Data Processing Addendum

This Data Processing Addendum (“DPA”), which includes the Standard Contractual Clauses adopted by the European Commission, if applicable, and Standard Contractual Clauses adopted by the Commissioner for Information of Public Importance and Personal Data Protection, if applicable, reflects the parties’ agreement with respect to the terms governing the Processing of Personal Data under Thrivea’s Terms of Use available at website page. (the “Contract”). By creating an account on the platform or otherwise accepting the Terms, the Client, i.e. Admin user agrees to this DPA on behalf of the Client. This DPA is effective as of the date the Terms are accepted and forms part of the binding agreement between the parties (together, the “Agreement”).

We periodically update these terms. If you have an active Thrivea subscription, we will let you know when we do via email or in-app notification.

The term of this DPA shall follow the term of the Contract. Terms not otherwise defined herein shall have the meaning as set forth in the Contract.

1. Definitions

“Controller” means a legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data (and for the purposes of this DPA, means the Client).

“Data Protection Law” means: a) the GDPR when Standard Contractual Clauses adopted by the European Commission apply, or b) the data protection and privacy law applicable under Section 22 of the Terms of Use – Governing Law & Competent Court; Dispute Resolution.

“Data Subject” means the individual to whom Personal Data relates.

“GDPR” means the General Data Protection 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.

“Instruction” means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available). The parties agree that this DPA and the Contract (including the provision of instructions via configuration tools) constitute Client’s documented instructions regarding Company’ processing of User Data (“Documented Instructions”). Company will process User Data only in accordance with Documented Instructions.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Client Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, or erasure of Personal Data.

The terms “process”, “processes” and “processed” will be construed accordingly.

“Processor” means a natural or legal person, public authority, agency, or other body which processes Personal Data on behalf of the Controller (and for the purposes of this DPA, means the Company).

“Standard Contractual Clauses adopted by the European Commission” means the clauses attached hereto as Exhibit I pursuant to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.

“Standard Contractual Clauses adopted by the Serbian Commissioner” means the clauses attached hereto as Exhibit II pursuant to the Decision on Standard Contractual Clauses (“Official Gazette of the Republic of Serbia”, no. 5/2020).

“Sub-Processors Page” means Company’s Sub-Processors list available in Section 6 of the Privacy Policy.

2. Details of Processing

a. Categories of Data Subjects. Controller may submit Personal Data to the Service, the extent of which is determined and controlled by Controller in its sole discretion, and which may include, but is not limited to any personal data provided by any Employee for the purpose of Providing the Service to the Client, in accordance with the Contract.

b. Types of Personal Data. To the extent determined and controlled by the Controller in its sole discretion, and depending on the functionalities of Thrivea used by the Controller, the Processor may process various categories of Personal Data of Employees and other authorized users, including, without limitation:

identification and account data, such as first and last name, display name, prefix, work email address, private email address, password;
employment- and organization-related data, such as job position or title, organizational unit or role, hire date, tenure, employment history, salary payment type, and placement within the Controller’s organizational structure;
contact details, such as work phone number, work mobile number, personal phone number, residency or work address;
time and attendance data, such as attendance records, vacation, sick leave, holidays, remote work days, available days off, and other time-off–related information;
performance- and development-related data, such as performance ratings, reviews, goals, skills, and related notes;
financial and payroll-related data, where enabled by the Controller, such as bank account information (including account holder name, account number, account type, IBAN, bank name, routing number, SWIFT code, or sort code) and salary history (base salary, pay period, and pay frequency);
personal characteristics, such as date of birth, gender, nationality, marital status, spouse information (first and last name, gender, date of birth), hobbies, food preferences, and “about” information;
identity and work eligibility documentation, such as passport number, passport nationality, visas, permits, and related expiration dates;
user-generated content and communications, such as photographs, shared documents, uploaded files, notes, tasks, comments, messages,
and other electronic data submitted, stored, sent, or received through the Service.

The Processor shall process such Personal Data solely on documented instructions of the Controller and only to the extent necessary to provide the Service, in accordance with this DPA and applicable data protection laws. The specific categories and scope of Personal Data processed depend on the Controller’s configuration of the Service and choices regarding the use of Thrivea’s functionalities.

c. Subject-Matter and Nature of the Processing. The subject-matter of Processing of Personal Data by Processor is the provision of the Services 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 Contract.

d. Purpose of the Processing. Personal Data will be Processed for purposes of providing the services set out, as further instructed by Controller in its use of the Services, and otherwise agreed to in the Contract.

e. Duration of the Processing. Personal Data will be Processed for the duration of the Contract, subject to Section 4 of this DPA.

3. Controller’s Responsibility

Within the scope of the Contract and in its use of the services, Controller shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of Personal Data to the Processor and the Processing of Personal Data. For the avoidance of doubt, Controller’s instructions for the Processing of Personal Data shall comply with the Data Protection Law. This DPA is Client’s complete and final instruction to Company in relation to Personal Data and additional instructions outside the scope of the DPA would require a prior written agreement between the parties. Instructions shall initially be specified in the Contract and may, from time to time thereafter, be amended, amplified or replaced by Controller in separate written instructions (as individual instructions).

Controller shall inform Processor without undue delay and comprehensively about any errors or irregularities related to statutory provisions on the Processing of Personal Data.

4. Obligations of Processor

a. Compliance with Instructions. The parties acknowledge and agree that Client is the Controller of Personal Data and Company is the Processor of that data. The Processor shall collect, process, and use Personal Data only within the scope of Controller’s Instructions. If the Processor believes that an Instruction of the Controller infringes the Data Protection Law, it shall immediately inform the Controller without delay. If Processor cannot process Personal Data in accordance with the Instructions due to a legal requirement under any applicable European Union or Member State law, or under the law applicable under Section 22 of Terms of Use Processor will:

promptly notify the Controller of that legal requirement before the relevant Processing to the extent permitted by the Data Protection Law; and
cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Controller issues new instructions with which Processor is able to comply.
If this provision is invoked, Processor will not be liable to the Controller under the Contract for any failure to perform the applicable services until such time as the Controller issues new instructions in regard to the Processing.

b. Security. Processor shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, described under Annex II to Exhibit I and Appendix 3 to Exhibit II. Such measures include, but are not limited to:

the prevention of unauthorized persons from gaining access to Personal Data Processing systems,
the prevention of Personal Data Processing systems from being used without authorization,
ensuring that persons entitled to use a Personal Data Processing system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights, and that, in the course of Processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without authorization,
ensuring that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of Personal Data by means of data transmission facilities can be established and verified,
ensuring the establishment of an audit trail to document whether and by whom Personal Data have been entered into, modified in, or removed from Personal Data Processing systems,
ensuring that Personal Data is Processed solely in accordance with the Instructions,
ensuring that Personal Data is protected against accidental destruction or loss.

Processor will facilitate Controller’s compliance with the Controller’s obligation to implement security measures with respect to Personal Data by

implementing and maintaining the security measures described under Annex II to Exhibit I and Appendix 3 to Exhibit II,
complying with the terms of Section 4.c. (Personal Data Breaches); and
providing the Controller with information in relation to the Processing in accordance with Section 6 (Audits).

c. Confidentiality. Processor shall ensure that any personnel whom Processor authorizes to process Personal Data on its behalf is subject to confidentiality obligations with respect to that Personal Data. The undertaking to confidentiality shall continue after the termination of the above-entitled activities. Company imposes appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection and data security.

d. Personal Data Breaches. Processor will notify the Controller without undue delay but within no more than 72 hours after it becomes aware of any Personal Data Breach affecting any Personal Data. At the Controller’s request, Processor will promptly provide the Controller with all reasonable assistance necessary to enable the Controller to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Controller is required to do so under the Data Protection Law.

Unsuccessful Security Incidents. Client agrees that:

an unsuccessful Security Incident will not be subject to this Section 4 (d). An unsuccessful Security Incident is one that results in no unauthorized access to Personal Data or to any of Company’s equipment or facilities storing Personal Data, which include but does not limit to: pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents; and
Company’s obligation to report or respond to a Security Incident under this Section 4 (d) is not and will not be construed as an acknowledgement by Company of any fault or liability of Company with respect to the Security Incident.

Notification(s) of Security Incidents, if any, will be delivered to one or more of Client’s administrators by any means Company selects, including via email. It is Client’s sole responsibility to ensure Client’s administrators maintain accurate contact information on the Company management console and secure transmission at all times.

e. Deletion or Retrieval of Personal Data. Other than to the extent required to comply with Data Protection Law, following termination or expiration of the Contract, Processor will delete or return all Personal Data (including copies thereof) processed pursuant to this DPA. If Processor is unable to delete Personal Data for technical or other reasons, Processor will apply measures to ensure that Personal Data is blocked from any further Processing.

Controller shall, upon termination or expiration of the Contract and by way of issuing an Instruction, stipulate, within a period of time set by Processor, the reasonable measures to return data or to delete stored data. Any additional cost arising in connection with the return or deletion of Personal Data after the termination or expiration of the Contract shall be borne by the Controller.

Controller may request from the Processor the deletion of the Employee’s Personal Data via privacy@thrivea.com.

5. Data Subject Requests

Processor will enable Controller to respond to requests from Data Subjects to exercise their rights under the applicable Data Protection Law in a manner consistent with the functionality of the Service. To the extent that Controller does not have the ability to address a Data Subject request, then upon Controller’s request Processor shall provide reasonable assistance to the Controller to facilitate such Data Subject request to the extent able and only as required by applicable Data Protection Law. Controller shall reimburse Processor for the commercially reasonable costs arising from this assistance.

Processor will provide reasonable assistance, including by appropriate technical and organizational measures and taking into account the nature of the Processing, to enable Controller to respond to any request from Data Subjects seeking to exercise their rights under the Data Protection Law with respect to Personal Data (including access, rectification, restriction, deletion or portability of Personal Data, as applicable), to the extent permitted by the law. If such a request is made directly to Processor, Processor will promptly inform Controller and will advise Data Subjects to submit their request to the Controller. Controller shall be solely responsible for responding to any Data Subjects’ requests.

6. Audits

Processor shall, in accordance with Data Protection Laws and in response to a reasonable written request by Controller, make available to Controller such information in Processor’s possession or control related to Processor’s compliance with the obligations of data processors under Data Protection Law in relation to its Processing of Personal Data.

Controller may, upon written request and at least 30 days’ notice to Processor, during regular business hours and without interrupting Processor’s business operations, conduct an inspection of Processor’s business operations or have the same conducted by a qualified third-party auditor subject to Processor’s approval, which shall not be unreasonably withheld.

Processor shall, upon Controller’s written request and on at least 30 days’ notice to the Processor, provide Controller with all information necessary for such audit, to the extent that such information is within Processor’s control and Processor is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party.

Company may at its discretion provide reasonable cooperation to Client in connection with any data protection impact assessment (at Client’s expense) or consultations with supervisory authorities that may be required in accordance with applicable Data Protection Law.

7. Sub-Processors

a. Appointment of Sub-Processors. Controller acknowledges and agrees to (a) the engagement as sub-Processors of Processor’s affiliated companies and the third parties listed in Section 6 of Privacy Policy, and (b) that Processor and Processor’s affiliated companies respectively may engage third-party sub-Processors in connection with the provision of the Service. For the avoidance of doubt, the above authorization constitutes Controller’s general written authorization to the sub-Processing by Processor for purposes of Clause 9 of the Standard Contractual Clauses adopted by the European Commission and Article 8 of the Standard Contractual Clauses adopted by the Commissioner.

Where Processor engages sub-Processors, Processor will enter into a contract with the sub-Processor that imposes on the sub-Processor the same obligations that apply to Processor under this DPA. Where the sub-Processor fails to fulfil its data protection obligations, Processor will remain liable to the Controller for the performance of such sub-Processors obligations.

Where a sub-Processor is engaged, the Controller must be granted the right to monitor and inspect the sub-Processor’s activities in accordance with this DPA and the Data Protection Law, including to obtain information from the Processor, upon written request, on the substance of the contract and the implementation of the data protection obligations under the sub-Processing contract, where necessary by inspecting the relevant contract documents.

The provisions of this Section 7 shall mutually apply if the Processor engages a sub-Processor in a country outside the European Economic Area (“EEA”) not recognized by the European Commission as providing an adequate level of protection for personal data if applicable, or in a country not recognized by the Commissioner for Information of Public Importance and Personal Data Protection Commission as providing an adequate level of protection for personal data. If when and where applicable, in the performance of this DPA, Company transfers any Personal Data to a sub-Processor located outside of the EEA, Company shall, in advance of any such transfer, ensure that a legal mechanism to achieve adequacy in respect of that processing is in place. If when and where applicable, in the performance of this DPA, Company transfers any Personal Data to a sub-Processor located outside of the Republic of Serbia, Company shall, in advance of any such transfer, ensure that a legal mechanism to achieve adequacy in respect of that processing is in place.

b. Current Processor List and Notification or Objection to New Sub-Processors. If the Processor intends to instruct sub-Processors other than the companies listed on the Sub-Processors Page, the Processor will notify the Controller by updating the list of Sub-Processors in the Privacy Policy available at website page and will give the Controller the opportunity to object to the engagement of the new sub-Processors within 3 days after being notified. The objection must be based on reasonable grounds. If the Processor and Controller are unable to resolve such objection, the Processor may proceed with the engagement of the new sub-Processor, and such engagement shall not constitute a breach of this Agreement nor give rise to any right of termination.

8. Data Transfer

Controller acknowledges and agrees that, in connection with the performance of the services under the Contract, Personal Data will be transferred to Company in the Republic of Serbia. Processor may access and perform Processing of Personal Data on a global basis as necessary to provide the Service, in accordance with the Contract.

The Standard Contractual Clauses adopted by the European Commission in Exhibit I will apply with respect to Personal Data transfer from EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for Personal Data (as described in the Data Protection Law).

The Standard Contractual Clauses adopted by the Serbian Commissioner in Exhibit II will apply with respect to Personal Data transfer from a country that does not provide an adequate level of protection for Personal Data (as described in Personal Data Protection Act).

To the extent that Controller or Processor are relying on a specific statutory mechanism to normalize international data transfers and that mechanism is subsequently revoked or held in a court of competent jurisdiction to be invalid, Controller and Processor agree to cooperate in good faith to pursue a suitable alternate mechanism that can lawfully support the transfer.

9. General Provisions

The Parties are liable according to the general rules of applicable law, however, Company is liable according to the scope set out in the Contract. Client agrees to indemnify and hold Company harmless from any and all demands, losses, liability, claims or expenses (including attorneys’ fees) made against Company by any third party due to or arising out of or in connection with the Client’s breach of any obligation of the Data Protection Law.

In case of any conflict, this DPA shall take precedence over the regulations of the Contract. Where individual provisions of this DPA are invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be affected.

Upon the incorporation of this DPA into the Contract, the parties indicated in Section 10 below (Parties to this DPA) are agreeing to the Standard Contractual Clauses adopted by the European Commission (where and as applicable) and all appendixes attached thereto, as well as Standard Contractual Clauses adopted by the Commissioner (where and as applicable) and all appendixes attached hereto. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses in Annex, the Standard Contractual Clauses shall prevail, provided however: (a) Controller may exercise its right of audit under clause 8.9(c) and (d) of the Standard Contractual Clauses, and subject to the requirements of section 6 of this DPA; and (b) Processor may appoint sub-Processors as set out, and subject to the requirements of, section 4 and section 7 of this DPA. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses adopted by the Serbian Commissioner in Exhibit II hereof, the Standard Contractual Clauses adopted by the Serbian Commissioner shall prevail, provided however: (a) Controller may exercise its right of audit under Article 11 of the Standard Contractual Clauses adopted by the Serbian Commissioner, and subject to the requirements of section 6 of this DPA; and (b) Processor may appoint sub-Processors as set out, and subject to the requirements of, section 4 and section 7 of this DPA.

This DPA replaces all previously signed DPAs, previous written or oral correspondence, offers or proposals exchanged between the Parties. Unless otherwise specifically prescribed in this DPA, the DPA may be amended only in writing in the form of a separate Annex or DPA to be signed by both Parties. No action, conduct or behavior of any of the Parties during the term of the contractual relationship can be interpreted as a waiver of this provision or as a proposal to amend this provision.

10. Parties to this DPA

This DPA is an amendment to and forms part of the Contract. Upon the incorporation of this DPA into the Contract, Controller and the Company that are each a party to the Contract are also each a party to this DPA.

The legal entity agreeing to this DPA as Controller represents that it is authorized to agree to and enter into this DPA for and is agreeing to this DPA solely on behalf of, the Controller.