Subsights AI

Data Processing Agreement

Data Processing Agreement (DPA) governing how Subsights AI processes personal data on behalf of customers.

Last Updated: 2025-07-2025

This Data Processing Agreement ("DPA") is incorporated by reference into the Subsights Subscription Agreement (the "Agreement") and forms a binding part of that agreement.

This DPA is between: (1) Subsights LLC (the "Processor" or "Subsights"); and (2) The customer entity that has executed the Agreement (the "Controller").

This DPA applies to the Processing of Personal Data by Processor on behalf of the Controller in the provision of the Services defined in the Agreement.

1. Definitions
1.1. In this DPA, "Personal Data," "Processing," "Controller," "Processor," "Sub-processor," "Data Subject," and "Personal Data Breach" shall have the meanings given in the GDPR.
1.2. "Applicable Laws" means the data protection and privacy laws applicable to the Processing of Personal Data under the Agreement, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the UK GDPR, and the California Consumer Privacy Act ("CCPA").
1.3. "Standard Contractual Clauses" or "SCCs" means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2021/914, as amended or replaced from time to time.
1.4. "Partner" means a third-party entity participating in the Subsights Partner Program who may be engaged by the Controller for referral, setup, or administration services related to the Services.

2. Roles and Scope of Processing
2.1. Roles. The parties acknowledge that for the purposes of Applicable Laws, the Controller is the controller of the Personal Data, and Subsights is the Processor.
2.2. Scope. Subsights shall process Personal Data only on the documented instructions of the Controller, including with regard to transfers of Personal Data, unless required to do so by applicable law. The Agreement and this DPA constitute the Controller's complete instructions to Subsights for the Processing of Personal Data.
2.3. Role of Partners. Controller acknowledges that it may engage or have been referred by a Partner. To the extent Controller authorizes a Partner to access or manage its account, Controller provides general authorization for that Partner to act as a Sub-processor under this DPA for the purposes of providing setup, administration, and support services. Subsights shall ensure that any such Partner is bound by data protection obligations substantially similar to those contained herein.

3. Details of Processing
3.1. Subject-Matter: The provision of AI-driven chat services and related analytics as defined in the Agreement.
3.2. Duration: For the term of the Agreement, until the deletion of all Personal Data by Subsights in accordance with this DPA.
3.3. Nature and Purpose: To provide, secure, and monitor the AI chatbot platform, manage user accounts, and generate analytics for the Controller.
3.4. Categories of Data Subjects: a. Controller’s employees and authorized users of the Services ("Business Users"). b. Visitors and end-users of the Controller’s websites who interact with the chatbot ("End-Users").
3.5. Categories of Personal Data: a. Business User Data: Name, email address, job title, and authentication credentials. b. End-User Data: Chat transcripts (which may contain any Personal Data an End-User voluntarily provides), IP address, browser/device information, and usage metadata.

4. Sub-processors
4.1. General Authorization Controller provides a general authorization for Subsights to engage Sub-processors to provide the Services.
4.2. Authorized Sub-processors Controller authorizes Subsights to engage the following Sub-processors. Subsights shall maintain an up-to-date list of its Sub-processors in this Section.

Infrastructure & Platform

  • Amazon Web Services (AWS)
    • Purpose: Cloud hosting, storage, and computing services
    • Location: United States (with EU regions available)

AI Language Models

  • OpenAI, L.L.C.
    • Purpose: AI model processing for chatbot functionality
    • Location: United States
  • Google LLC
    • Purpose: AI model processing for chatbot functionality
    • Location: United States
  • Anthropic, PBC
    • Purpose: AI model processing for chatbot functionality
    • Location: United States
  • Mistral AI
    • Purpose: AI model processing for chatbot functionality
    • Location: France

Payment Processing

  • Stripe, Inc.
    • Purpose: Payment processing and billing
    • Location: United States

Authentication & SSO

  • Auth0, Inc. (an Okta company)
    • Purpose: User authentication and single sign-on
    • Location: United States
  • Okta, Inc.
    • Purpose: User authentication and single sign-on
    • Location: United States

CRM & Customer Support

  • Apollo.io (ZenLeads, Inc.)
    • Purpose: Customer relationship management and support
    • Location: United States
  • HubSpot, Inc.
    • Purpose: Customer relationship management and support
    • Location: United States

Subscription Management & Billing

  • Chargebee Inc.
    • Purpose: Subscription and billing management
    • Location: United States
  • Recurly, Inc.
    • Purpose: Subscription and billing management
    • Location: United States

Transactional Email Services

  • Amazon SES
    • Purpose: Email delivery services
    • Location: United States
  • Mailgun Technologies, Inc.
    • Purpose: Email delivery services
    • Location: United States
  • Twilio Inc. (SendGrid)
    • Purpose: Email delivery services
    • Location: United States

Error & Application Monitoring

  • Sentry (Functional Software, Inc.)
    • Purpose: Error tracking and application monitoring
    • Location: United States
  • Datadog, Inc.
    • Purpose: Error tracking and application monitoring
    • Location: United States
  • Rollbar, Inc.
    • Purpose: Error tracking and application monitoring
    • Location: United States

Authorized Partners

  • Any Partner engaged by the Controller for setup or administration, subject to Section 2.3
    • Purpose: Setup, administration, and support services
    • Location: Varies by partner

4.3. Notice and Objection. Subsights shall provide Controller with at least fifteen (15) days' prior written notice of any new Sub-processor not listed above. Controller may object to the appointment of a new Sub-processor on reasonable, data-protection-related grounds.

5. International Data Transfers
5.1. Processor and its Sub-processors may transfer Personal Data outside the European Economic Area (EEA), UK, or California only where a valid transfer mechanism is in place, such as the Standard Contractual Clauses, or as otherwise authorized by the Controller. The parties hereby enter into the Standard Contractual Clauses (Module Two: Transfer controller to processor) attached as Annex 1, which are incorporated herein. For transfers subject to the UK GDPR, the parties enter into the UK Addendum attached as Annex 2.

6. Security Measures
6.1. Processor shall implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Such measures shall include, at a minimum: a. Encryption of Personal Data at rest and in transit; b. Network isolation and access controls for cloud infrastructure; c. Role-based access controls (RBAC) for all internal systems with audit logging; d. Regular vulnerability scanning and periodic third-party penetration tests; e. A formal incident detection and response plan.

7. Personal Data Breach
7.1. Upon becoming aware of a Personal Data Breach affecting the Controller's Personal Data, Processor shall notify the Controller without undue delay, and where feasible, within seventy-two (72) hours.
7.2. Processor shall provide the Controller with sufficient information to allow the Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under Applicable Laws.

8. Audit and Monitoring
8.1. Upon written request, Processor shall make available to the Controller information necessary to demonstrate compliance with this DPA, including summaries of its security policies and recent third-party audit reports or certifications (e.g., SOC 2, ISO 27001), redacted as necessary to protect confidential information.
8.2. Any on-site audit shall be subject to at least thirty (30) days' prior notice, limited to once per year, and shall not unreasonably disrupt Processor’s business operations.

9. Data Retention and Deletion
9.1. Processor shall retain Personal Data only for as long as necessary to provide the Services under the Agreement.
9.2. Upon termination of the Agreement, Processor shall retain the Controller's Personal Data in a deactivated state for a grace period of ninety (90) days to allow for account reactivation. Following the expiration of this grace period, if the Controller has not reactivated their account, Processor shall securely delete all Personal Data in its possession within a further thirty (30) days, unless applicable law requires longer storage. During the grace period, the Controller may request immediate deletion by contacting Processor at info@subsights.com in writing.

10. CCPA Addendum
10.1. To the extent Processor processes personal information of California residents, the Controller is the “Business” and Processor is the "Service Provider." Processor shall comply with its obligations under Cal. Civ. Code § 1798.100 et seq. and shall not retain, use, or disclose such personal information for any purpose other than for the specific purpose of performing the Services specified in the Agreement.

11. General Provisions
11.1. Governing Law. This DPA shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles.
11.2. Liability. Each party’s liability under this DPA shall be subject to the limitations and exclusions of liability set out in the Agreement.
11.3. Termination. This DPA shall terminate automatically upon the termination or expiration of the Agreement.
11.4. Severability. If any provision of this DPA is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

Annex 1: Standard Contractual Clauses (Module Two: Transfer 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: (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”). (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. (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: (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8.1(b), 8.9(a), (c), (d) and (e); (iii) Clause 9(a), (c), (d) and (e); (iv) Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) 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 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: (i) 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; (ii) 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; (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial procedures; or (iv) 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) 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 15 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: (i) 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; (ii) 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) 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. (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: (i) 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; (ii) 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; (iii) 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 shall promptly inform the data exporter 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: (i) 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 (ii) 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: (i) 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; (ii) the data importer is in substantial or persistent breach of these Clauses; or (iii) 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 the 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 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.

APPENDIX

ANNEX I
A. LIST OF PARTIES

  • Data exporter(s): The Controller as defined in the DPA (customer entity executing the Agreement).
    • Contact details: As provided in the Agreement.
    • Data Protection Officer/Representative: Not applicable unless appointed by the Controller.
  • Data importer(s): Subsights LLC.
    • Contact person for data protection: info@subsights.com (include 'Data Protection Request' in subject/body for priority handling).

B. DESCRIPTION OF TRANSFER

  • Categories of data subjects whose personal data is transferred: Controller’s employees and authorized users of the Services ("Business Users"); Visitors and end-users of the Controller’s websites who interact with the chatbot ("End-Users").
  • Categories of personal data transferred: Business User Data: Name, email address, job title, and authentication credentials. End-User Data: Chat transcripts (which may contain any Personal Data an End-User voluntarily provides), IP address, browser/device information, and usage metadata.
  • Sensitive data transferred (if applicable) and applied restrictions or safeguards: Potentially included if voluntarily provided by End-Users in chat transcripts (e.g., health information, financial details like credit card numbers, or other special categories under GDPR Article 9). No sensitive data is required or systematically collected. Safeguards: Strict purpose limitation to service provision; encryption at rest/transit; role-based access controls; audit logging; no onward transfers without authorization; immediate deletion upon request or termination.
  • The frequency of the transfer: Continuous basis during service usage (real-time chat interactions and ongoing analytics/reporting).
  • Nature of the processing: Provision, securing, and monitoring of AI chatbot platform; user account management; analytics generation.
  • Purpose(s) of the data transfer and further processing: To enable the Controller to deploy AI chatbots, handle inquiries, and analyze performance as per the Agreement.
  • The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Retained for the term of the Agreement plus grace/deletion periods as per DPA Section 9 (90-day grace + 30-day deletion, unless longer required by law).
  • For transfers to (sub-) processors: Subject matter, nature, and duration mirror the above, as detailed in DPA Section 4; limited to providing infrastructure, AI models, payment, etc., for the duration of the Services.

C. COMPETENT SUPERVISORY AUTHORITY

  • The Data Protection Commission of Ireland (as the authority responsible under Clause 13, based on the choice of Irish law).

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:

  • Encryption of Personal Data at rest (e.g., AES-256) and in transit (e.g., TLS 1.3).
  • Network isolation and access controls for cloud infrastructure (e.g., VPCs, firewalls).
  • Role-based access controls (RBAC) for all internal systems with audit logging of access events.
  • Regular vulnerability scanning (weekly/monthly) and periodic third-party penetration tests (annually or upon major changes).
  • Formal incident detection and response plan, including 24/7 monitoring and breach notification protocols.
  • Employee training on data protection; confidentiality agreements.
  • Data minimization: Only process necessary data; no training of third-party models on customer data.
  • Backups with redundancy; disaster recovery testing.
  • Compliance certifications: Pursuing SOC 2/ISO 27001 (as referenced in DPA).
  • For transfers to (sub-) processors: Sub-processors are bound by equivalent measures via contracts; Subsights ensures assistance (e.g., audit rights, security reports) to the Controller.

ANNEX III - LIST OF SUB-PROCESSORS

  • The Sub-processors listed in DPA Section 4.2.

Annex 2: International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (UK Addendum)

This Addendum amends the SCCs (Annex 1) for transfers subject to UK GDPR.

Part 1: Tables

  • Table 1: Parties
    • Start date: Effective Date of DPA.
    • The Parties: As in Annex I.A of SCCs.
  • Table 2: Selected SCCs, Modules and Selected Clauses
    • Addendum EU SCCs: The SCCs in Annex 1 (Module Two).
  • Table 3: Appendix Information
    • Annex 1A: List of Parties: As in SCCs Annex I.A.
    • Annex 1B: Description of Transfer: As in SCCs Annex I.B.
    • Annex II: Technical and Organisational Measures: As in SCCs Annex II.
    • Annex III: List of Sub-processors: As in SCCs Annex III.
  • Table 4: Ending this Addendum when the Approved Addendum Changes
    • Neither Party may end this Addendum as set out in Part 2 Section 19.

Part 2: Mandatory Clauses

  • This Addendum incorporates the SCCs by reference.
  • References to "Regulation (EU) 2016/679" or "GDPR" in the SCCs mean the UK GDPR.
  • References to EU institutions mean equivalent UK bodies (e.g., Information Commissioner's Office for supervisory authority).
  • Clause 6: "Description of the transfer(s)" – As in Table 3.
  • Clause 17: Governing law – Law of England and Wales.
  • Clause 18: Choice of forum – Courts of England and Wales.
  • The Addendum prevails over conflicting SCC terms.
  • Interpretation: These Clauses must be interpreted in a manner that is consistent with the UK GDPR and any relevant UK law.
  • Hierarchy: In case of conflict between this Addendum and the SCCs, this Addendum prevails for UK transfers.
  • Third-Party Beneficiaries: Data subjects have third-party beneficiary rights as in the SCCs, adapted for UK law.
  • Liability: Liability provisions from SCCs Clause 12 apply, subject to UK GDPR limits.
  • Supervision: The Information Commissioner's Office (ICO) is the competent supervisory authority for UK transfers.
  • Local Laws: Clause 14 applies, with references to EU law changed to UK law.
  • Public Authority Access: Clause 15 applies similarly.
  • Non-Compliance and Termination: Clause 16 applies.
  • Revocation: Either Party may revoke if UK adequacy is granted or UK GDPR changes.
  • Governing Law for Addendum: Law of England and Wales.
  • Jurisdiction: Courts of England and Wales.
  • Variation: This Addendum may be updated if the UK Government issues revisions; Parties agree to cooperate on changes