Anam.ai - Data Processing Addendum

This Data Processing Addendum (“DPA”) is entered into as of the Addendum Effective Date by and between: (1) ANAM.AI LTD, a company incorporated and registered in the United Kingdom with company number 15214363 with its registered office at Fora, White Collar Factory, Old Street Yard, London, England, EC1Y 8AF (“Anam”); and (2) the entity who is a counterparty to the Agreement (as defined below) (“Customer”), together the “Parties” and each a “Party”.

INTERPRETATION
1. In this DPA (including the introduction above), the following terms shall have the meanings set out in this Section 1, unless expressly stated otherwise:
  1. “Addendum Effective Date” means the effective date of the Agreement.
  2. “Agreement” means the Anam Terms and Conditions entered into by between Anam and Customer (together with any Order Form referred to therein), or any other agreement entered into by and between the Parties that provides that this DPA will be incorporated therein by reference.
  3. “Applicable Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction directly applicable to Anam’s Processing of Customer Personal Data under the Agreement.
  4. “Cross-Border Transfer” means the disclosure, grant of access or other transfer of Customer Personal Data to any person located in any country or territory outside the UK, which does not benefit from an adequacy decision under the GDPR.
  5. “Customer Personal Data” means any Personal Data within Customer Content Processed by Anam or its Sub-Processor on behalf of Customer to perform the Services under the Agreement.
  6. “Data Subject” means the identified or identifiable natural person to whom Customer Personal Data relates.
  7. “Data Subject Request” means the exercise by a Data Subject of its rights in accordance with Applicable Data Protection Laws in respect of Customer Personal Data and the Processing thereof.
  8. “EEA” means the European Economic Area.
  9. “GDPR” means, as and where applicable to Processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law (as amended from time to time) (“UK GDPR”).
  10. “Personal Data Breach” means a breach of Anam’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data in Anam’s possession, custody or control. For clarity, Personal Data Breach does not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data.
  11. “Services” means those services and activities to be supplied to or carried out by or on behalf of Anam for Customer pursuant to the Agreement (including provision of access to the Anam Services in the manner described therein).
  12. “Staff” means a person’s employees, agents, consultants, contractors or other staff.
  13. “Sub-Processor” means any third party appointed by or on behalf of Anam to Process Customer Personal Data.
  14. “Supervisory Authority” means any governmental or regulatory body with competent authority to enforce any Applicable Data Protection Laws, including: (i) in the context of the EEA and the EU GDPR, a “supervisory authority” within the meaning given to that term in the EU GDPR; and (ii) in the context of the UK and the UK GDPR, the UK Information Commissioner’s Office.
  15. “UK Transfer Tool” means either (i) the template International Data Transfer Agreement version A.1.0; or (ii) template International Data Transfer Addendum version B.1.0, in each case as issued by the UK Information Commissioner’s Office and laid before the UK Parliament in accordance with s119A of the UK Data Protection Act 2018 on 2 February 2022 and in each case as revised under the relevant Mandatory Clauses thereof set out in Part 4 or Part 2 (respectively).
2. Unless otherwise defined in this DPA, all capitalised terms in this DPA shall have the meaning given to them in the Agreement. The terms “Controller”, “Personal Data”, “Process” (and its grammatical inflections) and “Processor” shall each have the meaning given to that term in the GDPR.
PROCESSING OF CUSTOMER PERSONAL DATA
1. The Parties acknowledge and agree that the details of Anam’s Processing of Customer Personal Data (including the respective roles of the Parties relating to such Processing) are as described in Annex 1 (Data Processing Details) to the DPA.
2. Anam shall not Process Customer Personal Data other than: (a) on Customer’s instructions; or (b) as required by applicable laws provided that, in such circumstances, Anam shall inform Customer in advance of the relevant legal requirement requiring such Processing if and to the extent Anam is: (i) required to do so by Applicable Data Protection Laws; and (ii) permitted to do so in the circumstances. Customer instructs Anam to Process Customer Personal Data to provide the Services to Customer and in accordance with the Agreement (as further described in Annex 1 (Data Processing Details). The Agreement is a complete expression of such instructions, and Customer’s additional instructions will be binding on Anam only pursuant to any written amendment to this DPA signed by both Parties. Where required by Applicable Data Protection Laws, if Anam receives an instruction from Customer that, in its reasonable opinion, infringes Applicable Data Protection Laws, Anam shall notify Customer.
3. Without limitation to the generality of Section 2.2, by its integration and use of any Connected Application as part of the Services, Customer hereby instructs Anam to Process any Personal Data comprised in any relevant Connected Data (“Connected Application Personal Data”) to the fullest extent required to enable Anam to provide the Services. In respect of any such Connected Application Personal Data and any Processing thereof, Customer acknowledges and agrees that: (a) Anam acts as a Processor on behalf of Customer; (b) the relevant provider of the Connected Application may act as a Controller in its own right or as a (sub-)Processor of Customer; (c) neither Anam nor the relevant provider of the Connected Application acts as a (sub-)Processor of the other in respect of Anam’s Processing of such Connected Application Personal Data; and (d) as between Customer and Anam, Anam has no obligation to agree or establish any terms, conditions or arrangements with the relevant provider of the Connected Application in relation to: (i) Anam’s Processing of Connected Application Personal Data, nor (ii) any Restricted Transfer(s) initiated by Customer to or from Anam from or to the provider of the relevant Connected Application.
4. Anam shall take commercially reasonable steps designed to ascertain the reliability of any Anam Staff who Process Customer Personal Data, and shall enter into written confidentiality agreements with all Anam Staff who Process Customer Personal Data that are not subject to professional or statutory obligations of confidentiality.
SECURITY

Anam shall implement and maintain technical and organisational measures in relation to Customer Personal Data designed to protect Customer Personal Data against Personal Data Breaches as described in Annex 2 (Security Measures) (the “Security Measures”). Anam may update the Security Measures from time to time, provided the updated measures do not materially decrease the overall protection of Customer Personal Data.

DATA SUBJECT RIGHTS

Anam, taking into account the nature of the Processing of Customer Personal Data, shall provide Customer with such assistance as may be reasonably necessary and technically feasible to assist Customer in fulfilling its obligations to respond to Data Subject Requests. If Anam receives a Data Subject Request, Customer will be responsible for responding to any such request. Anam shall: (a) promptly notify Customer if it receives a Data Subject Request; and (b) not respond to any Data Subject Request, other than to advise the Data Subject to submit the request to Customer, except as required by Applicable Data Protection Laws.

PERSONAL DATA BREACH

Anam shall notify Customer without undue delay upon Anam’s confirmation of a Personal Data Breach affecting Customer Personal Data. Anam shall provide Customer with information (insofar as such information is within Anam’s possession and knowledge and does not otherwise compromise the security of any Personal Data Processed by Anam) to allow Customer to meet its obligations under Applicable Data Protection Laws to report the Personal Data Breach. Anam’s notification of or response to a Personal Data Breach shall not be construed as Anam’s acknowledgement of any fault or liability with respect to the Personal Data Breach. Customer is solely responsible for complying with notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breaches.

SUB-PROCESSING
1. Customer generally authorises Anam to appoint Sub-Processors in accordance with this Section 6. Information about Anam’s Sub-Processors, including their functions and locations is as shown in the Sub-Processor list displayed from time to time at our Sub-Processor Page (the “Sub-Processor List”). Without limitation, Customer authorises Anam engagement of the Sub-Processors listed on the Sub-Processor List as of the Addendum Effective Date.
2. Anam shall give Customer prior written notice of the appointment of any proposed Sub-Processor, including reasonable details of the Processing to be undertaken by the Sub-Processor by updating the Sub-Processor List and providing a means by which Customer may subscribe to receive notice of such updates (or otherwise providing written notice to Customer). Customer agrees that Customer is solely responsible for ensuring that it subscribes to such updates, and it shall do so. If, within fourteen (14) days of receipt of that notice, Customer notifies Anam in writing of any objections (on reasonable grounds based on good faith concerns that the use of that proposed Sub-Processor would cause Customer to be in breach of Applicable Data Protection Laws causing unavoidable or irreparable harm) to the proposed appointment: (a) Anam shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, which avoids the use of that proposed Sub-Processor; and (b) where: (i) such a change cannot be made within thirty (30) days from Anam’s receipt of Customer’s notice; (ii) no commercially reasonable change is available; and/or (iii) Customer declines to bear the cost of the proposed change, then Customer may terminate the Agreement by written notice to Anam as its sole and exclusive remedy. If Customer does not object to Anam’s appointment of a Sub-Processor during the objection period referred to in Section this 6.2, Customer shall be deemed to have approved the engagement and ongoing use of that Sub-Processor.
3. With respect to each Sub-Processor, Anam shall maintain a written contract between Anam and the Sub-Processor that includes terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this DPA (including the Security Measures). Anam shall remain liable for any breach of this DPA caused by a Sub-Processor.
AUDITS
1. Anam shall make available to Customer on request, such information as Anam (acting reasonably) considers appropriate in the circumstances to demonstrate its compliance with this DPA.
2. Subject to Sections 7.3 to 7.5, in the event that Customer (acting reasonably) is able to provide documentary evidence that the information made available by Anam pursuant to Section 7.1 is not sufficient in the circumstances to demonstrate Anam’s compliance with this DPA, Anam shall allow for and contribute to audits, including on-premise inspections, by Customer or an auditor mandated by Customer in relation to the Processing of Customer Personal Data by Anam.
3. Customer shall give Anam reasonable notice of any audit or inspection to be conducted under Section 7.2 (which shall in no event be less than fourteen (14) days’ notice) and shall use its best efforts (and ensure that each of its mandated auditors uses its best efforts) to avoid causing any destruction, damage, injury or disruption to Anam’s premises, equipment, Staff, data, and business (including any interference with the confidentiality or security of the data of Anam’s other customers or the availability of Anam’s services to such other customers).
4. Prior to conducting any audit, Customer must submit a detailed proposed audit plan providing for the confidential treatment of all information exchanged in connection with the audit and any reports regarding the results or findings thereof. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. Anam will review the proposed audit plan and provide Customer with any feedback, concerns or questions (for example, any request for information that could compromise Anam security, privacy, employment or other relevant policies). Anam will work cooperatively with Customer to agree on a final audit plan.
5. Anam need not give access to its premises for the purposes of such an audit or inspection: (a) where a third-party audit report or certification (e.g., SOC 2 Type 2, ISO 2700x, NIST or similar audit report or certification) is accepted in lieu of such access (such acceptance not to be unreasonably withheld or conditioned); (b) to any individual unless they produce reasonable evidence of their identity; (c) to any auditor whom Anam has not approved in advance (acting reasonably); (d) to any individual who has not entered into a non-disclosure agreement with Anam on terms acceptable to Anam; (e) outside normal business hours at those premises; or (f) on more than one occasion in any calendar year during the term of the Agreement, except for any audits or inspections which Customer is required to carry out under the GDPR or by a Supervisory Authority. Nothing in this DPA shall require Anam to furnish more information about its Sub-Processors in connection with such audits than such Sub-Processors make generally available to their customers. Nothing in this Section 7 shall be construed to obligate Anam to breach any duty of confidentiality.
RETURN AND DELETION
1. Following expiration or earlier termination of the Agreement, Anam shall promptly return and/or delete all Customer Personal Data in Anam’s care, custody or control in accordance Customer’s instructions as to the post-termination return and deletion of Customer Personal Data expressed in the Agreement. To the extent that deletion of any Customer Personal Data contained in any back-ups’ maintained by or on behalf of Anam is not technically feasible within the timeframe set out in Customer’s instructions, Anam shall (a) securely delete such Customer Personal Data in accordance with any relevant scheduled back-up deletion routines (e.g., those contained within Anam’s relevant business continuity and disaster recovery procedures); and (b) pending such deletion, put such Customer Personal Data beyond use.
2. Notwithstanding the foregoing, Anam may retain Customer Personal Data where required by applicable laws, provided that Anam shall (a) maintain the confidentiality of all such Customer Personal Data and (b) Process the Customer Personal Data only as necessary for the purpose(s) and duration specified in the applicable law requiring such retention.
DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

Anam shall, taking into account the nature of the Processing and the information available to Anam, provide reasonable assistance to Customer, at Customer’s cost, with any data protection impact assessments and prior consultations with Supervisory Authorities, which Customer reasonably considers to be required by Article 35 or 36 of the GDPR, in each case solely in relation to Processing of Customer Personal Data by Anam.

CUSTOMER’S RESPONSIBILITIES
1. Customer agrees that, without limiting Anam’s obligations under Section 3 (Security), Customer is solely responsible for its use of the Services, including (a) making appropriate use of the Services to maintain a level of security appropriate to the risk in respect of the Customer Personal Data; and (b) securing Customer’s systems and devices that Anam uses to provide the Services.
2. Customer shall ensure: (a) that there is, and will be throughout the term of the Agreement, a valid legal basis for the Processing by Anam of Customer Personal Data in accordance with this DPA and the Agreement (including, any and all instructions issued by Customer from time to time in respect of such Processing) for the purposes of all applicable laws (including Article 6, Article 9(2) and/or Article 10 of the GDPR (where applicable)); and (b) that all Data Subjects have (i) been presented with all required notices and statements required by applicable laws having regard to the nature of the Services and associated Processing (including as required by Article 12-14 of the GDPR (where applicable)); and (ii) provided all required consents, in each case (i) and (ii) relating to the Processing by Anam of Customer Personal Data.
DATA TRANSFERS
1. Customer acknowledges and agrees that Anam may effect Cross-Border Transfers to third parties under or in connection with this Agreement, subject to Section 11.2 (including where Anam’s use of a Sub-Processor involving a Cross-Border Transfer is approved in accordance with Section 6).
2. Anam agrees that it shall not make any Cross-Border Transfer in connection with Anam’s Processing of Customer Personal Data as Customer’s Processor otherwise than in reliance on a ‘transfer mechanism’ under Chapter V of the GDPR for that Cross-Border Transfer, for which purpose Customer agrees that Anam’s entry into a UK Transfer Tool with the relevant ‘importer’ shall be sufficient in relation to any Cross-Border Transfer.
MISCELLANEOUS
1. Incorporation and Application. This DPA shall be incorporated into and form part of the Agreement with effect on and from the Addendum Effective Date. This DPA: (a) applies only if and to the extent Applicable Data Protection Laws govern Anam’s Processing of Customer Personal Data in performance of the Services as a ‘processor’, ‘service provider’ or similar role defined under Applicable Data Protection Laws; and (b) does not apply to Anam’s Processing of any Personal Data for its own business/customer relationship administration purposes, its own marketing or service analytics, its own information and systems security purposes supporting the operation of the Services, nor its own legal, regulatory or compliance purposes.
2. Liability. The total aggregate liability of either Party towards the other Party, howsoever arising, under or in connection with this DPA will under no circumstances exceed any limitations or caps on, and shall be subject to any exclusions of, liability and loss agreed by the Parties in the Agreement.
3. Variation. Anam may on notice vary this DPA to the extent that (acting reasonably) it considers necessary to address the requirements of Applicable Data Protection Laws from time to time. Each Party shall act in good faith to agree variations to this DPA that are reasonably necessary to address the requirements of Applicable Data Protection Laws from time to time.
4. Conflict. In the event of any conflict or inconsistency between this DPA and the Agreement, this DPA shall prevail to the extent of such conflict or inconsistency relating to the Processing of Customer Personal Data.
Data Processing Details

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