This Data Processing Agreement (“DPA”) forms part of the terms and conditions of the Answera service agreement between Retsoor Ltd (“Retsoor”) and the customer (“Customer”) and outlines the terms and conditions under which Retsoor processes personal data on behalf of the Customer.

1. Definitions

For the purposes of this DPA, the following terms shall have the meanings given to them below:

1.1. “Controller” means the entity that determines the purposes and means of the processing of personal data.

1.2. “Customer Data” means any personal data processed by Retsoor on behalf of the Customer.

1.3. “Data Protection Laws” means any applicable laws and regulations governing the processing of personal data, including the General Data Protection Regulation (GDPR) (EU) 2016/679.

1.4. “Data Subject” means the individual to whom the personal data relates.

1.5. “Processor” means the entity that processes personal data on behalf of the Controller.

2. Processing of Customer Data

2.1. Retsoor will process Customer Data only for the purposes of providing the Answera service to the Customer.

2.2. Retsoor will only process Customer Data in accordance with the documented instructions of the Customer and will not process the Customer Data for any other purpose.

2.3. Retsoor will take all necessary technical and organizational measures to ensure the security of the Customer Data, including protection against unauthorized or unlawful processing, accidental loss, destruction or damage.

2.4. Retsoor will promptly notify the Customer in the event of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Customer Data.

2.5. Retsoor will cooperate with the Customer in relation to any request from a Data Subject in respect of their personal data, including any request for access, rectification, erasure, or restriction of processing.

2.6. Retsoor will not transfer any Customer Data outside of the European Economic Area without the prior written consent of the Customer.

3. Sub-Processors

3.1. Retsoor may engage third-party sub-processors to process Customer Data on behalf of the Customer.

3.2. Retsoor will ensure that any sub-processor it engages is bound by written obligations equivalent to those set out in this DPA.

3.3. Retsoor will remain fully liable to the Customer for any acts or omissions of any sub-processor it engages.

4. Audit and Compliance

4.1. Retsoor will make available to the Customer all information necessary to demonstrate compliance with this DPA.

4.2. Retsoor will allow the Customer or its designated third-party auditor to audit Retsoor’s compliance with this DPA, subject to reasonable notice and confidentiality obligations.

4.3. Retsoor will immediately inform the Customer if, in its opinion, an instruction infringes Data Protection Laws.

5. Term and Termination

5.1. This DPA will remain in effect for the term of the Answera service agreement.

5.2. Either party may terminate this DPA at any time by giving written notice to the other party.

5.3. On termination of this DPA, Retsoor will promptly return or securely dispose of all Customer Data in its possession or control, unless required by law to retain such data.

6. Governing Law and Jurisdiction

6.1. This DPA shall be governed by and construed in accordance with the laws of England and Wales.

6.2. Any dispute arising out of or in connection with this DPA shall be subject to the exclusive jurisdiction of the courts of England and Wales.

7. Miscellaneous

7.1. This DPA represents the entire understanding between the parties in relation to the processing of Customer Data and supersedes all prior agreements, understandings, and arrangements.

7.2. This DPA may only be amended or varied in writing and signed by both parties.

7.3. The parties agree that this DPA does not confer any rights on any third party.

7.4. In the event of any conflict between the terms of this DPA and the terms of the Answera service agreement, the terms of this DPA shall prevail to the extent necessary to give effect to its provisions.

7.5. This DPA may be executed in counterparts and may be executed and delivered by electronic signature.

By using the Answera service, the Customer agrees to be bound by the terms and conditions of this DPA.