Data Processing Agreement

This Data Processing Agreement (“Agreement“) forms part of the Agreement for the Services (“Principal Agreement“) between Briced (as a “Data Processor”) and the Client (as a “Data Controller”) (and together as the “Parties”).

This Data Processing Agreement applies to all data sent from Client to Briced; not only that part of data that would fall under the GDPR. While implemented with the GDPR in mind, it should be compatible with other potential data legislation as well, such as the new CCPA (California Consumer Privacy Act) that goes into effect on the 1st of January 2020.

Briced has a dedicated Data Protection Officer: Maurice Sikkink, which can be reached by email at hello@briced.com.

Effective date: 5 April 2024

WHEREAS:

  1. The Client acts as a Data Controller.
  2. The Client wishes to subcontract certain Services, which imply the processing of personal data, to Briced.
  3. The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  4. The Parties wish to lay down their rights and obligations.


IT IS AGREED AS FOLLOWS:
Article 1. Definitions and Interpretation

  1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
    1. Agreement: this Data Processing Agreement.
    2. Client Personal Data: any Personal Data Processed by a Contracted Processor on behalf of Client pursuant to or in connection with the Principal Agreement.
    3. Contracted Processor: a Subprocessor.
    4. Data Protection Laws: means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.
    5. EEA: means the European Economic Area.
    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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
    7. GDPR: EU General Data Protection Regulation 2016/679.
    8. Data Transfer: (i) a transfer of Client Personal Data from the Client to a Contracted Processor; or (ii) an onward transfer of Client Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws).
    9. Services: the SaaS services that Briced provides.
    10. Subprocessor: any person appointed by or on behalf of Briced to process Personal Data on behalf of the Client in connection with the Agreement.
    11. Sensitive Data: (a) social security number, passport number, driver's license number or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; or (f) other information that falls within the definition of "special categories of data" under the GDPR or any other applicable Data Protection Laws.
    12. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

Article 2. Processing of Client Personal Data

  1. Briced shall:
    1. comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and
    2. not Process Client Personal Data other than on the relevant Client’s documented instructions.
  2. The Client instructs Briced to process Client Personal Data.

Article 3. Details of Data Processing

  1. Briced processes the data of the Client to deliver Services as outlined in the Terms of Use. This involves retrieving emails and calendar events via the Google Workspace APIs, analyzing these emails and calendar events with the aid of Mistral to generate relevant tasks, and executing actions such as sending and scheduling emails and calendar events on behalf of the Client, contingent upon their approval.
  2. The processing includes information received from Clients’ end-users through the automated retrieval of emails and calendar events from Google Workspace APIs and subsequent analysis by Mistral to identify task-related data. This may involve, but is not limited to, the following personal data properties:
    • Email and calendar event content, including the body of emails, for the purpose of task generation and management.
    • Sender and recipient information, such as email addresses, to facilitate communication management and task association.
    • Date and time stamps associated with emails and calendar events to organize and schedule tasks effectively.
    • Subject lines of emails and calendar events to assist in task categorization and prioritization.
    • This processing is carried out through direct programmatic integration with Google Workspace APIs and our task management infrastructure, ensuring secure and efficient service delivery in line with the agreed-upon services.

Article 4. Categories of Data Subjects

The categories of Data Subjects in this agreement include, but are not limited to, our Clients' End-Users, characterized by:

Article 5. Processor Personnel

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

Article 6. Security

  1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Briced shall in relation to the Client Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
  2. In assessing the appropriate level of security, Briced shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
  3. To see what third-party service providers Briced uses and that may be used to process Personal Data and their compatibility with the GDPR and other data regulation frameworks, see “Security Architecture Document”.

Article 7. Subprocessing

  1. Briced may engage another processor (sub-processor) without prior specific authorization of the Data Controller. Briced shall inform the Client of any intended changes concerning the addition or replacement of other processors (sub-processors), thereby giving the Client the opportunity to object to such changes.
  2. Where Briced engages another processor (sub-processor) for carrying out specific processing activities on behalf of the Client, the same data protection obligations as set out this processor agreement or other legal act between the Client and Briced as referred to in article 28, paragraph 3, of the GDPR, shall be imposed on that other processor (sub-processor) by way of contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR.
  3. Briced uses the sub-processors as identified on Briced’s website here, which list may be updated by Briced from time to time. By using the Services, the Client hereby provides authorization to engage such sub-processors. For a list of Sub-processors appointed by Briced see: “Security Architecture Document”.

Article 8. Data Subject Rights

  1. Taking into account the nature of the Processing, Briced shall assist the Client by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client obligations, as reasonably understood by Client, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
  2. Briced shall:
    1. promptly notify Client if it receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data; and
    2. ensure that it does not respond to that request except on the documented instructions of Client or as required by Applicable Laws to which Briced is subject, in which case Briced shall to the extent permitted by Applicable Laws inform Client of that legal requirement before the Contracted Processor responds to the request.

Article 9. Personal Data Breach

  1. Briced shall notify Client without undue delay upon Briced becoming aware of a Personal Data Breach affecting Client Personal Data, providing Client with sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  2. Briced shall co-operate with the Client and take reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

Article 10. Data Protection Impact Assessment and Prior Consultation

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

Article 11. Deletion or return of Client Personal Data

Subject to this section 9, Briced shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Client Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Client Personal Data.

Article 12. Audit rights

  1. Subject to this section 10, Briced shall make available to the Client on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Client or an auditor mandated by the Client in relation to the Processing of the Client Personal Data by the Contracted Processors.
  2. Information and audit rights of the Client only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

Article 13. Data Transfer

Any transfers of Personal Data under the Principal Agreement from the EU, EEA, Member States and Switzerland to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws or which transfer is not otherwise governed by a framework approved by the European Commission (such as the EU‐US and Switzerland‐US Privacy Shield framework) to which Briced is officially certified, shall be subject to the Standard Contractual Clauses (SCC) of the European Commission. The Standard Contractual Clauses shall come into effect and be deemed executed upon execution of this Agreement and shall apply pursuant to the order of precedence described in the preceding sentence.

Article 14. Confidentiality

  1. Each Party must keep this Agreement and 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: (i) disclosure is required by law; (ii) the relevant information is already in the public domain.
  2. In case it is required by comply with relevant laws, Client’s and/or End-User data might be released to the authorities.

Article 15. Notices

All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

Article 16. Governing Law and Jurisdiction

  1. This Agreement is governed by the laws of the Netherlands.
  2. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Amsterdam.

Article 17. Utilizing Mistral for AI-Powered Task Creation

  1. Engagement with Mistral AI: In our platform's utilization of Mistral's AI capabilities, user consent is required for processing emails and calendar events for the sole purpose of automated task creation. The data used in these processes, including the results generated, aligns with our data retention policies and is specifically aimed at improving productivity and efficiency within our CRM tool.
  2. Nature of Data Shared with Mistral: Our interaction with Mistral entails processing the contents of company emails and calendar events, which may include, but are not limited to, the names and company email addresses of individuals, email subjects, bodies, and calendar event details. It's important to clarify that while we process company-related data, all operations comply fully with GDPR and CCPA regulations, ensuring that any personally identifiable information (PII) is handled with the utmost respect for privacy and security.

  3. Handling of Personally Identifiable Information: