Data Processing Agreement

This Data Processing Agreement is a legal agreement between Quick Response Technologies Pvt. Ltd. ("Recepto", "we", "our", "us") and you (the "Customer", "you"). This Data Processing Agreement supplements our Recepto Services – Terms and Conditions available at https://recepto.ai/terms-and-conditions which you opt into when signing up for Services provided by Recepto. This Data Processing Addendum takes effect (or be deemed to have come into effect) based on the day you signed up for our Services. You can opt out anytime by cancelling your Recepto account.

The Processor has agreed to provide the Services to the Controller in accordance with the Terms of Service. In providing the Services, the Processor shall process Customer Data on behalf of the Controller. Customer Data may include Personal Data. The Processor will process and protect such Personal Data in accordance with the terms of this DPA.

In providing the Services to the Controller pursuant to the Terms of Service, the Processor shall process Personal Data only to the extent necessary to provide the Services in accordance with both the Terms of Service and the Controller's instructions documented in the Terms of Service and this DPA.

Data Subjects shall include Customer's contacts and other end users including Customer's employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects also include individuals attempting to communicate with or transfer Personal Data to the Controller's end users.

Information pertaining to Customer's contacts, and other Personal Data such as website/ application usage information, messaging data, system usage data, application integration data, and other electronic data submitted, stored, sent, or received by Customer's end users that such end users voluntarily share with Recepto via the Services. Customer confirms that it will not be providing sensitive or special categories of Personal Data to Recepto.

The subject-matter of Processing of Personal Data is the provision of the Services by the Processor to the Controller that involves the Processing of Personal Data. Personal Data will be subject to those Processing activities as may be specified in the Terms of Service.

Personal Data will be Processed for purposes of providing the Services set out in the Terms of Service and otherwise agreed to in any applicable Order Form signed by the Customer.

Personal Data will be Processed for the duration of the Customer's agreement with Recepto governed by the Terms of Service, subject to the below mentioned obligations of the Processor.

The Processor confirms that it shall process Personal Data on behalf of the Controller and shall take steps to ensure that any natural person acting under the authority of the Processor who has access to Personal Data does not process the Personal Data except on instructions from the Controller. The Processor shall promptly inform the Controller, if in the Processor's opinion, any of the instructions regarding the processing of Personal Data provided by the Controller, breach any applicable Data Protection Law.

The Processor shall ensure that all employees, agents, officers, and contractors involved in the handling of Personal Data:

• are aware of the confidential nature of the Personal Data and are contractually bound to keep the Personal Data confidential;
• have received appropriate training on their responsibilities as a data processor; and
• are bound by the terms of this DPA.

The Processor shall implement appropriate technical and organizational procedures to protect Personal Data, 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.

The Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

• the pseudonymisation and encryption of Personal Data;
• the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
• the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
• a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

The Controller represents and warrants that it shall comply with the Terms of Service, this DPA and all applicable Data Protection Laws.

The Controller represents and warrants that it has obtained any and all necessary permissions and authorizations necessary to permit the Processor, its Affiliates and Sub-Processors, to execute their rights or perform their obligations under this DPA. The Controller is responsible for compliance with all applicable Data Protection Laws, including requirements with regards to the transfer of Personal Data under this DPA and the Terms of Service.

All Affiliates of the Controller who use the Services shall comply with the obligations of the Controller set out in this DPA.

The Controller acknowledges and agrees that: (i) Affiliates of the Processor may be used as Sub-processors; and (ii) the Processor and its Affiliates respectively may engage Sub-processors in connection with the provision of the Services. All Sub-processors who process Personal Data in the provision of the Services to the Controller shall comply with the obligations of the Processor similar to those set out in this DPA.

The current list of Sub-processors can be obtained by sending an email to contact@recepto.ai

The limitations on liability set out in the Terms of Service apply to all claims made pursuant to any breach of the terms of this DPA.

The parties agree that the Processor shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Sub-processors to the same extent the Processor would be liable if performing the services of each Sub-processor directly under the terms of this DPA, subject to any limitations on liability set out in the Terms of Service.

The Processor shall make available to the Controller all information reasonably necessary to demonstrate compliance with its processing obligations and allow for and contribute to audits and inspections. Any audit conducted under this DPA shall consist of an examination of the most recent reports, certificates and/or extracts prepared by an independent auditor bound by confidentiality provisions similar to those set out in the Terms of Service.

Upon expiration or termination of the Controller's engagement of the Processor under the Terms of Service, Processor shall return or delete all Personal Data save that it shall be entitled to maintain Personal Data following the termination of the agreement for statistical and/or financial purposes provided that the Controller maintains such Personal Data on an aggregated basis or otherwise after having removed all personally identifiable attributes from such Personal Data.

The Processor shall notify the Controller without undue delay after becoming aware of (and in any event within 72 hours of discovering) any accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access to any Personal Data ("Data Breach").

The Processor will take all commercially reasonable measures to secure the Personal Data, to limit the effects of any Data Breach and to assist the Controller in meeting the Controller's obligations under applicable law.

In the event that the Processor receives a request from a Data Subject in relation to Personal Data, the Processor will refer the Data Subject to the Controller unless otherwise prohibited by law. The Controller shall reimburse the Processor for all costs incurred resulting from providing reasonable assistance in dealing with a Data Subject request or assisting the Controller in complying with its duties.

The Controller and the Processor and, where applicable, their representatives, shall cooperate, on request, with a supervisory data protection authority having powers and authority under the applicable Data Protection Laws in the performance of their respective obligations under this DPA.

The term of this DPA shall coincide with the commencement of the Controller's engagement of the Processor governed by the Terms of Service and this DPA shall terminate automatically together with termination or expiry of such agreement.

This DPA sets out the entire understanding of the parties with regards to the subject matter herein. General provisions of the Terms of Service shall, in so far as they are not inconsistent herewith, apply to this DPA.

In case of any conflict between the terms of this DPA and the Terms of Service, the terms of this DPA shall take precedence in so far as the subject matter to which it relates.

This DPA shall be governed by the laws of India. The courts of Bangalore, India shall have exclusive jurisdiction for the settlement of all disputes arising under this DPA.