Data Processing Agreement

Unless otherwise defined herein, capitalized terms and expressions used in this DPA 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 related to the Company or Company’s customers or employees Processed in connection with the Principal Agreement;

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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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:
1.8.1) a transfer of Company Personal Data from Controller to the Processor or a Contracted Processor; or
1.8.2) an onward transfer of Company Personal Data from the Processor to a Subprocessor, or between two establishments of a Subprocessor;

1.9) "Services" means online secure services provided by the Processor, such as email, calendar, drive and other services as developed by the Processor. The details and pricing of the Services can be found on the Processor’s website.

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

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 or other applicable Data Protection Law, and their cognate terms shall be construed accordingly.

Processor shall:

2.1) comply with all applicable Data Protection Laws in the Processing of Company Personal Data;

2.2) not process Company Personal Data other than on Controller’s documented instructions set out in this Section 2, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, Processor shall inform Controller of that legal requirement before Processing, unless that law prohibits such notification on important grounds of public interest.

Controller instructs Processor to process Company Personal Data to:

2.3) provide the Services and related technical support;

2.4) fulfil Controller’s lawful instructions necessary to comply with applicable law or resolve disputes in connection with the Services;

2.5) perform processing activities strictly necessary to operate, maintain, and secure the Services (including activities aimed at optimising security, privacy, confidentiality, and core functionalities).

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and/or to comply with Data Protection Laws and other relevant legislation 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.

In accordance with Article 32 (1) of the GDPR, the Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing. These measures shall be designed to protect the rights and freedoms of natural persons, considering the risks of varying likelihood and severity, including the risk of a Personal Data Breach. The Processor shall also assess the risks associated with processing activities and apply measures that are consistent with the requirements set forth in Article 32 (1) GDPR, ensuring the security of Company Personal Data at all times. A description of such measures is provided in Annex A (Technical and Organisational Measures), which is incorporated by reference into and forms part of this Agreement.

Subject to this Agreement, the Company grants general authorization to the Processor to engage Subprocessors and disclose or transfer Company Personal Data to them. The Company acknowledges and approves the list of Subprocessors outlined in the Processor’s Privacy Policy, understanding that this list may be updated by the Processor from time to time. In such case, the Processor shall notify the Company at least 15 days in advance of any intended addition or replacement of a Subprocessor, thereby giving the Company the opportunity to object on reasonable data protection grounds. If the Company objects and the Parties cannot reach a mutually acceptable resolution, the Company may terminate the Agreement with respect to the affected Services. Processor ensures that Subprocessors are subject to an agreement with Processor no less restrictive and protective than the present Agreement with respect to the protection of Company Personal Data, to the extent applicable to the nature of the services provided by the Subprocessor.

Taking into account the nature of the processing, Processor shall reasonably assist Company for the fulfilment of Company’s obligations to respond to requests to exercise Data Subject rights under the Data Protection Laws.

Processor shall:

6.1) promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

6.2) ensure that it does not respond to that request except on the documented instructions of Controller 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 Controller of that legal requirement before the Contracted Processor responds to the request; and

6.3) assist Controller in ensuring compliance with the obligations pursuant to Article 32 GDPR (security of processing), taking into account the nature of the Processing and the information available to Processor. Such assistance shall include providing Controller with information on the technical and organisational measures implemented by Processor and, upon reasonable request, additional information necessary for Controller to demonstrate compliance.

The Processor shall manage any Personal Data Breach in compliance with applicable Data Protection Laws and its internal Personal Data Breach procedures. In the event of a Personal Data Breach affecting company Personal Data, the Processor shall notify the Company without delay, providing sufficient information to enable the Company to fulfill its obligations under Data Protection Laws, including informing Data Subjects as necessary. In such cases, Processor shall provide Company with sufficient information to allow Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

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

Each party shall bear the costs of the investigation, remediation, mitigation, and other related costs to the extent a Data Breach is caused by such party.

Each party shall bear the costs of any fines, penalties, damages, or other related amounts imposed by an authorized regulatory body, governmental agency, or court of competent jurisdiction to the extent arising from such party’s breach of its obligations under this Agreement.

Processor shall provide reasonable assistance to Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller 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 Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

In case of cessation of any Service involving the Processing of Company Personal Data, the Processor shall delete all Company Personal Data, unless and only to the extent that Union or Member State law requires retention. Should the Company require a copy of their data, they must request it before the deletion of their account; requests made after the account has been deleted can no longer be considered.

Subject to this section 10, Processor shall make available to Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Company or an auditor mandated by Company in relation to the Processing of the Company Personal Data by the Contracted Processors. Company shall not exercise its audit rights more than once per calendar year except following a Personal Data Breach or an instruction by a regulatory authority. Company shall give Processor at least 45 days prior written notice of its intention to audit Processor pursuant to this Agreement. Audit shall be conducted during Processor’s business hours, shall not cause disproportionate disruption to Processor’s operations and shall ensure the protection of the Company’s, Processor’s and other Data Subjects’ Personal Data. Processor and Company shall mutually agree in advance on the date, scope, duration and security and confidentiality controls applicable to the audit.

Company acknowledges that the signing of a non-disclosure agreement may be required by the Processor prior to the conduction of the audit. All audits shall be at the Company’s sole expense, including reimbursement of Processor’s reasonable costs and expenses (including staff time, legal, and administrative costs) incurred in connection with supporting the audit.

Information and audit rights of Company only arise under section 10 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

To the extent possible, the Processor shall only transfer or authorize the transfer of Data to countries within Switzerland, the EU and/or countries subject to an adequacy decision, as provided for in art. 45 GDPR and art. 16 Swiss FADP. If Personal Data processed under this Agreement is transferred from Switzerland or any country within the EU or any country subject to an adequacy decision to a country outside of this scope, the Parties shall ensure that the Personal Data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on Switzerland- and/or EU- and/or UK- approved and then-current standard contractual clauses for the transfer of Personal Data or other transfer mechanisms as provided for by Data Protection Laws. Processor shall be authorized to perform such transfers to Subprocessors provided that adequate safeguards are implemented with regards to the nature of the transfer.

Compliance with Applicable Laws. Processor will process Company Personal Data in accordance with this Agreement and Data Protection Laws applicable to its role under this Agreement. Processor is not responsible nor liable for complying with Data Protection Laws solely applicable to Company by virtue of its business or industry.

‍Confidentiality. Each party must keep any information it receives about the other party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other party except to the extent that:
‍
(a) disclosure is required by law;
(b) the relevant information is already in the public domain through no fault of the Parties.

‍Notices. All notices and communications given under this Agreement must be in writing and will be sent by email. Controller shall be notified by email sent to the address related to its use of the Services under the Principal Agreement. Processor shall be notified by email sent to the address: connect@morgen.so

Governing Law and Jurisdiction. This Agreement shall be governed by Swiss law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and disputed, actions, claims or causes of action arising out of or in connection with this Agreement, an order form, any document incorporated by reference, Morgen technology, or the Services shall be subject to the exclusive jurisdiction of Zurich, Switzerland.

In accordance with Article 32 GDPR, the Processor implements the following technical and organisational measures to ensure an appropriate level of security, taking into account the nature, scope, context, and purposes of processing, as well as the risks to the rights and freedoms of natural persons.

1. Access Control.
- Access to systems and data is restricted to authorized personnel only, based on the principle of least privilege.
- Two-factor authentication (2FA) is implemented wherever available for access to accounts and systems used to process personal data.
- Access rights are reviewed regularly and revoked without delay when no longer required.

2. Transmission Control
- All data is transmitted using secure communication protocols (e.g., HTTPS/TLS).
- Credentials and sensitive data are encrypted during transfer.

3. Storage Control
- Personal data is encrypted at rest on cloud infrastructure.Backups are stored securely and tested periodically.

4. Data Minimisation and Separation
- Only data strictly necessary to provide the service is collected and processed. For example, calendar account credentials are only collected if the user enables a feature that requires them.
- Data from different customers is logically separated within the systems.

5. Pseudonymisation and Anonymisation
- Where suitable, personal data is pseudonymised or anonymised, particularly when used for service improvement or training machine learning models.

6. Availability and Resilience
- Systems are hosted on cloud providers with high availability and redundancy.
- Monitoring is in place to detect performance issues, vulnerabilities, and attacks.
- Regular backups ensure recoverability in case of data loss.

7. Incident and Breach Response
- Security incidents are logged, monitored, and handled according to industry standard procedures.
- In case of a personal data breach, competent supervisory authorities will be notified without undue delay in accordance with Article 33 GDPR.
- Affected customers will also be notified if the breach poses a risk to the rights and freedoms of individuals.

8. Testing and Monitoring
- Systems and infrastructure are continuously monitored for vulnerabilities and potential attacks.
- Security measures are reviewed and updated on a regular basis to ensure effectiveness.