Data Processing Addendum

This Data Processing Addendum ("DPA" or "Addendum") forms part of the subscription services agreement or other written or electronic agreement between Takt, Inc. ("Takt") and the customer identified in the Agreement ("Customer") that references or incorporates this DPA (the "Agreement"), and reflects the parties' agreement with respect to the Processing of Customer Personal Data. Except as expressly modified here, the terms of the Agreement remain in full force and effect. The order of precedence between the Standard Contractual Clauses, this DPA, and the Agreement is set out in Section 12. Liability and indemnification are addressed in Section 11. This DPA has five exhibits: Exhibit A (Information Security Standards), Exhibit B (Transfer Impact Assessment Questionnaire and Subprocessors), Exhibit C (Standard Contractual Clauses and UK Addendum), Exhibit D (EU AI Act Addendum), and Exhibit E (Roles of the Parties and Takt Controller Processing).

1. Subject Matter and Duration

1(a) Subject Matter

This DPA reflects the parties' commitment to abide by Data Protection Laws concerning the Processing of Customer Personal Data in connection with Takt's provision of the Services under the Agreement. Reference to the "Services" means the Takt labor management and data analytics platform — including the web application, mobile applications, kiosk applications, TaktTV, APIs, and integrations — and related services provided by Takt under the Agreement.

1(b) Duration and Survival

This DPA is binding upon the parties as of the effective date of the Agreement and will continue in effect for so long as Takt Processes Customer Personal Data on behalf of Customer. Provisions that by their nature are intended to survive termination or expiration of the Agreement — including obligations relating to confidentiality, return or deletion of data, and cross-border transfers — will survive.

2. Definitions

Capitalized terms not defined in this DPA have the meaning given to them in the Agreement.

2(a) Customer Personal Data

"Customer Personal Data" means Personal Data that Takt Processes on behalf of Customer in connection with providing the Services, as further described in Section 9 (Processing Details) and Exhibit B. Customer Personal Data excludes only the limited product analytics and diagnostic data that Takt lawfully Processes as an independent Controller within the scope of Exhibit E, Section E.3. Customer operational data and support content described in Section E.3(1) remain Customer Personal Data.

2(b) Data Protection Laws

"Data Protection Laws" means all data protection and privacy laws and regulations applicable to the Processing of Customer Personal Data under the Agreement, including, where applicable, the EU General Data Protection Regulation 2016/679 ("GDPR"), the GDPR as incorporated into the law of the United Kingdom ("UK GDPR"), the Swiss Federal Act on Data Protection, and U.S. state privacy laws including the California Consumer Privacy Act as amended by the California Privacy Rights Act (together, "CCPA").

2(c) Process / Processing

"Process" or "Processing" means any operation or set of operations performed on Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure, transmission, dissemination, combination, restriction, erasure, or destruction.

2(d) Security Incident

"Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data Processed by Takt. A Security Incident does not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, such as unsuccessful log-in attempts, pings, port scans, denial-of-service attacks, or other network attacks on firewalls or networked systems.

2(e) Subprocessor

"Subprocessor" means a third party authorized by Takt to Process Customer Personal Data on Takt's behalf in connection with the Services.

2(f) Roles of the Parties

For the purposes of this DPA and Data Protection Laws, Customer is the Controller (or, under the CCPA, the Business), and Takt is the Processor (or, under the CCPA, the Service Provider), of Customer Personal Data. Where Customer itself acts as a Processor on behalf of a third-party Controller, Takt acts as a subprocessor. Customer Personal Data includes data that Customer's authorized users create directly in the Services (for example kiosk check-ins, observations, and coaching notes), which is Customer's data and is Processed by Takt as Processor. For the limited product-analytics and diagnostic processing described in Exhibit E, Takt acts as an independent Controller; Exhibit E sets out the roles of the parties for each category of processing and the terms that apply to Takt's Controller processing. "Controller," "Processor," "Data Subject," "Personal Data," "Business," and "Service Provider" have the meanings given in the applicable Data Protection Laws.

2(g) EU AI Act

"EU AI Act" means Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence, as amended, including by Regulation (EU) 2026/1744. The parties' respective obligations under the EU AI Act, and Takt's commitments regarding the use of artificial intelligence in the Services, are set out in Exhibit D (EU AI Act Addendum).

3. Data Use and Processing

3(a) Documented Instructions

Takt will Process Customer Personal Data only on behalf of Customer and in accordance with Customer's documented instructions, including as set out in the Agreement, this DPA, and Customer's authorized use and configuration of the Services, except where Takt is required to Process Customer Personal Data by Union or Member State law to which Takt is subject (or, for Processing subject to the UK GDPR, by the law of the United Kingdom). In that case, Takt will inform Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest. Takt will immediately inform Customer if, in Takt's opinion, an instruction infringes Data Protection Laws, unless prohibited from doing so by law.

3(b) Authorization to Use Subprocessors

Customer provides a general authorization for Takt to engage Subprocessors to Process Customer Personal Data in connection with the Services. Takt maintains a versioned and dated list of Subprocessors in the Takt Trust Center at trust.takt.io. The version of that list in force on the effective date of the Agreement is the agreed list of Subprocessors for the purposes of Article 28(2) GDPR and Clause 9(a) of the EU SCCs, and Takt will make that version, and any earlier or later version, available to Customer on request. The principal Subprocessors as of the date of this DPA are listed in Exhibit B.

3(c) Takt and Subprocessor Compliance

Takt will enter into a written agreement with each Subprocessor that imposes data protection obligations no less protective of Customer Personal Data than those set out in this DPA, to the extent applicable to the nature of the services provided by that Subprocessor. Takt remains responsible for the performance of each Subprocessor's obligations.

3(d) Right to Object to Subprocessors

Notice. Takt will give Customer at least thirty (30) days' advance written notice before adding or replacing a Subprocessor, and in every case before that Subprocessor begins Processing Customer Personal Data. Takt will send that notice directly to every affected Customer, at Customer's designated privacy or security contact or, if none has been designated, at Customer's account administrator. Customer is not required to subscribe to any list, feed, or service in order to receive notice. Publication in the Takt Trust Center is a supplementary channel only and does not satisfy this Section on its own. The notice will identify the Subprocessor and its corporate entity and location, describe the Processing it will carry out, and state the transfer mechanism relied on where the Subprocessor will Process Customer Personal Data outside the EEA or the United Kingdom.

Objection and termination remedy. Customer may object in writing on reasonable data-protection grounds within thirty (30) days of the date of the notice, in which case the parties will discuss the objection in good faith with a view to achieving a commercially reasonable resolution. Takt will not allow the objected-to Subprocessor to Process the objecting Customer's Customer Personal Data while the objection remains unresolved. If no resolution is reached within thirty (30) days of Customer's objection, Customer may terminate the affected Services (and only the affected Services) upon written notice, without penalty, and Takt will refund any prepaid fees for the terminated Services covering the period after the effective date of termination.

Emergency substitution. Where Takt must add or replace a Subprocessor urgently to preserve the security, availability, integrity, or lawfulness of the Services — including where an existing Subprocessor ceases to operate, suffers a Security Incident, or loses a certification or transfer mechanism on which Takt relies — Takt may make the change before the notice period in this Section has run. In that case Takt will notify Customer as soon as reasonably practicable and in any event within five (5) business days of the change, and Customer's objection right and termination remedy under this Section apply from the date of that notice.

3(e) Confidentiality

Takt will ensure that personnel authorized to Process Customer Personal Data are subject to appropriate obligations of confidentiality, whether contractual or statutory.

3(f) Personal Data Inquiries and Requests

Taking into account the nature of the Processing, Takt will provide reasonable assistance to Customer, by appropriate technical and organizational measures and insofar as possible, to respond to requests from Data Subjects to exercise their rights under Data Protection Laws, including rights of access, rectification, erasure, restriction, objection, and portability. Takt will respond to a verified request from Customer for such assistance within ten (10) business days of receipt. The technical and organizational measures by which that assistance is provided, and the scope and extent of the assistance, are described in Exhibit A (which is incorporated into Annex II to the EU SCCs). If Takt receives a request directly from a Data Subject concerning Customer Personal Data, Takt will not respond to it unless authorized by Customer or legally required to do so, and will refer the Data Subject to Customer without undue delay.

3(g) Data Protection Impact Assessment

Takt will provide reasonable assistance to Customer, at Customer's expense, with any data protection impact assessments and prior consultations with supervisory authorities that Customer is required to carry out under Data Protection Laws, in each case solely in relation to the Processing of Customer Personal Data by Takt and taking into account the information available to Takt.

3(h) Demonstrable Compliance

Takt will make available to Customer information reasonably necessary to demonstrate compliance with its obligations under this DPA, as further described in Section 7 (Audits). Takt maintains a written record of the categories of Processing carried out on behalf of Customer in accordance with Article 30(2) GDPR, and will make the part of that record relating to Customer available to Customer on request and to a competent supervisory authority on request.

3(i) Service Optimization

Customer instructs Takt to Process Customer Personal Data as reasonably necessary to provide, secure, monitor, troubleshoot, and support the Services, to detect and prevent Security Incidents and fraud, and to comply with legal obligations to which Takt is subject in its capacity as Processor. Those purposes form part of Customer's documented instructions under Section 3(a) and are reflected in Section 9 (Processing Details). Takt does not sell Customer Personal Data and does not use Customer Personal Data for advertising. Takt does not use Customer Personal Data to train, fine-tune, evaluate, or improve any machine-learning or artificial-intelligence model that is made available to, or that benefits, any other customer, and does not use Customer Personal Data to build cross-customer benchmarks, labor standards, or evaluation sets. Takt does not permit its AI Subprocessors to use Customer Personal Data to train their foundation models. Where Customer elects to enable Customer-Specific Models through a configuration setting in the Services that records the electing administrator and the date of election, Customer instructs Takt to use Customer Personal Data to train, tune, and evaluate machine-learning models that (i) are used solely to provide the Services to Customer; (ii) are trained only on Customer's own data, are logically isolated to Customer's tenant, and are not shared with, or used to improve any model for, any other customer; (iii) are described, with their inputs, outputs, and intended purpose, in Exhibit D; and (iv) are deleted together with Customer Personal Data under Section 8. Customer may withdraw that election at any time through the same setting, in which case Takt will cease training and will delete the Customer-Specific Models within thirty (30) days. Any other use of Customer Personal Data to develop or improve analytics is limited to data anonymised to the standard of Recital 26 GDPR, from which an individual cannot be identified by any means reasonably likely to be used, and Takt will not attempt to re-identify that data. Any such Processing is limited to what is permitted by the Agreement and applicable Data Protection Laws.

3(j) U.S. State-Specific Terms

To the extent Takt Processes Personal Data subject to the CCPA or another U.S. state privacy law on behalf of Customer, Takt acts as a Service Provider (or processor, as applicable) and will: (i) not sell or share such Personal Data; (ii) not retain, use, or disclose such Personal Data for any purpose other than the specific business purpose of performing the Services, or as otherwise permitted by applicable law; (iii) not retain, use, or disclose such Personal Data outside the direct business relationship between the parties; (iv) not combine such Personal Data with Personal Data received from or on behalf of another person, except as permitted by applicable law; (v) notify Customer promptly if Takt determines that it can no longer meet its obligations under applicable U.S. state privacy laws; and (vi) upon reasonable notice, permit Customer to take reasonable and appropriate steps to stop and remediate any unauthorized use of such Personal Data. Takt certifies that it understands and will comply with these restrictions. Takt's processing of pseudonymous product analytics and diagnostic data under Exhibit E is an internal use to build or improve the quality of the Services, as permitted for a Service Provider by Cal. Code Regs. tit. 11, § 7050(a)(3); Takt does not use it to perform services on behalf of any other person, to build or modify profiles for use with another business, or to correct or augment data acquired from another source. Customer may exercise its rights under this Section in a manner consistent with the audit provisions of Section 7.

3(k) Analytical Outputs, AI-Generated Content, and Employment Context

The Services calculate productivity metrics, labor-standard comparisons, utilization, and related analytics from Customer-supplied data using deterministic, documented rules. The Services also include AI-generated content, including performance summaries, conversational responses, suggested observations, and inferred classifications of unrecorded time. The data sources, grounding, intended uses, and safeguards applicable to those capabilities are described in Exhibit D. The Services do not use artificial intelligence to assign or direct work to an individual, to allocate tasks, shifts, or breaks, or to make, recommend, or trigger any decision regarding the hiring, discipline, promotion, compensation, or continuation of employment of an individual. No AI-generated narrative content is recorded against an individual's record without review and acceptance or editing by Customer's authorized personnel, and AI-inferred classifications are visibly marked as inferred in the Services and may be corrected by Customer's authorized personnel. Customer controls the enablement of AI-generated content concerning individual employees for its tenant as described in Exhibit D. Takt provides all such outputs as analytical tools for use by Customer's authorized personnel and does not itself take decisions that produce legal or similarly significant effects on Data Subjects within the meaning of Article 22 GDPR. Customer, as Controller and as deployer of the Services, is responsible for determining how such outputs are used, for any decisions taken on their basis, for maintaining meaningful human review, and for compliance with Data Protection Laws governing Processing in the employment context — including Article 88 GDPR and applicable national, collective-bargaining, and works-council requirements — including providing any required notices to, and where applicable consultation with, workers or their representatives. The parties' respective obligations under the EU AI Act are set out in Exhibit D.

4. Information Security Program

4(a) Security Measures

Takt will implement and maintain a written information security program that includes appropriate technical and organizational measures designed to protect Customer Personal Data against Security Incidents and to preserve the security, confidentiality, integrity, and availability of Customer Personal Data. These measures are described in Takt's Information Security Standards set out in Exhibit A and are consistent with Takt's SOC 2 Type II compliance program and industry practices. Takt may update these measures from time to time provided that the updates do not materially reduce the overall level of protection.

5. Security Incidents

5(a) Notice

Takt will notify Customer of a Security Incident without undue delay and in any event no later than forty-eight (48) hours after becoming aware of it. Takt becomes aware when it has a reasonable degree of certainty that a Security Incident affecting Customer Personal Data has occurred. Takt will promptly investigate credible indications of a Security Incident. Notification will not be delayed pending completion of a forensic investigation, determination of the full scope or consequences, or formal internal approval.

Notice will be provided to Customer’s designated security or privacy contact or, if none has been designated, to Customer’s account administrator. The initial notice will describe, to the extent then known, the nature of the Security Incident, the categories and approximate number of affected Data Subjects and records, the likely consequences, the measures taken or proposed to address it, and a contact point for further information. Where information is not available at the time of the initial notice, Takt will provide further information without undue delay as it becomes available.

Takt will take appropriate measures to contain, investigate, and remediate the Security Incident and mitigate its adverse effects, and will cooperate reasonably with Customer in meeting Customer’s applicable data-protection obligations. Nothing in this Section postpones any earlier notification or other action required by applicable law, the EU SCCs, or the UK Addendum. Takt’s notification of or response to a Security Incident is not an acknowledgment of fault or liability.

6. Cross-Border Transfers of Customer Personal Data

6(a) Cross-Border Transfers

Customer authorizes Takt and its Subprocessors to transfer Customer Personal Data across international borders, including from the European Economic Area ("EEA"), Switzerland, and the United Kingdom to the United States, as necessary to provide the Services.

Takt operates two production deployments of the Services: a United States deployment and a European Union deployment. Customer Personal Data is hosted in the deployment region selected by Customer in the Order and is not replicated to the other production deployment. Supporting services and authorized personnel access are subject to the provisions below. Customers in the United Kingdom are served from the European Union deployment; Takt does not operate a United Kingdom deployment. In the European Union deployment, Customer Personal Data is hosted in a European Union regional deployment; the encryption key material used to protect that data is held in the European Union; backups and replication are maintained within the European Union; and AI inference for the Services is performed on a European Union regional endpoint of Takt's AI Subprocessor, so that prompts, the data referenced in them, and generated outputs do not leave the European Union for AI processing.

Regional residency applies to Customer Personal Data stored and processed in the Takt platform. It does not extend to every Subprocessor. As set out in Exhibit B, certain Subprocessors provide authentication and directory services, transactional email delivery, error and diagnostic monitoring, product analytics, customer support ticketing, internal administration tooling, and incident coordination from the United States or from global infrastructure. For the European Union deployment, product-analytics collection is disabled and error and diagnostic events are captured without user identifiers or other user information (Exhibit E, Section E.3).

Takt may use authorized employees and contractors located in the United States, the United Kingdom, and the European Economic Area to provide engineering, implementation, support, maintenance, security, and incident-response services. Access from another country requires Customer’s written agreement. Access to Customer Personal Data is limited to personnel with a business need, is subject to confidentiality obligations, and is controlled through role-based permissions, appropriate authentication, and access logging.

Such access does not authorize relocation of Customer’s primary hosting environment or backups, or alter the regional AI-processing commitments stated above. Takt will assess and implement any safeguards required under applicable Data Protection Laws before permitting access, including the transfer mechanisms described in Section 6(c) where applicable. Engagement of a contractor that acts as a Subprocessor remains subject to Section 3. Any more restrictive access or location requirements expressly agreed with Customer continue to apply.

Takt has appointed an EU representative under Article 27 GDPR and a UK representative under Article 27 UK GDPR; their contact details are set out in Annex I.A.

6(b) Data Transfer Impact Assessment Questionnaire

Takt has provided the responses set out in Exhibit B to assist Customer in carrying out any transfer impact assessment required under Data Protection Laws.

6(c) EEA, Swiss, and UK Standard Contractual Clauses

Where a transfer of Customer Personal Data is subject to the GDPR and is made to a country that has not been the subject of an adequacy decision under Article 45 GDPR, the standard contractual clauses annexed to 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 (the "EU SCCs"), as set out in Exhibit C, are incorporated into and form part of this DPA. The parties make the following elections:

• Modules. Module Two (transfer controller to processor) applies where Customer is a Controller of Customer Personal Data. Module Three (transfer processor to processor) applies where Customer is a Processor acting on behalf of a third-party Controller. Module One (controller to controller) and Module Four (processor to controller) do not apply.

• Clause 7 (docking clause). Not incorporated.

• Clause 9 (use of sub-processors). Option 2 (general written authorisation) applies. The period of prior notice for the addition or replacement of a Subprocessor is thirty (30) days, as set out in Section 3(d).

• Clause 11 (redress). The optional independent dispute-resolution language is not incorporated.

• Clause 13 (supervision). The competent supervisory authority is determined by applying Clause 13(a) to the data exporter's own circumstances, as set out in Annex I.C. The parties do not elect any default supervisory authority.

• Clause 17 (governing law). The EU SCCs are governed by the law of Ireland.

• Clause 18(b) (choice of forum). Disputes arising from the EU SCCs will be resolved before the courts of Ireland.

• Appendix. The Annexes to the EU SCCs are completed by the Appendix set out in Exhibit C.

The governing law and forum elected under Clause 17 and Clause 18(b) govern the interpretation of the EU SCCs. They do not determine the competent supervisory authority, which is determined solely under Clause 13 and identified in Annex I.C.

No reliance on the Data Privacy Framework. Takt does not participate in, is not certified under, and does not rely on the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, or the Swiss-U.S. Data Privacy Framework as a transfer mechanism for Customer Personal Data. Takt also does not rely on any Subprocessor's Data Privacy Framework certification as the mechanism for any onward transfer of Customer Personal Data; onward transfers are made under Clause 8.8 of the EU SCCs on the basis of the mechanisms identified in this Section 6(c). The mechanisms set out in this Section 6(c) are the only transfer mechanisms on which Takt relies.

For transfers subject to the Swiss Federal Act on Data Protection, the EU SCCs apply with the following modifications: references to the GDPR are understood as references to the Swiss FADP; the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner; and the term "Member State" will not be interpreted to exclude Data Subjects in Switzerland from bringing a claim in their place of habitual residence.

For transfers subject to the UK GDPR, the transfer mechanism is the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, version B1.0, in force 21 March 2022, issued by the Information Commissioner under section 119A(1) of the Data Protection Act 2018 (the "UK Addendum"), as completed in Annex III to Exhibit C. The UK Addendum applies to and is incorporated into this DPA. For the avoidance of doubt, the UK Addendum is the Information Commissioner's Approved Addendum to the EU SCCs; Takt does not use the separate International Data Transfer Agreement (IDTA) as a transfer mechanism. In Table 4 of the UK Addendum, neither Party may end the UK Addendum when the Approved Addendum changes.

6(d) Transfer Impact Assessment

Takt maintains a documented transfer impact assessment covering the transfers described in this Section 6, the laws and practices of the countries of destination relevant to those transfers, and the supplementary technical, organizational, and contractual measures that Takt applies. The assessment is reviewed periodically, and on any material change to the transfers, to the Subprocessor chain, or to the relevant legal framework. Takt will make the assessment available to Customer on request, and to the competent supervisory authority on request, in accordance with Clause 14(d) of the EU SCCs. Takt will notify Customer in accordance with Clause 14(e) of the EU SCCs if Takt has reason to believe that it is or has become subject to laws or practices not in line with Clause 14(a).

6(e) Government and Law-Enforcement Access Requests

If Takt receives a legally binding request from a public authority, including a law-enforcement or government agency, for disclosure of Customer Personal Data, Takt will, unless legally prohibited: (i) promptly notify Customer of the request; (ii) inform the requesting authority that Takt is a Processor acting on Customer's behalf and, where appropriate, redirect the request to Customer; (iii) review the legality of the request and, where there are reasonable grounds to consider it unlawful under the laws of the country of destination, applicable obligations under international law, or principles of international comity, challenge it, pursue available avenues of appeal, and seek interim measures to suspend its effect; (iv) not disclose Customer Personal Data until required to do so under the applicable procedural rules, and then disclose only the minimum Customer Personal Data necessary to respond; (v) document its legal assessment and any challenge, and make that documentation available to Customer and, on request, to the competent supervisory authority; and (vi) provide Customer, at regular intervals and at least annually, with aggregate information about the requests received, in accordance with Clause 15.1(c) and Clause 15.2 of the EU SCCs. If Takt is legally prohibited from notifying Customer, Takt will use reasonable efforts to obtain a waiver of that prohibition and will keep a record of the request to make available to Customer to the extent permitted by law.

7. Audits

7(a) Customer Audit

Takt will make available to Customer information reasonably necessary to demonstrate compliance with its obligations under this DPA. For routine requests, Takt may initially provide its most recent SOC 2 Type II report, penetration-test summary, or other relevant third-party assurance and security documentation, subject to appropriate confidentiality protections.

Where that information is not reasonably sufficient to demonstrate compliance, Customer or an independent auditor mandated by Customer may conduct an audit, including an inspection, of the processing activities covered by this DPA. An independent auditor must be appropriately qualified, subject to confidentiality obligations, and not a competitor of Takt, except where applicable law requires otherwise. Takt will allow for and reasonably contribute to the audit.

Routine audits are limited to once per twelve-month period, require at least thirty (30) days’ prior written notice, and will take place during normal business hours at Customer’s expense. Additional audits, and shorter notice or different timing where reasonably necessary, are permitted following a Security Incident affecting Customer Personal Data, where there are reasonable indications of noncompliance, or where required by applicable law, a competent supervisory authority, the EU SCCs, or the UK Addendum. Provision of assurance documentation will not delay an audit required in those circumstances.

Audits must be proportionate to their purpose and conducted under appropriate confidentiality and security safeguards, with reasonable efforts to avoid unnecessary disruption to Takt’s operations. Customer and its auditor will not be given access to other customers’ data or to Takt’s proprietary information unrelated to the processing being audited. Takt may use reasonable measures, including redaction or supervised access, to protect such information, provided those measures do not prevent an effective audit.

Nothing in this Section restricts the powers of a competent supervisory authority or limits audit or information rights that cannot be restricted under applicable law, the EU SCCs, or the UK Addendum.

8. Data Deletion

8(a) Return and Deletion

Upon expiration or termination of the Agreement, Takt will, at Customer’s written election, return or delete Customer Personal Data and delete remaining copies, subject to the provisions below. Absent a written election, Takt will delete the data. Before deletion, and for so long as the data remains available through the Services, Customer may retrieve or export it through the functionality of the Services.

Unless the parties have expressly agreed otherwise in writing, Takt will complete the return or deletion of Customer Personal Data from active systems within ninety (90) days following termination or expiration. This requirement applies to Customer Personal Data held in the production environment and in supporting systems, including support, diagnostic, and internal administration systems. Customer-Specific Models will be deleted within the same period, subject to any earlier deletion requirement under Section 3(i). During the return or deletion period, Takt will Process the data only as necessary to return, delete, or protect it, or as required by applicable law.

Backup copies will expire within thirty (30) days after deletion from active systems. Pending expiry, those copies will be protected and placed beyond ordinary operational use. If a backup is restored for disaster recovery, Takt will reapply the applicable deletions before the restored environment returns to ordinary operational use. For the European Union deployment, backups and replication will remain within the European Union.

The log-retention periods in Exhibit A, item 14, do not independently extend the deadlines for deleting Customer Personal Data under this Section. Takt will delete or anonymise Customer Personal Data contained in those logs within the applicable deletion period, except to the extent retention is required by applicable law. Any legally required retention will be limited to the data and duration required, and the retained data will remain protected under this DPA and Processed only for that legally required purpose. Takt will identify the applicable retention requirement to Customer on request, unless legally prohibited.

Takt will certify deletion in writing on Customer’s request and whenever certification is required by the EU SCCs or the UK Addendum. Any earlier return, deletion, or certification requirement under applicable law, the EU SCCs, or the UK Addendum remains applicable.

Takt will maintain a Data Retention Schedule covering production, backup, log, and supporting systems and make the relevant retention information available to Customer on request. The schedule will implement the applicable contractual and legal requirements and will not, by itself, amend them. Personal data Processed by Takt as an independent Controller under Exhibit E is subject to the retention provisions of Section E.3.

9. Processing Details

10. Customer Obligations

10(a) Lawful Basis

Customer warrants that it has, and will maintain for as long as Takt Processes Customer Personal Data, a valid legal basis under Data Protection Laws for the Processing that it instructs Takt to carry out, including for its collection of Customer Personal Data and its disclosure of that data to Takt.

10(b) Notices to Workers and Workplace Monitoring

The Services Process workforce data. Customer is responsible for providing all notices required under Articles 13 and 14 GDPR to the Data Subjects whose Customer Personal Data it submits, including its employees, temporary workers, and contractors, and for meeting any further transparency, notification, consultation, or agreement obligations arising under Article 88 GDPR, national employment and workplace-monitoring law, applicable collective agreements, and works-council or employee-representative requirements. Customer is responsible for determining whether a data protection impact assessment is required in respect of its deployment of the Services and for carrying one out where it is. To support these obligations, Takt presents a Platform Privacy Notice in the Services (Exhibit E, Section E.3(5)), provides a model worker notice and the register of Covered AI Features on request, and sets out the information duties that apply before AI features are put into service at a workplace in Exhibit D, Section 7.

10(c) Accuracy and Lawfulness of Instructions

Customer warrants that its instructions to Takt, including its configuration and use of the Services, comply with Data Protection Laws and will not place Takt in breach of them. Customer is responsible for the accuracy, quality, and lawfulness of the Customer Personal Data it submits and of the means by which Customer acquired that data.

10(d) Special Categories of Data

Customer will not submit to the Services, and will not instruct Takt to Process, special categories of personal data within the meaning of Article 9 GDPR or personal data relating to criminal convictions and offences within the meaning of Article 10 GDPR, unless the parties have expressly agreed in writing in advance to the categories concerned and to the additional safeguards that will apply to them. The Services are not designed for, and Takt's technical and organizational measures are not calibrated to, the Processing of such data absent that written agreement.

10(e) Customer Records of Processing

Customer is responsible for maintaining its own record of processing activities under Article 30(1) GDPR or, where Customer acts as a Processor, under Article 30(2) GDPR, in respect of its use of the Services.

10(f) Customer Contacts

Customer will designate, and keep current, a privacy or security contact to receive notices under this DPA, including Subprocessor notices under Section 3(d) and Security Incident notices under Section 5(a). If Customer does not designate a contact, Takt will give notice to Customer's account administrator.

11. Liability and Indemnification

11(a) Agreement Governs Liability and Indemnification

Subject to Section 11(c), the Agreement governs each party’s liability and indemnification obligations arising out of or relating to this DPA, including any applicable liability caps, supercaps, exclusions of damages, exceptions to those limitations, and procedures for the defense and settlement of claims. This DPA does not create any separate or additional indemnification obligation or expand the scope of any indemnification obligation under the Agreement. A breach of this DPA does not, by itself, give rise to an indemnification obligation unless the claim falls within an indemnification obligation expressly provided in the Agreement.

11(b) Liability Cap

Each party's liability under this DPA, including its liability under Section 11(a), is subject to, counts towards, and does not sit outside or in addition to the limitations and exclusions of liability agreed in the Agreement. This DPA does not create a separate or additional cap.

11(c) Standard Contractual Clauses Carve-Out

Nothing in this DPA or the Agreement limits or excludes either party's liability to a Data Subject under the EU SCCs or the UK Addendum, or either party's obligations under Clause 12 (Liability) of the EU SCCs. Nothing in this DPA or the Agreement is to be read as modifying the EU SCCs or the UK Addendum contrary to Clause 2(a) of the EU SCCs.

12. Order of Precedence

Mandatory requirements of applicable law are not limited or varied by this DPA or the Agreement. In the event of a conflict between the parties’ contractual terms, the following rules apply:

1. Standard Contractual Clauses. The EU SCCs and, where applicable, the UK Addendum prevail over this DPA and the Agreement in respect of transfers to which they apply. The relationship between the EU SCCs and the UK Addendum is governed by their respective terms.

2. Customer-Specific Terms. Subject to paragraph 1, expressly negotiated provisions of the Agreement, including any amendments, data protection addenda, or security schedules agreed in writing by the parties, prevail over conflicting provisions of this DPA in respect of their specific subject matter, unless the parties expressly agree otherwise.

3. DPA and Exhibits. Subject to paragraphs 1 and 2, this DPA prevails over the Agreement in respect of the Processing of Customer Personal Data and the limited Controller processing described in Exhibit E. Exhibit D governs the parties’ specific contractual commitments concerning artificial intelligence in the Services; this DPA governs data protection matters and the matters addressed in Sections 11 and 13.

4. Liability and Indemnification. Liability and indemnification arising out of or relating to this DPA, including its exhibits, are governed by Section 11. Nothing in this Section creates or expands an indemnification obligation or changes the liability allocation preserved by Section 11.

5. Other Matters. The Agreement governs all other matters.

Exhibit E identifies the parties’ roles for the processing described there. Where Takt acts as an independent Controller, the provisions applicable solely to Takt’s role as Processor do not apply to that processing; the protections and obligations expressly applicable under Section E.3 continue to apply.

Additional safeguards that do not contradict the EU SCCs or the UK Addendum remain effective. Nothing in this Section permits the parties to restrict rights or obligations that those instruments do not permit them to restrict.

13. Governing Law, Forum, and Notices

13(a) Governing Law and Forum

This DPA is governed by, and will be construed in accordance with, the governing law of the Agreement, and disputes arising out of it are subject to the forum agreed in the Agreement — except that the EU SCCs are governed by the law of Ireland and subject to the courts of Ireland in accordance with Clause 17 and Clause 18(b), and the UK Addendum is governed by the law and subject to the courts identified in the UK Addendum. Nothing in this Section deprives a Data Subject of the right, under Clause 18(c) of the EU SCCs, to bring proceedings before the courts of the Member State of their habitual residence.

13(b) Notices

Notices to Takt under this DPA may be sent to privacy@takt.io. Notices to Customer under this DPA will be sent to the contact designated by Customer under Section 10(f) or, if none has been designated, to Customer's account administrator.

Exhibit A — Takt Information Security Standards

Takt maintains an information security program that includes the following technical and organizational measures, which are consistent with Takt's SOC 2 Type II compliance program. Google Cloud is responsible for the physical security and operation of the underlying infrastructure; Takt is responsible for application security, logical access control, configuration, customer data protection, and secure software delivery.

1. Information Security Program and Policies. Takt maintains documented security policies and procedures covering access control, cryptography, secure development, vulnerability management, vendor management, incident response, asset management, business continuity, physical security, and data handling, reviewed at least annually.

2. Personnel Security and Training. Personnel are subject to confidentiality obligations, background-screening where permitted, security awareness training, and prompt access removal upon offboarding or role change.

3. Access Control. Takt applies role-based access control and least-privilege principles. Multi-factor authentication is required for privileged and remote access. Internal access provisioning requires documented approval. Access rights are reviewed at documented, risk-based intervals and updated following relevant personnel or role changes. Customer platform authorization is enforced through permissions at the organization and facility level.

4. Tenant Isolation. Customer data is logically separated using tenant-aware access controls and application-layer authorization boundaries, with customers organized into dedicated organizations.

5. Encryption and Key Management. Customer data is encrypted at rest using AES-256 through cloud-native storage protections and encrypted in transit using TLS 1.2 or higher. SFTP connectivity uses current NIST-recommended cipher suites and key-exchange algorithms. Encryption key material is managed through the cloud provider's managed key-management service with scoped access. For the European Union regional deployment, the key material used to protect Customer Personal Data is held in the European Union.

6. Authentication. Takt supports enterprise single sign-on and other authentication methods described in the applicable service documentation. Where Takt manages password authentication, passwords are protected using an industry-standard salted, adaptive password-hashing algorithm.

7. Secure Development and Change Management. Takt maintains documented change-management procedures, including tracked changes, peer review, and automated security and vulnerability checks within its software-delivery process. Deployment controls address findings according to documented severity thresholds and remediation procedures. Takt maintains controls to protect the integrity of source code and deployment artifacts and manages secrets through controlled secret-management systems with access limited to authorized services and personnel.

8. Network and Compute Security. Takt uses firewalls and network segmentation, Google Cloud Armor for DDoS and web-application-firewall protection with OWASP-aligned rules, Cloudflare for authoritative DNS only, distroless minimal containers running as unprivileged users on Google's Container-Optimized OS, and scoped service accounts.

9. Monitoring and Detection. Takt maintains continuous automated monitoring with alerting to Takt's security team across the application, network, and compute layers, including load-balancer anomaly, container, firewall, VPC-flow, and IAM/firewall configuration-change monitoring.

10. Vulnerability Management and Penetration Testing. Container images and SBOMs are continuously scanned, with findings routed through a remediation workflow. Takt conducts annual third-party penetration testing.

11. Incident Response. Takt maintains a formal incident response process with defined roles, severity-based escalation, logging, containment, remediation, and post-incident review.

12. Backups, Business Continuity, and Disaster Recovery. Takt maintains documented, tested backup and restore procedures, a multi-zone deployment architecture, and documented business continuity and disaster recovery procedures with annual BC/DR testing.

13. Assistance with Data Subject Requests. Customer may retrieve and export Customer Personal Data through the functionality of the Services. Where a Data Subject request cannot be fulfilled by Customer through that functionality, Takt will assist Customer on a verified written request, and will respond within ten (10) business days as set out in Section 3(f). That assistance covers requests for access, rectification, erasure, restriction, objection, and portability in relation to Customer Personal Data Processed by Takt, including Customer Personal Data held in Takt's support, diagnostic, and internal administration systems. Takt will not respond to a Data Subject directly unless authorized by Customer or legally required to do so, and will refer any direct request to Customer without undue delay. These are the measures, scope, and extent of assistance referred to in Clause 10(b) of the EU SCCs.

14. Data Retention and Deletion. Takt maintains documented retention and deletion procedures for production data, backups, logs, and supporting systems. Return and deletion of Customer Personal Data following termination or expiration are governed by Section 8, including its deadlines, restrictions on retained copies, and legally required retention exceptions.

Operational and application logs are retained for up to thirty (30) days; cloud administrative audit logs for up to four hundred (400) days; and security, data-access, and network-flow logs for up to thirteen (13) months. These periods run from creation of the relevant log entry and do not independently authorize retention of Customer Personal Data beyond the deadline applicable under Section 8.

For AI event logs, Takt will implement the logging and retention requirements applicable to the relevant Covered AI Feature in accordance with Exhibit D, Section 6(b)(4). Where applicable law requires a minimum retention period, Takt will retain the required logs for that period, subject to applicable data-protection requirements. This provision does not represent that planned logging functionality is already available or create an additional release deadline.

Takt’s Data Retention Schedule records the applicable periods and deletion procedures for each system and data category, including support, diagnostic, and internal administration systems. Personal data Processed under Exhibit E is subject to Section E.3, including its retention restrictions.

Takt treats data as anonymised only where individuals are no longer identifiable by any means reasonably likely to be used by Takt or another person. Pseudonymised data remains personal data and remains subject to the protections and retention periods applicable to its Processing under this DPA.

Additional assurance materials are available through the Takt Trust Center at trust.takt.io. Security questions may be directed to security@takt.io.

Exhibit B — Data Transfer Impact Assessment Questionnaire

Principal Subprocessors

Exhibit C — Standard Contractual Clauses

The Standard Contractual Clauses annexed to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 are set out below. In accordance with Section 6(c) of this DPA: Module Two (controller to processor) and Module Three (processor to processor) apply, and the provisions specific to Module One and Module Four are omitted as not applicable; the optional docking clause in Clause 7 is not incorporated; in Clause 9, Option 2 (general written authorisation) applies with the thirty (30) day notice period set out in Section 3(d); the optional independent dispute-resolution language in Clause 11 is not incorporated; in Clause 17, the Clauses are governed by the law of Ireland; and in Clause 18(b), disputes will be resolved before the courts of Ireland. The Appendix to the Clauses is completed as set out following Clause 18, and the UK Addendum (International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, version B1.0) is set out in Annex III.

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1 — Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties: (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter 'entity/ies') transferring the personal data, as listed in Annex I.A (hereinafter each 'data exporter'), and (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each 'data importer') have agreed to these standard contractual clauses (hereinafter: 'Clauses').

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2 — Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 — Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8 — Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); (iii) Clause 9 — Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e); (iv) Clause 12 — Modules Two and Three: Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) Clause 18 — Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 — Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 — Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 — Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 — Optional: Docking clause

Not incorporated (see Section 6(c) of this DPA).

SECTION II — OBLIGATIONS OF THE PARTIES

Clause 8 — Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

[Module One provisions omitted — not applicable per Section 6(c).]

MODULE TWO: Transfer controller to processor

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter 'personal data breach'). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter 'sensitive data'), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter 'onward transfer') if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question; (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter's request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

MODULE THREE: Transfer processor to processor

8.1 Instructions

(a) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(b) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(d) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter 'personal data breach'). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter 'sensitive data'), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter 'onward transfer') if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679; (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.

(c) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(d) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(e) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(f) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(g) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

[Module Four provisions omitted — not applicable per Section 6(c).]

Clause 9 — Use of sub-processors

(Option 2 — General Written Authorisation — applies per Section 6(c) of this DPA; Option 1 is omitted.)

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(a) OPTION 2: GENERAL WRITTEN AUTHORISATION — The data importer has the data exporter's (Module Two) or the controller's (Module Three) general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter (Module Two) or the controller (Module Three) in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance (as set out in Section 3(d) of this DPA), thereby giving the data exporter or controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter or controller with the information necessary to enable the exercise of the right to object. Under Module Three, the data importer shall inform the data exporter of the engagement of the sub-processor(s).

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter under Module Two, or the controller under Module Three), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter's (or, under Module Three, the controller's) request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor's obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby — in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent — the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10 — Data subject rights

[Module One provisions omitted — not applicable per Section 6(c).]

MODULE TWO: Transfer controller to processor

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

MODULE THREE: Transfer processor to processor

(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.

(b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11 — Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject. (The optional independent dispute-resolution language is not incorporated, per Section 6(c) of this DPA.)

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to: (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13; (ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12 — Liability

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer's responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13 — Supervision

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

Completion of Clause 13(a): of the three bracketed alternatives above, the alternative that applies is the one corresponding to the data exporter's own circumstances at the time of the transfer. The resulting competent supervisory authority is identified in Annex I.C. The Parties do not elect a default supervisory authority.

SECTION III — LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14 — Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred; (ii) the laws and practices of the third country of destination — including those requiring the disclosure of data to public authorities or authorising access by such authorities — relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards; (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). [For Module Three: The data exporter shall forward the notification to the controller.]

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three:, if appropriate in consultation with the controller]. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by [for Module Three: the controller or] the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15 — Obligations of the data importer in case of access by public authorities

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer. [For Module Three: The data exporter shall forward the notification to the controller.]

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). [For Module Three: The data exporter shall forward the information to the controller.]

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.]

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV — FINAL PROVISIONS

Clause 16 — Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension; (ii) the data importer is in substantial or persistent breach of these Clauses; or (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 — Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland (per Section 6(c) of this DPA).

Clause 18 — Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland (per Section 6(c) of this DPA).

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX TO THE STANDARD CONTRACTUAL CLAUSES

ANNEX I.A — List of Parties

Data exporter: The Customer identified in the Agreement, acting as a Controller (Module Two) or as a Processor on behalf of a third-party Controller (Module Three). Name, address, contact details, and signature are as set out in, and given by execution of, the Agreement incorporating this DPA. Activities relevant to the transfer: use of the Takt labor management and data analytics platform as described in the Agreement.

Data importer: Takt, Inc., 1902 Campus Commons Drive, Suite 200, Reston, VA 20191, United States. Contact: privacy@takt.io, which is Takt's privacy contact and, from the date of appointment, the contact point for Takt's Data Protection Officer. Role: Processor. Activities relevant to the transfer: provision of the Services as described in the Agreement and Section 9 of this DPA. Signature and date: given by execution of the Agreement incorporating this DPA; the effective date of the Agreement is the date of signature for the purposes of this Annex I.A for both Parties.

EU representative (Article 27 GDPR): The DPO Centre Europe Ltd, Alexandra House, 3 Ballsbridge Park, Dublin, D04 C7H2, Ireland — eu-representative@takt.io.

UK representative (Article 27 UK GDPR): The DPO Centre Ltd, 50 Liverpool Street, London, EC2M 7PY, United Kingdom — uk-representative@takt.io.

The EU and UK representatives act solely as representatives under Article 27 and are not Takt's Data Protection Officer. Privacy correspondence is answered by Takt at privacy@takt.io.

ANNEX I.B — Description of Transfer

The categories of data subjects, categories of personal data, sensitive data (not intentionally transferred), frequency of the transfer (continuous), nature and purpose of the processing, and duration of the processing are as set out in Section 9 (Processing Details) of this DPA, which is incorporated into this Annex I.B by reference. The period for which personal data will be retained is as set out in Section 8 (Data Deletion) of this DPA. Transfers to sub-processors are for the functions and durations described in Section 3(b) and Exhibit B of this DPA and in the versioned, dated subprocessor list published in the Takt Trust Center at trust.takt.io, the version in force on the effective date of the Agreement being the agreed list.

ANNEX I.C — Competent Supervisory Authority

The competent supervisory authority is the authority produced by applying Clause 13(a) to the data exporter's own circumstances, as follows:

1. Where the data exporter is established in an EU Member State, the competent supervisory authority is the supervisory authority of that Member State.

2. Where the data exporter is not established in an EU Member State but falls within the territorial scope of Regulation (EU) 2016/679 under Article 3(2) and has appointed a representative under Article 27(1), the competent supervisory authority is the supervisory authority of the Member State in which that representative is established.

3. Where the data exporter is not established in an EU Member State, falls within the territorial scope of Regulation (EU) 2016/679 under Article 3(2), and is not required to appoint a representative by virtue of Article 27(2), the competent supervisory authority is the supervisory authority of one of the Member States in which the Data Subjects whose personal data is transferred under the Clauses are located. The data exporter identifies that authority in writing to Takt on request.

Clause 13(a) resolves in every case; the Parties elect no default or fallback supervisory authority, and the location of the data importer's own Article 27 representative is not relevant to this determination. For transfers subject to the UK GDPR under the UK Addendum, the competent supervisory authority is the Information Commissioner. For transfers subject to the Swiss Federal Act on Data Protection, the competent authority is the Swiss Federal Data Protection and Information Commissioner.

ANNEX II — Technical and Organisational Measures

The technical and organisational measures implemented by the data importer, including measures to ensure the security of the data and measures for the provision of assistance to the data exporter (and, for Module Three, the controller), are those set out in Exhibit A (Takt Information Security Standards) of this DPA, which is incorporated into this Annex II by reference. The measures by which assistance with Data Subject requests is provided, and the scope and extent of that assistance for the purposes of Clause 10(b), are those set out in item 13 of Exhibit A and in Section 3(f) of this DPA. For transfers to sub-processors, the data importer imposes data protection obligations no less protective than those set out in this DPA, as described in Section 3(c).

ANNEX III — UK ADDENDUM TO THE EU SCCs

This Annex III comprises the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, version B1.0, in force 21 March 2022, issued by the Information Commissioner under section 119A(1) of the Data Protection Act 2018 and laid before Parliament (the "UK Addendum"). The UK Addendum is the Information Commissioner's Approved Addendum to the EU SCCs. It is not, and is not to be read as, the separate International Data Transfer Agreement (IDTA), which Takt does not use. The Part 2 Mandatory Clauses of the UK Addendum are incorporated by reference as the UK Addendum permits, being the Mandatory Clauses of the Approved Addendum as published by the Information Commissioner and laid before Parliament, as revised under Section 18 of those Mandatory Clauses. The Part 1 Tables are completed as follows:

Table 1 — Parties: As set out in Annex I.A above. The exporter is the Customer; the importer is Takt, Inc. Contact details as in Annex I.A.

Table 2 — Selected SCCs, Modules and Selected Clauses: The version of the Approved EU SCCs which this Addendum is appended to, as set out above in this Exhibit C, including the Appendix information, with modules, clause selections, and options as specified in Section 6(c) of this DPA.

Table 3 — Appendix Information: Annex I.A (List of Parties), Annex I.B (Description of Transfer), Annex I.C (Competent Supervisory Authority, read for UK transfers as the Information Commissioner), and Annex II (Technical and Organisational Measures) as set out above. The list of sub-processors is the versioned, dated subprocessor list published in the Takt Trust Center at trust.takt.io, as described in Section 3(b), with the principal Subprocessors set out in Exhibit B of this DPA.

Table 4 — Ending this Addendum when the Approved Addendum Changes: Neither Party. Neither the Importer nor the Exporter may end the UK Addendum as set out in Section 19 of the Mandatory Clauses; the UK Addendum continues in force, incorporating any revision made under Section 18 of the Mandatory Clauses.

For transfers subject to the Swiss Federal Act on Data Protection, the EU SCCs apply with the modifications set out in Section 6(c) of this DPA.

Footnotes to the Standard Contractual Clauses (as published, where applicable to the incorporated Modules)

1. The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses. (Applies to Clause 8.8, Modules Two and Three.)

2. See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation (EU) 2018/1725. (Applies to Clause 8.1(d), Module Three.)

3. The sub-processor requirement in Clause 9(b) may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7. (Clause 7 is not incorporated in this DPA; accession therefore requires the parties' written agreement.)

4. As regards the impact of laws and practices on compliance with these Clauses (Clause 14(b)(ii)), different elements may be considered as part of an overall assessment, including relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame, supported by other relevant, objective elements, as further described in the published footnote 12 to the Clauses.

Exhibit D — EU AI Act Addendum

The EU AI Act Addendum, version dated October 14, 2026, available at https://www.takt.io/legal/eu-ai-act-addendum, is incorporated into and forms part of this DPA as Exhibit D. It describes the Covered AI Features and the parties’ respective commitments concerning artificial intelligence in the Services. Amendments to Exhibit D are governed by the amendment provisions of the Agreement.

Exhibit E — Roles of the Parties and Takt Controller Processing

E.1 Purpose

Takt is a labor management and data analytics platform that helps warehouse teams optimize performance inside the warehouse. Customers enter into an enterprise agreement with Takt and then send Takt data from their warehouse systems, and their authorized users create further data directly in the Services. For almost all of that data Takt acts only on Customer's instructions. For one narrow category — product analytics and diagnostic data that Takt uses to operate and improve the Services for all customers — Takt determines the purpose itself and is therefore a Controller. This Exhibit records the role of each party for each category of processing so that neither party is left to infer it, and sets out the terms that apply to Takt's Controller processing.

E.2 Role map

Where Customer acts as a Processor on behalf of a third-party Controller in respect of an activity identified above as Customer-controlled processing, Takt acts as Customer’s subprocessor for that activity.

E.3 Terms for Takt's Controller processing of product analytics and diagnostic data

1. Scope. Takt processes, as Controller, the following about users of the Services and the devices they use: a pseudonymous user identifier; tenant, facility, role, and application identifiers; feature-usage and navigation events; session, device, browser, and operating-system metadata; application error, crash, and performance events. Takt does not process as Controller any of the warehouse operational data, time-clock data, performance metrics, observations, or AI-generated content described above, and does not extract any of that data into its analytics or diagnostic systems.

Customer Personal Data contained in support requests, screenshots, attachments, or incident records remains subject to Takt’s obligations as Processor under this DPA. The presence of such data in a support or diagnostic system does not, by itself, make that data subject to Takt’s independent Controller processing.
2. Purpose and lawful basis. The purpose is to operate, secure, troubleshoot, and improve the Services across all customers, including measuring feature adoption, detecting and fixing defects, and assuring quality. Takt relies on its legitimate interests under Article 6(1)(f) GDPR, as documented in a legitimate-interests assessment available to Customer on request. Takt does not use this data for advertising, does not sell it, and does not use it to evaluate any individual worker's performance.
3. Data minimization. Product-analytics events carry a pseudonymous user identifier and do not carry the user's name, email address, or free-text content. Error and diagnostic events are scrubbed of request bodies, query strings, credentials, and session tokens before capture. Takt holds the key that links the pseudonymous identifier to a user only within the Services, under the access controls in Exhibit A.
4. Location and access. For Customers on the United States deployment, the data described in this Section E.3 is processed by Takt in the United States and by the subprocessors identified for product analytics and error monitoring in Exhibit B. For Customers on the European Union deployment, usage-analytics collection is disabled, and diagnostic error events are captured without any user identifier or other user information, so that no personal data described in this Section E.3 leaves the European Union deployment other than non-identifying technical error data. The residency commitments and permitted access and transfers applicable to Customer Personal Data are set out in Section 6(a). Takt is responsible for ensuring that international transfers of personal data Processed under this Section E.3 comply with applicable Data Protection Laws, including implementing an applicable adequacy decision or appropriate transfer safeguards where required. The processor-to-processor and controller-to-processor transfer provisions in Exhibit C do not, by themselves, cover transfers for which Takt acts as an independent Controller.
5. Transparency. Takt publishes a Platform Privacy Notice, presented in the Services and on sign-in pages, describing this processing to users in accordance with Articles 13 and 14 GDPR. Customer will not remove or obscure that notice and will make it available to its users where the Services are deployed on shared or customer-managed devices.
6. Retention. Takt will retain personal data Processed under this Section E.3 only for as long as reasonably necessary for the purposes stated in paragraph 2 and within the applicable maximum periods specified in Takt’s Data Retention Schedule, which Takt will make available to Customer on request. Error and diagnostic events are subject to the operational-log retention period in Exhibit A, item 14. At the end of the applicable period, Takt will delete the data or anonymise it so that individuals are no longer identifiable by any means reasonably likely to be used by Takt or another person. Pseudonymisation alone does not constitute anonymisation. Any retention required by applicable law will be limited to the data and duration required by that law.
7. Data subject rights. Requests from users concerning this processing may be made to privacy@takt.io. Takt will inform Customer of any request that also concerns Customer Personal Data, and will cooperate with Customer so that a user receives one coherent response.
8. Security and incidents. Exhibit A and the confidentiality protections in Section 3(e) apply to personal data Processed under this Section E.3. Takt is responsible for complying with its obligations as Controller concerning personal data breaches, including any required notifications to supervisory authorities and affected individuals under applicable Data Protection Laws. Takt will also notify Customer of a personal data breach affecting personal data associated with Customer’s users in accordance with the timing, content, and cooperation requirements of Section 5, applied as if that data were Customer Personal Data.
9. Customer controls. Customer on the United States deployment may ask Takt to disable product-analytics collection for Customer's tenant by written notice to privacy@takt.io; for the European Union deployment it is disabled by default. Diagnostic error capture is necessary to operate the Services and cannot be disabled, but is minimized as described in paragraphs 3 and 4.
10. No joint controllership. The parties do not jointly determine the purposes or means of the processing described in this Section E.3 and are not joint controllers within Article 26 GDPR in respect of it. Each party is responsible for its own compliance with Data Protection Laws in respect of the processing for which it is Controller.
11. Service providers and U.S. privacy requirements. Takt will engage providers that Process personal data on its behalf under this Section E.3 under written agreements requiring confidentiality, appropriate security, and Processing limited to Takt’s documented instructions. The designation of Takt as an independent Controller under the GDPR does not displace any Service Provider or processor obligations applicable under U.S. state privacy laws. Where applicable, the restrictions in Section 3(j) continue to govern this Processing.