This Data Processing Agreement (“Agreement”) forms part of the Contract for Services (“Principal Agreement”) between
Viqal (Localpepper B.V.)
Barbara Strozzilaan 201
1083HN Amsterdam
(the “Data Processor”)
and
[Customer Name and Address]
(the “Data Controller”)
Together as the “Parties”
WHEREAS
(A) The Customer acts as a Data Controller.
(B) The Data Controller wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor (Viqal).
(C) 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).
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2 “Subprocessor” means any third-party service provider appointed by the Data Processor to assist in processing personal data on behalf of the Data Controller;
1.1.3 “Personal Data” means any information relating to an identified or identifiable individual where such information is contained in Data Processor's content;
1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 “EEA” means the European Economic Area;
1.1.6 “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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
1.1.8.1 a transfer of Personal Data from the Data Processor to a Subprocessor; or
1.1.8.2 an onward transfer of Personal Data from a Subprocessor to another Subprocessor, or between two establishments of a Subprocessor, 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);
1.1.9 “Services” means the concierge services Viqal provides.
1.2 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.
2. Processing of Personal Data
2.1 The Data Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Personal Data; and
2.1.2 not Process Personal Data other than on the Data Controller’s documented instructions.
2.2 The Data Controller instructs the Data Processor to process Personal Data.
3. Data Processor Personnel
The Data Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Subprocessor who may have access to Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant 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 Subprocessor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Management of Customer Chats
Viqal manages chat communications between our customers and their guests. This involves collecting, processing, and storing chat data which may include personal information provided by guests during their interactions with our virtual concierge services.
Types of Information Collected:
Purpose of Data Collection:
Data Retention:
Viqal retains chat data only as long as necessary to fulfill the purposes outlined above or as required by law. We ensure that data is securely stored and access is restricted to authorized personnel only.
Data Protection Measures:
Guest Rights:
Guests have rights concerning their personal information managed through Viqal's services, including:
5. Security
5.1 Backups: Viqal performs regular automatic data backups daily, weekly, and monthly to negate the risk of data loss or corruption. These backups are verified for accuracy to ensure data integrity. Periodically, backups are placed in cold storage to safeguard against central point-of-failure and facilitate recovery from any disastrous events.
5.2 Recovery: Viqal follows a comprehensive disaster recovery approach to mitigate potential failures and interruptions. This includes multiple redundancies to enable immediate system and service recovery. A comprehensive disaster recovery plan is maintained, focusing on business continuity, defining Recovery Time Objective (RTO) and Recovery Point Objective (RPO) to minimize operational impacts. Regular recovery drills are conducted to ensure readiness for real scenarios.
5.3 Data Centers: Viqal operates on Amazon Web Services (AWS) in Frankfurt, Germany, which complies with high industry standards to assure the availability, confidentiality, and integrity of your data.
5.4 Encryption: Viqal uses robust, standardized encryption practices to safeguard data at rest and during transmission. Data at rest is encrypted using advanced cryptographic methodologies like AES-256. For data transmission, SSL/TLS encryption is employed to protect data communicated between users and our servers. A key management process, including regular key rotation, is adopted to maintain high data security standards.
5.5 Access: Viqal follows a strict least-privilege principle for system access. Access to sensitive data is granted only on a need-to-know basis, and all access logs are monitored for abnormal activities. Regular audits of access controls and user privileges ensure ongoing security. Access permissions are regularly revised, and outdated privileges are promptly revoked.
6. Subprocessing
6.1 The Data Processor has appointed the following subprocessors for processing Personal Data:
6.2 The Data Processor shall not appoint (or disclose any Personal Data to) any other Subprocessor without the prior written consent of the Data Controller.
7. Data Subject Rights
7.1 Taking into account the nature of the Processing, the Data Processor shall assist the Data Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligations, as reasonably understood by the Data Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
7.2 The Data Processor shall:
7.2.1 promptly notify the Data Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Personal Data; and
7.2.2 ensure that it does not respond to that request except on the documented instructions of the Data Controller or as required by Applicable Laws to which the Data Processor is subject, in which case the Data Processor shall to the extent permitted by Applicable Laws inform the Data Controller of that legal requirement before the Subprocessor responds to the request.
8. Personal Data Breach
8.1 The Data Processor shall notify the Data Controller without undue delay upon the Data Processor becoming aware of a Personal Data Breach affecting Personal Data, providing the Data Controller with sufficient information to allow the Data Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
8.2 The Data Processor shall co-operate with the Data Controller and take reasonable commercial steps as are directed by the Data Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
9. Data Protection Impact Assessment and Prior Consultation
The Data Processor shall provide reasonable assistance to the Data Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which the Data 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 Personal Data by, and taking into account the nature of the Processing and information available to, the Subprocessors.
10. Deletion or return of Personal Data
10.1 Subject to this section 10, the Data Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Personal Data.
11. Audit rights
11.1 Subject to this section 11, the Data Processor shall make available to the Data Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Data Controller or an auditor mandated by the Data Controller in relation to the Processing of Personal Data by the Subprocessors.
11.2 Information and audit rights of the Data Controller only arise under section 11.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
12. Data Transfers
12.1 The Data Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Data Controller. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
12.2 Any transfer of Personal Data to a Third Country or to an international organization by the Data Processor will be done only on the basis of documented instructions from the Data Controller or in order to fulfill a specific requirement under local law to which the Data Processor is subject and will take place in compliance with Data Protection Laws. The Data Processor may transfer Personal Data to its Subprocessors located in a Third Country, subject to the notification requirements of Section 6.
12.3 The Data Controller agrees that where the Data Processor engages a Subprocessor for carrying out specific processing activities under the Agreement and those activities involve a transfer of Personal Data to any Third Country, the Data Processor and the Subprocessor can ensure compliance with Data Protection Laws by using the Standard Contractual Clauses (SCCs) and, where relevant, the UK International Data Transfer Addendum (UK Addendum), provided the conditions for the use of those SCCs are met.
12.4 The Data Processor shall ensure that any transfer of Personal Data from the UK to a Third Country complies with the UK Data Protection Laws, including but not limited to the UK GDPR and the Data Protection Act 2018. This may include the use of the UK Addendum to the SCCs or other appropriate safeguards as permitted under UK Data Protection Laws.
12.5 For transfers of Personal Data from the European Economic Area (EEA) to the United States, South America, or other regions outside the EEA, the Data Processor shall ensure such transfers comply with EU Data Protection Laws. This may include the use of the Standard Contractual Clauses, binding corporate rules, or other appropriate safeguards recognized under the GDPR.
12.6 The Data Processor shall promptly notify the Data Controller if it becomes aware of any changes to the Data Protection Laws that may impact the legality of any international data transfers under this Agreement and shall work with the Data Controller to implement appropriate measures to address such changes.
12.7 The Data Processor shall ensure that any transfer of Personal Data to a Third Country or an international organization, including but not limited to the United States and South America, will be subject to appropriate safeguards, such as the use of Standard Contractual Clauses, binding corporate rules, certification mechanisms, or other legally recognized instruments for international data transfers.
13. General Terms
13.1 Confidentiality. 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:(a) disclosure is required by law;(b) the relevant information is already in the public domain.
13.2 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.
14. Governing Law and Jurisdiction
14.1 This Agreement is governed by the laws of the Netherlands.
14.2 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, Netherlands, subject to possible appeal to higher courts.
Contact Us:
For any inquiries or concerns regarding the handling of personal information within chat communications, guests or our customers can contact us at customer-service@viqal.com.
