller of any intended addition or replacement of a sub-processor at least 10 business days before engagement. The Controller may object in writing within this period, and only if the Controller demonstrates that the sub-processor does not comply with applicable Data Protection Legislation. If the Controller raises a valid objection, the Processor shall use reasonable efforts to address the concern. If no alternative can be provided, the Processor may, at its discretion, either (i) not engage the sub-processor or (ii) allow the Controller to terminate the affected processing activities, without penalty and without liability to the Processor.
2. Where the Processor engages a sub-processor, 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 Processor under this Addendum. The Processor shall ensure that the sub-processor complies with the obligations to which the Processor is subject pursuant to this Addendum and Data Protection Legislation.
3. The Processor shall remain liable 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.
INTERNATIONAL TRANSFERS
1. 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 applicable law to which the Processor is subject and shall take place in compliance with Chapter V of the GDPR.
2. The Controller agrees that where the Processor engages a sub-processor in accordance with the Addendum 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 the GDPR, the Processor and the sub-processor can ensure compliance with Chapter V of the GDPR by using standard contractual clauses adopted by the European Commission in accordance with of Article 46(2) of the GDPR, provided the conditions for the use of those standard contractual clauses are met.
ASSISTANCE TO THE CONTROLLER
1. The Processor shall without unreasonable delay notify the Controller of any data subject request related to the processing of personal data performed on behalf of the Controller under the Agreement and this Addendum. It shall not respond to the request itself, unless authorised to do so by the Controller.
2. 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.
3. Additionally, and to the extent the necessary and relevant information and documentation is not otherwise sufficiently available, the Processor shall reasonably 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:
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;
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; and
the obligations in Article 32 of the GDPR.
NOTIFICATION OF PERSONAL DATA BREACH
1. In the event of a personal data breach, the Processor shall reasonably cooperate with and assist the Controller for the Controller to comply with its obligations under Articles 33 and 34 of the GDPR, where applicable, taking into account the nature of processing and the information available to the Processor.
2. In the event of a personal data breach concerning data processed by the Controller, the Processor shall assist the Controller:
in notifying the personal data breach to the competent supervisory authority/ies, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
in obtaining the following information which, pursuant to Article 33(3) of the GDPR, shall be stated in the Controller’s notification, and must include the following, whereas to the extent it is not possible to provide all required 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:
- - 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.
in complying, pursuant to Article 34 of the GDPR, 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.
1. In the event of a confirmed personal data breach concerning data processed by the Processor, the Processor shall notify the Controller without undue delay and, where feasible, within 48 hours after the Processor having become aware of the breach. Such notification shall contain the following, whereas to the extent it is not possible to provide all required 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:
a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
the details of a contact point where more information concerning the personal data breach can be obtained;
its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.
FINAL PROVISIONS
1. This Addendum enters into force simultaneously with the Agreement and remains in effect for the duration of the Agreement. It shall terminate automatically upon expiration or earlier termination of the Agreement, or, if later, on the date the Processor ceases all processing of the Controller’s personal data.
2. Any limitations on liability agreed in the Agreement shall apply equally to this Addendum. In no event shall the Processor be liable for indirect, consequential, or punitive damages, loss of profit, loss of data, or reputational harm arising from the processing of personal data, unless such liability limitation or exclusion is prohibited under applicable law.
3. Following termination of the Agreement, the Processor shall, at the choice of the Controller made in writing, 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 processed on behalf of the Controller to the Controller and delete existing copies of the personal data processed on behalf of the Controller and certify to the Controller that it has done so unless applicable law requires for the personal data to be retained. Until the data is deleted or returned, the Processor shall continue to ensure compliance with this Addendum.
4. If any provision of this Addendum is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Such provision shall be deemed automatically amended to the extent necessary to make it valid, legal, and enforceable while preserving the Parties’ original intent to the maximum extent permitted by applicable law. If such automatic amendment is not possible, the provision shall be deemed deleted, and the rest of the Addendum shall continue to apply without requiring further action by the Parties.

Schedules:

Description of the processing.
Description of the Processing

Categories of data subjects whose personal data is processed:	The personal data processed by the Processor may relate to the following categories of data subjects: - Controller’s personnel who manage or configure the Application (e.g. administrators, technical users, onboarding managers). - External individuals who engage with the Customer’s product demonstrations or onboarding journeys via the Application (e.g. prospective customers, trial users, or other participants designated by the Customer).
Categories of personal data processed:	The Processor processes the following categories of personal data on behalf of the Controller: - Identification and contact details (e.g. names, email addresses, job titles, information on affiliated organisation). - Application Interaction Data (e.g. text inputs, audio transcripts, clicks, selections, and other interaction data submitted during the demo or onboarding experience, including summaries thereof). - AI-generated content or responses produced during the user’s interaction. - IP address, device information, browser type. - Behavioural and usage data within the Application.
Sensitive data processed (if applicable) and applied restrictions or safeguards:[1]	- No special categories of personal data (sensitive data) are intended to be processed under normal use of the Services. - If the Controller chooses or permits to input or process any sensitive data (e.g., personal data revealing racial or ethnic origin, political opinions, religious beliefs, health data), the Controller must ensure appropriate safeguards and must notify the Processor in advance.
Nature of the processing:	The Processor provides as a Service access to an AI-powered product demo and onboarding journey Application. The processing activities include: - Hosting and enabling real-time AI-driven product demonstration and onboarding journeys initiated by the Controller; - Processing text, audio, and other interaction data provided by users during their session with the Application; - Generating AI-powered responses or personalised outputs based on interaction data; - Storing and making available session logs and transcripts to the Controller’s authorised users; - Providing secure access to the Application for Customer personnel, including configuration, management, and monitoring tools; - Capturing technical and behavioural data for the purpose of Application performance, support, and feature enhancement.
Purpose(s) for which the personal data is processed on behalf of the controller:	As a Processor, the Processor processes personal data solely on the documented instructions of the Controller, for the following purposes: - Enabling and delivering AI-powered product demonstrations and onboarding journeys to the Controller’s designated end customers; - Making user interaction data available to authorised Customer personnel for review and follow-up; - Using AI to personalise content and guide the demo or onboarding process based on user-provided inputs and context.
Duration of the processing:	- Personal data shall be continuously processed for the duration of the Agreement between the Controller and the Processor. - Upon expiry or termination of the Agreement, the Processor shall delete or return all personal data as instructed by the Controller, except to the extent otherwise stated in the Processor’s privacy policy or required by applicable law.

For instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. ↑

Schedule A to Handhold Service Terms – Handhold Data Processing Addendum