Client Privacy Notice

Client Privacy Notice

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client engages Service Provider to perform services as described in the Scope of Work below and, in connection therewith, Service Provider will receive certain personal and business information relating to Client and Client's customers; and

WHEREAS, the parties acknowledge the need to define how Personal Data will be collected, used, disclosed, retained, secured and otherwise managed to ensure compliance with applicable privacy and data protection obligations and to protect the privacy interests of data subjects.

WHEREAS, the parties intend this Client Privacy Notice to set forth binding contractual terms governing the processing of such data and to give notice to Client of Service Provider's practices concerning Client Data.

SCOPE OF WORK

NOTICE OF COLLECTION — CATEGORIES OF PERSONAL DATA

Service Provider may collect and process the following categories of Personal Data in connection with the Scope of Work:

Identifiers (name, date of birth, government ID numbers)

Contact information (email, telephone, postal address)

Financial data (bank account, payment card details)

Special categories of data (sensitive categories processed only if necessary)

Usage and technical data (IP addresses, device identifiers, service logs)

PURPOSES AND LAWFUL BASIS FOR PROCESSING

Personal Data will be processed for the following purposes: to perform contractual obligations under the Scope of Work, to invoice and obtain payment, to provide support and updates, to comply with legal obligations, and for legitimate business interests such as analytics and fraud prevention. Where required, Service Provider will obtain Client consent prior to processing special categories of data.

RECIPIENTS, SUBPROCESSORS AND TRANSFERS

Service Provider may disclose Personal Data to third-party subprocessors and service providers engaged to perform functions such as payment processing, hosting, analytics and legal compliance. Service Provider will ensure that any such recipient is bound by contractual obligations to provide at least the same level of protection as described herein. Cross-border transfers outside the jurisdiction of collection shall be conducted under appropriate safeguards.

RETENTION

Personal Data will be retained for the period necessary to fulfill the purposes described in this Notice and to satisfy legal, tax or accounting obligations. At a minimum, Service Provider will retain Personal Data for: Retention period:

DATA SUBJECT RIGHTS

Subject to applicable law, data subjects have rights to access, rectify, erase, restrict, port and object to processing of their Personal Data. Service Provider shall implement reasonable procedures to enable Client to respond to such requests within applicable timeframes and shall, to the extent required by law, assist Client in responding to requests affecting Client's customers or personnel.

Client represents and warrants that it will provide all required notices and obtain all required consents from data subjects where such consents are legally required prior to Service Provider's processing.

SECURITY

Service Provider shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction or damage. Measures shall include access controls, encryption where appropriate, secure backup procedures and regular security testing.

DATA BREACH NOTIFICATION

In the event of a confirmed data breach affecting Personal Data processed under this Notice, Service Provider will notify Client without undue delay after becoming aware of the breach and will provide reasonably available information to enable Client to meet any legal notification obligations. Notification will include the nature of the breach, categories of data affected, and remediation steps.

PAYMENT TERMS

Client agrees to pay Service Provider for services as set forth below. Payment obligations are independent of the processing of Personal Data and are included here to reflect contract terms connected to the Scope of Work.

TERM AND TERMINATION

This Notice and any related services commence on the Start Date and shall continue until the End Date unless earlier terminated in accordance with the terms below.

Upon termination or expiration, Service Provider will, at Client's direction, return or securely destroy Personal Data. Unless directed otherwise, Service Provider may retain copies of Personal Data to the extent necessary to comply with legal obligations, resolve disputes or enforce agreements.

CONFIDENTIALITY

Each party shall keep confidential all non-public information received from the other party that is identified as confidential or that reasonably should be understood to be confidential given its nature. Confidential Information includes Personal Data as defined herein. Confidential Information shall not be disclosed except as required by law or as necessary to perform the Scope of Work and subject to appropriate confidentiality protections.

LIMITATION OF LIABILITY (PRIVACY)

Except for breaches of confidentiality and obligations to maintain the security of Personal Data, neither party shall be liable for indirect, incidental, special or consequential damages. The parties' aggregate liability for direct damages arising out of processing Personal Data under this Notice shall not exceed the total fees paid under the related services over the twelve (12) month period preceding the claim, except where prohibited by applicable law.

GOVERNING LAW

This Client Privacy Notice shall be governed by and construed in accordance with the laws of the jurisdiction agreed by the parties below. The parties submit to the exclusive jurisdiction of competent courts in that jurisdiction for any dispute arising hereunder.

ENTIRE AGREEMENT

This Client Privacy Notice, together with any referenced exhibits or the Scope of Work, constitutes the entire agreement between the parties with respect to the processing of Personal Data and supersedes all prior understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

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