Data Processing Agreement

Last Updated: September 1, 2026

This Data Processing Agreement ("DPA") forms part of the applicable agreement between CoVetAI Inc. ("CoVet") and the customer, user, clinic, practice, organization, or other entity that has accepted or entered into the Applicable Agreement ("Client"). CoVet and Client are each a "Party" and together the "Parties".

This DPA applies when CoVet Processes Personal Data on behalf of Client in connection with the Services. For self-serve accounts, this DPA is incorporated into the Applicable Agreement by reference and becomes effective when Client accepts the Applicable Agreement, accesses the Services, or continues using the Services after this DPA is posted or updated. No separate signature is required unless CoVet and Client agree otherwise in writing.

If Client has entered into a separately signed data processing agreement or business associate agreement with CoVet, that separately signed agreement controls to the extent it expressly conflicts with this DPA. This DPA does not reduce either Party's obligations under applicable Data Protection Laws.

This DPA includes Exhibit 1 (European Economic Area Standard Contractual Clauses, UK International Data Transfer Addendum and Swiss data transfer provisions), and Exhibit 2 (HIPAA Addendum). Exhibit 2 applies only where Client is a Covered Entity or Business Associate under HIPAA and CoVet creates, receives, maintains, or transmits PHI on Client's behalf.

1. Definitions

"Applicable Agreement" means the terms of service, subscription terms, order form, statement of work, master services agreement, or other agreement governing Client's access to or use of the Services.

"Authorized User" means any individual authorized by Client to access or use the Services under Client's account.

"Client Data" means data, content, audio, transcripts, files, prompts, messages, records, outputs, or other information submitted to, generated through, or otherwise Processed by the Services on behalf of Client, including Personal Data where applicable.

"Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach", and "Processing" have the meanings given to equivalent terms under applicable Data Protection Laws.

"Data Protection Laws" means all privacy, data protection, data security, and breach notification laws applicable to a Party's Processing under the Applicable Agreement, including, to the extent applicable, the GDPR, UK GDPR, PIPEDA, and comparable U.S. state privacy laws.

"GDPR" means Regulation (EU) 2016/679 and any law implementing, supplementing, or replacing it. "UK GDPR" means the GDPR as incorporated into United Kingdom law.

"PHI" means Protected Health Information as defined under HIPAA. Where Exhibit 2 applies, references to Personal Data include PHI.

"Services" means CoVet's AI-powered veterinary assistant, clinical documentation, transcription, case generation, workflow, client communication, administrative, support, integration, and related services described in the Applicable Agreement or related documentation.

"Subprocessor" means any third party engaged by CoVet or another Subprocessor to Process Personal Data on behalf of Client in connection with the Services.

2. Scope and Roles

2.1 Roles. As between the Parties, Client is the Controller of Personal Data and CoVet is the Processor. Where Client acts as a Processor on behalf of a third-party Controller, Client appoints CoVet as Client's Subprocessor. Where U.S. state privacy laws apply, CoVet acts as a service provider or processor, as applicable, with respect to Personal Data Processed on behalf of Client.

2.2 Client control. Client determines the purposes and means of Processing Personal Data, including the content submitted to the Services, the lawful basis for Processing, and the instructions given to CoVet. Client retains all rights in Client Data, subject to the licenses and permissions needed for CoVet to provide the Services.

2.3 Instructions. Client instructs CoVet to Process Personal Data to provide, secure, maintain, support, troubleshoot, improve, and administer the Services; comply with the Applicable Agreement; comply with Client's configuration choices and Authorized User actions; and comply with applicable law. CoVet will not Process Personal Data for any purpose other than the purposes described in this DPA, the Applicable Agreement, or Client's documented instructions unless required by law. In such case, CoVet shall promptly inform Client of such legal requirement before Processing Personal Data unless the law prohibits such information on important grounds of public interest.

2.4 AI service providers and model training. CoVet will not use Client clinical data, recordings, transcripts, generated notes, or other Client Personal Data to train or fine-tune AI models, and will not permit its AI service providers to do so, except where Client has expressly authorized different Processing in a separate written agreement. CoVet may use aggregated or de-identified information to operate, secure, and improve the Services where such information does not identify Client, Authorized Users, or Data Subjects and is not Personal Data under applicable Data Protection Laws.

3. Client Obligations

Client is responsible for complying with Data Protection Laws that apply to Client's collection, use, disclosure, and transfer of Personal Data to CoVet, including providing notices, obtaining consents, and maintaining a lawful basis for Processing where required.

Client is responsible for the accuracy, quality, and legality of Client Data and for ensuring that Authorized Users submit Client Data only in accordance with the Applicable Agreement and this DPA.

Client will not submit special categories of Personal Data, PHI, or other regulated information to the Services unless such submission is permitted by the Applicable Agreement, is necessary for Client's use of the Services, and Client has satisfied all legal requirements for doing so.

Client will promptly notify CoVet of any Data Subject request, legal restriction, or instruction that affects CoVet's Processing of Personal Data.

4. CoVet Obligations

CoVet will Process Personal Data only in accordance with this DPA, the Applicable Agreement, Client's documented instructions, and applicable law.

CoVet will ensure that personnel authorized to Process Personal Data are subject to confidentiality obligations and receive appropriate privacy and security training.

CoVet will implement and maintain appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, access, or use, as further described in Annex I.B. CoVet will also assist Client in ensuring compliance with its security obligations under Data Protection Laws, in particular for the implementation of appropriate technical and organizational measures to ensure a level of security appropriate to the risk pursuant to Article 32 of the GDPR

Taking into account the nature of Processing and information available to CoVet, CoVet will reasonably assist Client with Data Subject requests, data protection impact assessments, consultations with supervisory authorities, and compliance documentation required under Data Protection Laws.

CoVet will notify Client if CoVet believes that an instruction infringes applicable Data Protection Laws, unless applicable law prohibits such notice.

5. Data Security

CoVet will maintain a written information security program appropriate to the nature of the Services and the risks presented by the Processing. CoVet's program includes administrative, technical, physical, organizational, and operational safeguards designed to protect Personal Data, including access controls, encryption in transit and at rest, logging and monitoring, secure development practices, vulnerability management, incident response procedures, vendor risk management, and employee training.

Additional information about CoVet's security posture is available through CoVet's Security page and Trust Center.

6. Subprocessors

6.1 General authorization. Client gives CoVet general authorization to engage Subprocessors to Process Personal Data in connection with the Services. CoVet will enter into written agreements with Subprocessors that provide, in substance, the same data protection obligations as those set out in this DPA.

6.2 Current list and updates. CoVet's current Subprocessors are listed in Annex I. C and may also be made available through CoVet's Trust Center or another published subprocessor page. CoVet may add, replace, or update Subprocessors by providing notice through the Trust Center, the Services, email, or another commercially reasonable method.

6.3 Objection right. Client may object to a new Subprocessor on reasonable data protection grounds within fourteen (14) days after notice. If the Parties cannot resolve the objection in a commercially reasonable manner, CoVet may make available an alternative, suspend the affected feature, or permit Client to terminate the affected Services as described in the Applicable Agreement.

6.4 In all cases, CoVet shall ensure that its Subprocessors agree to comply with applicable laws (including, without limitation Data Protection Laws), and CoVet shall remain fully liable to Client for the performance of the Subprocessors’ obligations.

7. Data Subject Requests

If CoVet receives a request from a Data Subject relating to Client Personal Data, CoVet will, where legally permitted, direct the Data Subject to Client or notify Client. CoVet will not independently respond to the request except as instructed by Client, required by law, or necessary to confirm that the request relates to Client.

8. Personal Data Breach

The obligation of CoVet to notify Client of a Personal Data Breach and to take action in relation to a Personal Data Breach does not lead to an acknowledgment of any defect or liability on the side of CoVet in relation to that Personal Data Breach.

CoVet will notify Client without undue delay after becoming aware of a Personal Data Breach affecting Client Personal Data. The notice will include information reasonably available to CoVet, which may include the nature of the breach, affected categories of Personal Data and Data Subjects, likely consequences, and measures taken or proposed to address and mitigate the breach.

CoVet will reasonably assist Client with any investigation, mitigation, and legally required notices to supervisory authorities and/or affected data subjects, where required. Client is responsible for determining whether to notify Data Subjects, supervisory authorities, regulators, or other third parties, except where Data Protection Laws require CoVet to provide direct notice.

When Client itself is aware of a Personal Data Breach relevant for the provision of the Services by CoVet, Client shall inform Covet without undue delay thereof, including which measures have been or will be taken by Client.

9. Audits and Documentation

CoVet will make available information reasonably necessary to demonstrate compliance with this DPA, which may include security documentation, policies, certifications, independent audit reports, or written responses. CoVet may satisfy this obligation by making materials available through its Trust Center subject to appropriate confidentiality and access controls.

If Client reasonably requires additional audit activity, Client may request an audit no more than once per calendar year unless required by a supervisory authority or following a Personal Data Breach. CoVet shall allow for, cooperate with, and contribute to any such audit, including inspection relating to the Processing of Personal Data conducted by Client or any third-party auditor mandated by Client. Any audit must be conducted during normal business hours, at Client's expense, on reasonable advance notice, and in a manner that does not unreasonably interfere with CoVet's operations or compromise the security or confidentiality of other customers' data.

10. Return and Deletion

Upon termination or expiration of the Applicable Agreement, CoVet will, in accordance with the Applicable Agreement and the functionality of the Services, delete or make available for retrieval Client Personal Data in CoVet's possession or control. CoVet may retain Personal Data to the extent required by law, necessary for legitimate security, backup, dispute, audit, or compliance purposes, or otherwise permitted by the Applicable Agreement, provided that CoVet continues to protect retained Personal Data under this DPA and limits further Processing to those retained purposes.

11. International Transfers

Client acknowledges that CoVet and its Subprocessors may Process Personal Data in Canada, the United States, the European Economic Area, the United Kingdom, and other locations where CoVet or its Subprocessors maintain operations, subject to the safeguards required by Data Protection Laws.

For transfers of Personal Data from the EEA, United Kingdom, or Switzerland to a country that does not provide an adequate level of protection under applicable Data Protection Laws, the Standard Contractual Clauses and related transfer terms in Exhibit 1 apply to the extent required.

12. Liability and Order of Precedence

The liability of each Party under this DPA is subject to the limitations and exclusions of liability in the Applicable Agreement, except to the extent such limitations or exclusions are prohibited by Data Protection Laws or the Standard Contractual Clauses. If there is a conflict between this DPA and the Applicable Agreement, this DPA controls solely with respect to Processing of Personal Data. If there is a conflict between this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses control to the extent of the conflict.

13. Costs

The costs CoVet may incur in performing its obligations under this DPA (for example, providing assistance to Client in responding to Data Subject requests) may result in CoVet charging Client reasonable fees for additional work. If this is the case, CoVet will inform Client thereof.

14. California Consumer Privacy Act (CCPA)

14.1 This Section 14 applies to the extent CoVet Processes Personal Data subject to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, and any related regulations (“CCPA”). CoVet’s obligations to Client under this DPA with respect to the CCPA are those that the CCPA requires a “Business” (being Client and equivalent to “Controller” under this DPA) have in place with a “Service Provider” (being CoVet and equivalent to “Processor” under this DPA) as those terms are defined by the CCPA. CoVet shall:

(a) not sell or share Personal Information;

(b) not further combine Personal Information, or retain, use, or disclose the Personal Information: (i) outside the direct business relationship between CoVet and Client; or (ii) for any purpose other than for the business purpose(s) specified in Annex I.A, unless otherwise permitted by the CCPA;

(c) upon instruction by Client, stop using Sensitive Personal Information for any purpose other than providing the Services to the extent CoVet has actual knowledge that the Personal Information is Sensitive Personal Information;

(d) refrain from attempting to re-identify any de-identified information disclosed by Client to CoVet under the Applicable Agreement;

(e) refrain from complying with consumer deletion requests submitted directly to CoVet to the extent that CoVet has collected, used, processed, or retained the Personal Information in its role as Service Provider to Client;

(f) provide the same level of privacy protection for Personal Information as is required of Client as a Business under the CCPA, including by implementing reasonable security procedures and practices appropriate to the nature of the Personal Information in accordance with Civil Code Section 1798.81.5;

(g) upon Client's notice, take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information, including by providing documentation confirming that Personal Information subject to a consumer's valid deletion request has been deleted or is no longer retained or used;

(h) promptly notify Client if CoVet determines that it can no longer meet its obligations under the CCPA or under this Section 14; and

(i) remain liable for CoVet's own violations of the CCPA.

14.2 For the purposes of this Section 14: the terms "sell" and "share" shall have the meanings given to them in the CCPA; the term "Personal Data" as used in this DPA shall be replaced with "Personal Information"; the term "Data Subject" as used in this DPA shall be replaced with "consumer"; the term "special categories of Personal Data" as used in this DPA shall be replaced with "Sensitive Personal Information"; and "de-identified information" shall mean data that cannot reasonably be used to infer information about, or otherwise be linked to, an identified or identifiable consumer, or a device linked to such person.

15. Updates to this DPA

CoVet may update this DPA from time to time by posting an updated version or otherwise providing notice. Updates will not materially reduce the level of protection for Personal Data during the term of the Applicable Agreement. Client’s continued use of the Services after an updated DPA becomes effective constitutes acceptance of the updated DPA, unless Client has a separate signed agreement that provides otherwise.

Exhibit 1 – Standard Contractual Clauses

EU SCCs Module 2 – Controller to Processor

SECTION I

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:

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

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’).

(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:

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);

Clause 9 – Clause 9(a), (c), (d) and (e);

Clause 12 – Clause 12(a), (d) and (f);

Clause 13;

Clause 15.1(c), (d) and (e);

Clause 16(e);

Clause 18 – Clause 18(a) and (b).

(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

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

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

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8 - Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. 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 return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘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 purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

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

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all 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.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer 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 (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for 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 audit, the data exporter may take into account relevant certifications held by the data importer.

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

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9 - Use of sub-processors

(a) GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least fourteen (14) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

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

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

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

Clause 10 - Data subject rights

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

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

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.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

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) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) 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 and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) 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.

(f) The Parties agree that if one Party is held liable under paragraph (e), 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.

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

Clause 13 - Supervision

(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) 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.

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:

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;

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;

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:

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

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.

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:

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;

the data importer is in substantial or persistent breach of these Clauses; or

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 that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. 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 one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18 - Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

Name: Client

Address: As per the Applicable Agreement

Contact person’s name, position and contact details: As per the Applicable Agreement

Activities relevant to the data transferred under these Clauses: Submitting, accessing, and using Personal Data in connection with the Services

Signature and date: As per the Applicable Agreement

Role (controller/processor): Controller

Data importer(s):

Name: CoVetAI Inc. (CoVet)

Address: 2810 N Church St, STE 88961, Wilmington, DE 19802, USA

Contact person’s name, position and contact details: virtualciso@mycroft.io

Activities relevant to the data transferred under these Clauses: Processing Personal Data to provide, secure, maintain, support, and improve the Services

Signature and date: As per the Applicable Agreement

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Client's Authorized Users, administrators, employees, contractors, and representatives.

Veterinary clients, pet owners, prospective clients, and contact persons.

Individuals whose information appears in clinical notes, communications, files, recordings, transcripts, support requests, integrations, or other Client Data.

Billing, procurement, legal, support, and business contacts.

Categories of personal data transferred

Account, profile, role, authentication, contact, billing, subscription, and organization information.

Professional and practice information relating to veterinary professionals, clinic staff, administrators, contractors, and other Authorized Users.

Clinical workflow content submitted to or generated through the Services, including audio recordings, transcripts, prompts, messages, files, generated notes, case information, client communications, and related metadata.

Pet owner, client, patient, appointment, and case information to the extent such information identifies or can reasonably be linked to an individual.

Technical, device, usage, log, security, diagnostic, and support information, including IP address, device identifiers, browser or app information, timestamps, and feature usage.

Any other Personal Data submitted by Client or Authorized Users through the Services, subject to the Applicable Agreement and this DPA.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as 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.

Client may submit sensitive or regulated Personal Data only where permitted by the Applicable Agreement and necessary for Client's use of the Services. CoVet does not require Client to submit special categories of Personal Data under the GDPR unless such submission is necessary for Client’s chosen use of the Services and Client has satisfied applicable legal requirements.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Continuous for the duration of Client's use of the Services

Nature of the processing

Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Purpose(s) of the data transfer and further processing

Account creation, authentication, billing, subscription administration, support, and communications.

Recording, upload, transcription, structuring, summarization, drafting, generation, storage, retrieval, and display of clinical, workflow, and communication content requested by Client or Authorized Users.

Operation, maintenance, troubleshooting, security monitoring, abuse prevention, reliability, analytics, and improvement of the Services.

Processing through AI service providers solely to provide the features requested by Client and Authorized Users, subject to this DPA's restrictions on model training and fine-tuning.

Integrations, exports, imports, and data transfers configured or requested by Client or Authorized Users.

Compliance with legal obligations, enforcement of the Applicable Agreement, and protection of the Services, CoVet, Client, Authorized Users, and Data Subjects.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The Processing will continue for the term of the Applicable Agreement and thereafter as necessary for deletion, return, legal, security, backup, audit, or compliance purposes.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

N/A

C. COMPETENT SUPERVISORY AUTHORITY

Data Protection Commission (Ireland)

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) 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.

CoVet maintains technical and organizational measures designed to provide a level of security appropriate to the risk presented by the Processing. Those measures include the controls summarized below and may evolve over time as CoVet's security program matures.

Control Area	Summary
Governance and policies	Information security, data management, incident response, vendor risk, business continuity, secure development, and access control policies.
Access controls	Role-based access, least privilege, unique credentials, access reviews, onboarding and offboarding controls, and authentication safeguards.
Encryption and infrastructure	Encryption in transit and at rest, secure cloud infrastructure, network segmentation where appropriate, hardening, and logical separation of customer data.
Monitoring and incident response	Logging, availability monitoring, security event review, incident response procedures, escalation, remediation, and breach response support.
Vulnerability and secure development	Vulnerability management, penetration testing or vulnerability assessments, patch management, secure software development practices, and code/change review controls.
Personnel and training	Confidentiality obligations, security awareness training, role-specific responsibilities, and workforce security procedures.
Vendor management	Vendor risk review, contractual data protection obligations, and oversight of Subprocessors that may Process Client Personal Data.
Continuity and recovery	Backup, continuity, disaster recovery, and availability practices designed to support reliable delivery of the Services.

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

1. Name: OpenAI, L.L.C

Address: 1455 3rd Street, San Francisco, CA 94158, USA

Contact person’s name, position and contact details: Privacy Team, privacy@openai.com

Description of processing (including a clear delimitation of responsibilities in

case several sub-processors are authorised): AI processing and related model services used to provide requested Service features.

2. Name: Anthropic, PBC (Claude)

Address: 548 Market Street, PMB 90375, San Francisco, CA 94104, USA

Contact person’s name, position and contact details: Privacy Team, privacy@anthropic.com...

Description of processing (including a clear delimitation of responsibilities in

case several sub-processors are authorised): AI processing and related model services used to provide requested Service features.

3. Name: Google LLC (Google Cloud Platform)

Address: 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA,

Contact person’s name, position and contact details: Google Data Protection Office, data-protection-office@google.com...

Description of processing (including a clear delimitation of responsibilities in

case several sub-processors are authorised): Cloud hosting, storage, infrastructure, networking, security, and related platform services.

4. Name: GitHub, Inc

Address: 88 Colin P. Kelly Jr. Street, San Francisco, CA 94107, USA,

Contact person’s name, position and contact details: Privacy Team, privacy@github.com...

Description of processing (including a clear delimitation of responsibilities in

case several sub-processors are authorised): Software development, code hosting, security, deployment, and operational support tooling.

5. Name: Lemonfox.ai

Address: Germany (Lemon Fox GmbH, Torstr. 195, 10115 Berlin)

Contact person’s name, position and contact details: Data protection contact via https://www.lemonfox.ai/privacy...

Description of processing (including a clear delimitation of responsibilities in

case several sub-processors are authorised): Primary audio transcription.

6. Name: Deepgram, Inc

Address: 548 Market St, Suite 25104, San Francisco, CA 94104, USA

Contact person’s name, position and contact details: Privacy/Security Team, security@deepgram.com...

Description of processing (including a clear delimitation of responsibilities in

case several sub-processors are authorised): Backup transcription provider.

7. Name: HubSpot, Inc

Address: 2 Canal Park, Cambridge, MA 02141, USA

Contact person’s name, position and contact details: Privacy Team, privacy@hubspot.com...

Description of processing (including a clear delimitation of responsibilities in

case several sub-processors are authorised): CRM.

8. Name: Stripe, Inc.

Address: 354 Oyster Point Blvd, South San Francisco, CA 94080, USA

Contact person’s name, position and contact details: Data Protection Officer, dpo@stripe.com

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised: Payment processing to execute and settle payments.

9. Name: Twillio, Inc.

Address: 101 Spear Street, Suite 500, San Francisco, CA 94105, USA

Contact person’s name, position and contact details: Privacy Team, privacy@twilio.com

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised: Transmits calls in routing communications.

10. Name: Functional Software, Inc. (d/b/a Sentry)

Address: 45 Fremont Street, 8th Floor, San Francisco, CA 94105, USA

Contact person’s name, position and contact details: Compliance Team, compliance@sentry.io

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised: Technical support.

11. Name: Mycroft Technologies, Inc.

Address: 240 Richmond St. W., Toronto, Ontario M5V 1V6, Canada

Contact person’s name, position and contact details: Privacy Team, privacy@mycroft.io

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised: Cybersecurity support and Trust Center services.

EU SCCs Module 3 – Processor to Processor

SECTION I

Clause 1 - Purpose and scope

(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’).

(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

(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 – Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);

(iii) Clause 9 – Clause 9(a), (c), (d) and (e);

(iv) Clause 12 – Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18 – Clause 18(a) and (b).

(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

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

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

Clause 8 - Data protection safeguards

8.1 Instructions

(a) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(b) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(d) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I. B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4 Accuracy

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. 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 return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (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, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

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

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all 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.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

8.8 - Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;

the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.

(c) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(d) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(e) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

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

(g) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9 - Use of sub-processors

(a) GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least fourteen (14) days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

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

Clause 10 - Data subject rights

(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.

(b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11 - Redress

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

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.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its subprocessor) 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 and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

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

Clause 13 - Supervision

(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

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

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

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

(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, if appropriate in consultation with the controller. 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 controller or 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:

The data exporter shall forward the notification to the controller.

(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.

15.2 Review of legality and data minimisation

(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.

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.

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

the data importer is in substantial or persistent breach of these Clauses; or

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 and the controller 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.

Clause 17 - Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third party beneficiary rights. The Parties agree that this shall be the law of Ireland.