Data Processing Agreement

This Data Processing Agreement is part of the Terms & Conditions agreed between the Client Company and Talentguide (defined in the Terms & Conditions), together the "Parties".

WHEREAS:

1. The Client Company acts as the Data Controller.
2. Talentguide acts as the Data Processor.
3. The Client Company wishes to subcontract certain Services, which imply the processing of personal data, to Talentguide.
4. The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the 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).
5. The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions & Interpretation

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1. "Agreement" means this Data Processing Agreement, and all Schedules.

1.2. "Company Personal Data" means any Personal Data Processed by Talentguide on behalf of the Client Company pursuant to or in connection with the use of the Talentguide SaaS-platform under the Terms & Conditions.

1.3. "Contracted Processor" means a Subprocessor.

1.4. "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.

1.5. "EEA" means the European Economic Area.

1.6. "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.

1.7. "GDPR" means EU General Data Protection Regulation 2016/679.

1.8. "Data Transfer" means:

• a transfer of Client Company Personal Data from the Client Company to a Contracted Processor; or
• an onward transfer of Client Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws).

1.9. "Services" means the services Talentguide provides.

1.10. "Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Client Company in connection with the Agreement.

1.11. The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Client Company Personal Data

2.1. Processor shall:

• comply with all applicable Data Protection Laws in the Processing of Client Company Personal Data; and
• not Process Client Company Personal Data other than on the relevant Client Company’s documented instructions.

2.2. The Client Company instructs Processor to process Client Company Personal Data.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Client Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Client Company Personal Data, as strictly necessary for the purposes of the Terms & Conditions, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Client Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

Processor shall not appoint (or disclose any Client Company Personal Data to) any Subprocessor unless required or authorized by the Client Company.

6. Data Subject Rights

6.1. Taking into account the nature of the Processing, Processor shall assist the Client Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client Company obligations, as reasonably understood by Client Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2. Processor shall:

• promptly notify Client Company if it receives a request from a Data Subject under any Data Protection Law in respect of Client Company Personal Data; and
• ensure that it does not respond to that request except on the documented instructions of the Client Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Client Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1. Processor shall notify Client Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Client Company Personal Data, providing Client Company with sufficient information to allow the Client Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2. Processor shall co-operate with the Client Company and take reasonable commercial steps as are directed by Client Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to the Client Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Client Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Client Company Personal Data

Subject to this section 9 Processor shall promptly and in any event within thirty (30) business days of the date of cessation of any Services involving the Processing of Client Company Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.

10. Data Transfer

The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Client Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

11. Choice Of Law & Forum

This Agreement shall be governed by and construed in accordance with the laws of Belgium and the Parties hereto submit to the exclusive jurisdiction of the courts of Ghent (Ghent division), Belgium.

Before initiating proceedings before the competent courts, the Parties shall exercise reasonable good faith efforts to amicably settle any disputes that might arise during the execution of this Agreement.

This Data Processing Agreement was last modified on April 25, 2024.