Data Processing Agreement

This data processing agreement (the "Agreement") is made between the customer that accepts it (the "Customer"), as controller, and Lovelyflows AB, reg. no. 559554-2738 ("Lovelyflows"), as processor. It applies whenever Lovelyflows processes personal data about visitors to the Customer's website on the Customer's behalf ("End User Data").

The Agreement has three parts: Part A, Lovelyflows' own terms around the clauses; Part B, the European Commission's standard contractual clauses between controllers and processors under Implementing Decision (EU) 2021/915; and Annexes I to IV, which describe the parties, the processing, the security measures and the sub-processors.

Part A – Supplementary terms

A1. Parts of the Agreement and precedence

1. The Agreement consists of this Part A, Part B and Annexes I to IV.
2. The Agreement is annex 1 to Lovelyflows' Terms of Service (the "Terms") and forms part of them.
3. In case of conflict, Part B prevails over Part A, and the Agreement prevails over the Terms.

A2. Choices under the clauses

1. Clause 5 (docking clause) does not apply.
2. Clause 7.7: the Customer gives Lovelyflows general written authorisation to engage the sub-processors listed in Annex IV, with the notice period in A3.2.

A3. Lovelyflows' commitments beyond the clauses

1. Breaches. Lovelyflows notifies the Customer of a personal data breach affecting End User Data without undue delay and no later than 48 hours after becoming aware of it, with what is known at the time and the rest as it becomes known.
2. New sub-processors. Lovelyflows emails the Customer's contact address at least 14 days before it adds or replaces a sub-processor. If a sub-processor changes its own sub-processors, Lovelyflows informs the Customer without delay after learning of it.
3. Objection. If the Customer objects to a new sub-processor on reasonable data protection grounds, the parties look for a solution. If none is found, the Customer may terminate the service with immediate effect, owing nothing beyond the conversations already solved.
4. Audits. Lovelyflows demonstrates compliance first through written documentation. An on-site inspection takes place with 30 days' notice, during office hours and at most once a year, unless a breach or a supervisory authority requires more. Each party bears its own costs.
5. AI models. Lovelyflows does not use End User Data to train AI models and does not allow its sub-processors to. The models in Annex IV receive conversation content to write, classify and check replies, and process it under the agreements listed there. Knowledge the Customer's own agent learns from resolved conversations is written as general questions and answers, is approved by a person before the agent uses it, and stays within the Customer's organisation.
6. Assistance. Reasonable assistance is included in the fee. In the dashboard the Customer can itself download what is held about a visitor (the contact, every conversation with its messages, hand-overs and the team's notes, and the search questions made for it) and delete a visitor with all of their conversations, immediately and permanently.
7. Sensitive data. The service is not meant for special categories of personal data under Articles 9 and 10 of the GDPR. Healthcare and social care providers, and other businesses whose visitors typically share such data, may use the service only after a written agreement with Lovelyflows.

A4. Liability

The limitation of liability in the Terms also applies to the Agreement. It does not limit either party's liability towards data subjects under Article 82 of the GDPR.

A5. Term

The Agreement applies for as long as Lovelyflows processes End User Data on the Customer's behalf, also after the Terms have ended.

A6. Changes

Lovelyflows may update the Agreement. A new version is announced by email. A material change needs the Customer's renewed acceptance; changed contact details for Lovelyflows and sub-processor changes notified under A3.2 do not.

A7. Governing law and disputes

Swedish law governs Part A. Disputes are settled by the Stockholm District Court. Part B is interpreted in accordance with the GDPR.

A8. How the Agreement is entered into

The Agreement is entered into when a person authorised to represent the Customer accepts it in writing, by email or in the pilot agreement, when the Customer's organisation is set up. Lovelyflows keeps a record of who accepted, for which organisation, when and which version. A signed copy is provided on request.

Part B – Standard contractual clauses

The clauses below are the European Commission's standard contractual clauses under Implementing Decision (EU) 2021/915 of 4 June 2021, with the choices set out in A2. The official text is available on EUR-Lex.

Section I

Clause 1: Purpose and scope

(a) The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

(b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29(3) and (4) of Regulation (EU) 2018/1725.

(c) These Clauses apply to the processing of personal data as specified in Annex II.

(d) Annexes I to IV are an integral part of the Clauses.

(e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

Clause 2: Invariability of the Clauses

(a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.

(b) This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

Clause 3: Interpretation

(a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, 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 or Regulation (EU) 2018/1725 respectively.

(c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 4: Hierarchy

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

Clause 5 (optional): Docking clause

Clause 5 does not apply.

Section II: Obligations of the parties

Clause 6: Description of processing(s)

The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.

Clause 7: Obligations of the Parties

7.1 Instructions

(a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.

(b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.

7.2 Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.

7.3 Duration of the processing of personal data

Processing by the processor shall only take place for the duration specified in Annex II.

7.4 Security of processing

(a) The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (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 purposes of processing and the risks involved for the data subjects.

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

7.5 Sensitive data

If the processing 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 (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

7.6 Documentation and compliance

(a) The Parties shall be able to demonstrate compliance with these Clauses.

(b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.

(c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit 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 an audit, the controller may take into account relevant certifications held by the processor.

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

(e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.

7.7 Use of sub-processors

(a) The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.

(b) Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(c) At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.

(d) The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.

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

7.8 International transfers

(a) Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.

(b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

Clause 8: Assistance to the controller

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

(b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions

(c) In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:

• (1) the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;

• (2) the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;

• (3) the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;

• (4) the obligations in Article 32 of Regulation (EU) 2016/679.

(d) The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.

Clause 9: Notification of personal data breach

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of Regulation (EU) 2016/679 or under Articles 34 and 35 of Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.

9.1 Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

(a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);

(b) in obtaining the following information which, pursuant to Article 33(3) of Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:

• (1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;

• (2) the likely consequences of the personal data breach;

• (3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this 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.

(c) in complying, pursuant to Article 34 of Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

9.2 Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

(a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);

(b) the details of a contact point where more information concerning the personal data breach can be obtained;

(c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this 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.

The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

Section III: Final provisions

Clause 10: Non-compliance with the Clauses and termination

(a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.

(b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:

• (1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;

• (2) the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;

• (3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.

(d) Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

Annex I – List of parties

Controller: the Customer, with the name, registration number, address and data protection contact given in the Customer's account and pilot agreement.

Processor: Lovelyflows AB, reg. no. 559554-2738, Nötåsvägen 21, 475 41 Hönö, Sweden. Data protection contact: privacy@lovelyflows.ai.

Annex II – Description of the processing

Categories of data subjects. Visitors to the Customer's website who use the chat. People whose details appear on the Customer's public web pages or in documents the Customer uploads, such as staff, when those are read into the knowledge base.

Categories of personal data.

• Name and email address when the visitor gives them, and a one-time code when the visitor verifies their email address.
• The country derived from the IP address, and the browser, operating system and device type derived from the browser's identification. The IP address itself is not stored.
• The content of the conversation: the visitor's messages, the AI's replies, a teammate's replies, and files and images the visitor attaches.
• What the service derives from the conversation: a title, the language, a running summary of older messages, a sentiment score and an estimate of whether a person is needed for each visitor message, the reason and a one-line subject when the conversation is handed to a person, and, when the conversation closes, a verdict on whether it was solved.
• The visitor's rating and comment, if given; timestamps and status.
• The search questions the service wrote from the visitor's messages to look up the Customer's knowledge base, and for each AI reply a technical trace of how it was produced (the prompt, the conversation as sent, the knowledge excerpts retrieved and the checks run), which the Customer's team and Lovelyflows use to inspect a reply.
• Notes the Customer's team writes on a conversation.

IP addresses are used only in transit: to derive the country, for rate limiting (as a key that expires within an hour) and for bot protection. They are not stored in the database.

Sensitive data. Not processed intentionally, see A3.7. Visitors may still type such data as free text. Safeguards: the agent never asks for it, the Customer can delete the conversation at once, and automatic deletion follows the retention periods below.

Nature of the processing. Collection and storage; generation of replies by language models; classification of each message (what it asks for, its sentiment, whether a person is needed) by an evaluation model; embedding, search and reranking against the Customer's knowledge base; checking of every reply before it is shown; summarisation and titling; judging whether a closed conversation was solved; hand-over to the Customer's staff through the dashboard and email; extraction of general questions and answers from resolved conversations into the Customer's knowledge base, for a person to approve; export and deletion.

Purpose. To provide AI customer service for the Customer: answer visitors' questions from the Customer's knowledge, hand conversations to the Customer's staff when a person is needed, give the Customer an overview and statistics, bill the Customer per solved conversation, and improve the Customer's own agent. Nothing learned from the Customer's conversations is used for another customer.

Duration. The term of the Agreement.

Retention periods.

• A conversation is deleted 180 days after its last activity. A conversation left untouched for 24 hours is closed; it is still deleted 180 days after its last activity.
• A conversation the Customer's team deletes in the dashboard is removed permanently 30 days later.
• A visitor's contact details are deleted 30 days after their last activity, once no conversation remains.
• Search questions and reply traces are deleted after 90 days, or earlier together with the conversation.
• Files a visitor attached are deleted with the conversation, by a daily sweep, within 48 hours.
• A verification code expires after 10 minutes.
• Knowledge the agent learned from a resolved conversation is a general question and answer without the visitor's details, approved by the Customer; it stays until the Customer removes it.
• The Customer can delete a visitor with all of their conversations at any time, immediately.

At the end of the Agreement. On request Lovelyflows provides an export of the Customer's End User Data before deletion. All of the Customer's data is deleted within 30 days of the end of the Agreement. Deleted data may remain in the database's restore history for at most 6 hours.

Sub-processors. As set out in Annex IV.

Annex III – Technical and organisational measures

• Encryption. All traffic is encrypted with TLS, and browsers are told to use HTTPS only. Stored data is encrypted at rest by the hosting and database providers. Credentials for the Customer's integrations are encrypted with AES-256-GCM before they are stored.
• Access within the service. Role-based access with the roles owner, admin, editor and member. Every action in the dashboard, and every command run on the Customer's behalf, is checked against the user's session, membership and role in the Customer's organisation. Exporting and deleting a visitor is reserved for owners and admins.
• Sign-in. Email and password with a verified address, or sign-in with Google or GitHub. Passwords are stored hashed. Sign-in attempts and the dashboard are rate limited.
• Separation between customers. Every stored row is tied to the Customer's organisation, and every read and write is scoped to it. The chat api checks the website a request comes from against the sites the Customer has listed.
• What a visitor can and cannot do. The reply is produced from the stored conversation, never from text the browser claims was said. Order, customer and subscription lookups run only for an email address the visitor has verified with a one-time code, and return only that person's records. Links in a reply are limited to the Customer's own sites and the sources of its knowledge. Every reply paragraph is checked against the knowledge shown before it is stored; a paragraph that fails is replaced by a short held line and the conversation is handed to a person.
• One turn at a time. Each conversation is answered by one process at a time, under a lease on the conversation itself, so the AI never answers over a teammate.
• Staff access. Access to the production environment is limited to named people at Lovelyflows, bound by confidentiality, through provider accounts protected by two-factor authentication. Production secrets exist only in the production environment.
• Location. The application runs in the EU (Frankfurt). The database, its backups, file storage, rate-limit counters and error monitoring are in the EU. Background job bookkeeping (ids and counts, no content) is held in the US by the hosting provider. The model providers' and the email provider's locations are given in Annex IV.
• AI models. Every model call goes through Vercel AI Gateway with Lovelyflows' keys, except the evaluation model, which Lovelyflows calls directly. The search models receive only the search question and knowledge excerpts. No model is trained on End User Data.
• Data minimisation. The IP address and the browser's identification are reduced to a country and a device type before storage. Conversation text and email addresses are not logged; error reports are stripped of database parameters and model requests before they leave the application. Everything is deleted automatically under Annex II.
• Protection against overload and abuse. Rate limiting per visitor and per agent on every chat endpoint, bot protection on the api and the dashboard, and a content security policy on every page.
• Backups. The database can be restored to any point in time within the last 6 hours.
• Secure development. Every change is checked automatically (types, lint, tests, unused code, a build) before it is deployed, and dependencies are updated continuously.
• Incidents. Errors and security events are monitored; an incident is assessed, documented and notified to the Customer under A3.1.

Annex IV – List of sub-processors

Sub-processors that process End User Data: