Data Processing Agreement

1.Parties, and who is responsible for what

This agreement is between AskWendy LLC, a Virginia limited liability company, at 4726 16th Rd N, Arlington, VA 22207 (“we”), and the organization that owns a Wendy workspace (“Customer”). It is part of our Terms of Service, which the workspace owner accepts for Customer when the workspace is set up. A person Customer invites who joins the workspace is a “member”. “Coaching Data” means what the Terms say it means: a person’s profile, scores, code, pattern, “how to work with me” page, notes, interview answers, memory, connector-derived notes, conversations and any other output Wendy makes with them.

A workspace holds data of more than one kind, and the parties play different roles for each. For the roster, the profiles, the pair and group pages and the audit log, Customer is the controller and we are its processor. For a person’s own Coaching Data, on both the work side and the home side, we are the controller under our Privacy Policy and Customer has no role at all. The table says which is which.

2.What this agreement covers

Subject matter: running a Wendy workspace for Customer. Duration: as long as the workspace exists, plus the deletion period in section 12. Nature and purpose: inviting people by email, holding a roster and seats, holding each person’s profile in the workspace (their card, their scores as bands, and the working habits the Service has noticed from their own use, never a message), showing where any two people and any group sit from two people up, and keeping an audit log of what Customer’s administrators did.

The people whose data this covers are Customer’s members. The data classes are the ones in section 1. A person’s connected accounts are their own grant under our consumer terms; nothing from anyone’s inbox or calendar enters a workspace except the working habits section 6 lists.

3.What the workspace may be used for, and never for

Wendy is a self-development and communication coaching service. A workspace exists so that each person can build their own report, share it with their colleagues by joining, and see how the team is spread on each measure and how any two people fit, from two people up.

Customer will not use the Service, or any Coaching Data, in hiring, performance review, promotion or compensation decisions. Customer will not use, request, collect, infer or try to obtain Coaching Data as a factor in any decision about who gets a job or a role, who moves up, what anyone is paid, discipline, reviews or ratings, who is chosen for training, who is let go, how work is handed out, or any other term or condition of employment; to monitor or evaluate the performance or behavior of any worker; to compare identified people with each other or put them in order; or in any grievance, investigation or proceeding.

Customer will not use a profile, a pair page, a group page or the working habits shown in them as a factor in any such decision, and will not ask a member to explain their profile in a review.

Wendy is not designed, tested or offered as a selection procedure, an employment test, or a medical instrument, and it has not been assessed under the Uniform Guidelines on Employee Selection Procedures (29 C.F.R. Part 1607) or any similar standard. Any use this section forbids is outside Wendy’s intended purpose, is a material breach of this agreement, and is at Customer’s own risk, including any duty such a use would create for Customer under Regulation (EU) 2024/1689 or any law on automated employment decision tools.

Customer will, on our request and within ten business days, show us that neither the Service nor any Coaching Data is used as a factor in any decision described above: by written confirmation from an officer, by producing the notice it sent its people under section 4, and, where a specific decision is in question, by describing how that decision was made. Where we know, or have reason to believe, that Customer or anyone acting for it has used or tried to use the Service or Coaching Data for a purpose this section forbids, we may suspend or end the workspace, in whole or in part, at once and without liability to Customer, and we will tell the workspace’s members that we did and on what ground. Suspending or ending a workspace under this section does not affect any member’s own account or Coaching Data. Fees for a workspace ended under this section are not refunded for the current period.

4.What Customer agrees to do

Customer is responsible for having a lawful basis for the data it puts into the roster, and for the instructions it gives us. Its instructions are this agreement, the Terms, and the settings and actions its administrators take in the workspace.

Customer will not ask us for any member’s own Coaching Data, and will not try to get it from a member, from a colleague, from a screen or from an export. Section 6 says why there is nothing to hand over.

Before inviting anyone, Customer sends its people, in writing, the notice to your team, or a notice of its own that says the same things: what Wendy is and is not, that use is voluntary, that nothing from Wendy is used in any decision about a person’s job, what Customer can and cannot see, and that we may ask Customer to show this and may close the workspace and tell its members if it is not so. Customer will confirm this in writing before the first invite can be sent, and we will record the confirmation with the version of the notice Customer saw. Customer also gives any notice of electronic monitoring the law requires where its people work, and never sets up mailbox or messaging access on anyone’s behalf: each person connects their own accounts, or none.

5.What we agree to do as a processor

For the data classes where Customer is controller, we will do only what this agreement and Customer’s instructions say, and we will tell Customer if we think an instruction breaks the law. In particular:

• We process that data only on Customer’s documented instructions, including for any transfer to another country.
• The people who work on Wendy are bound to confidentiality, and none of them reads a member’s answers, report, chats, notes or memory: our staff tools show counts, statuses and ids.
• We keep the security measures in section 8.
• We use only the subprocessors in section 7, on the terms there.
• We help Customer answer a member’s request about the data Customer controls, as section 10 says.
• We help Customer with its own security duties, with any data protection assessment it has to make, and with a supervisory authority, as section 10 says.
• At the end, we delete or return the data as section 12 says.
• We make available the information Customer needs to show that we keep this agreement, and we allow the audits in section 11.

6.No access to any person’s own Coaching Data

We will not disclose to Customer, and Customer will not request, any Coaching Data of an individual member: their answers, their conversations with Wendy, their notes, their memory, their context, anything from an inbox or a chat tool beyond the profile items below, how much or how often they use the Service, and whether or when they used the personal side of Wendy. What Customer’s members, administrators and owner see is each member’s workspace profile: the card the person wrote, their code, pattern and rose, their scores as bands, what they need from people, how any two members fit and where any group sits, and the working habits the Service derives from the member’s own use: working-style patterns and preferences it has noticed, and how quickly they tend to reply, how many meetings they tend to have and which members they work with most, as bands, never counts. A member can tell from these habits that a colleague has connected an inbox or calendar, and never sees what is in it. When a person joins a workspace they see this list first, and the person can take any line out of their workspace profile at any time: a pattern, a preference, a habit or a works-with entry. The Service has no administrator or manager view of any other data, and we will refuse any instruction to create one. Customer acknowledges that we are the controller of individual Coaching Data and that Customer’s instructions under this agreement extend only to the data classes for which Customer is controller.

This is how the product is built, not only a promise on paper. A person’s data lives under their own account; the database rules refuse every read of another person’s data; and there is no screen, export or report in which a member’s answers, conversations, notes or memory appear to anyone but that person. Nothing a member tells Wendy is reported to Customer, and we have no duty to report it.

7.Subprocessors

Customer authorizes the subprocessors on our subprocessor list, which says what each one does, what it holds, where, and since when. Those providers, and their own subprocessors as published on the pages that list links to, are the whole of it: no other company handles workspace data for us.

We email account holders 30 days before adding a subprocessor. Workspace owners may object within that time; if we cannot resolve the objection, they may end their plan and receive a pro-rata refund.

We pass to each subprocessor the same duties this agreement puts on us for the data it handles, and we answer to Customer for what a subprocessor does.

8.Security

The measures we keep are written out on our security page: where the service runs, what is never stored, how sign-in works, who can reach data, how connected accounts are held, and what we do if something goes wrong. That page is part of this agreement, and every sentence on it is true on the day it is published. We hold no security certification and claim none.

9.Where data goes

Wendy runs in the United States, and workspace data is stored there. Where the law where Customer’s people work requires a transfer mechanism for data leaving their country, the standard contractual clauses adopted under that law, with any addendum that law requires, apply between the parties where required, with Customer as the exporter and us as the importer, and this agreement serves as the description of the processing.

10.Help with requests, assessments and incidents

When a member asks Customer for their data, Customer forwards the request to us. We answer Customer about the roster, the profile and the audit log within ten business days, and we tell Customer that the person’s own Coaching Data is answered to the person directly, because it is theirs and not Customer’s.

We give Customer the information it needs for a data protection assessment of the workspace, and we help with a supervisory authority where the law requires it.

If we confirm a breach that touches workspace data, we tell Customer within forty-eight hours of confirming it, and we say what data classes were involved, what we did, and what we recommend. Our full incident response is on the security page.

11.Audit

Once a year, on request, we answer Customer’s written questions about how we keep this agreement and share the documents that show it. An on-site audit is by exception: once a year, on thirty days’ notice, at Customer’s cost, scoped to Customer’s own data, and never reaching another customer’s data or any member’s own Coaching Data.

12.Deletion and return at the end

When a person leaves a workspace or is removed, their profile comes out of every group and pair the same day. Their own account and everything in it stay with them. Their name and work email will come out of the roster within thirty days once the scrub that does it runs; until then, the owner can ask us to take a roster row out at once, and a person does it.

When a workspace closes, the profiles, the invites, the groups, the pair and group pages will be deleted, and members marked as removed, within thirty days of the closing. A workspace whose seats have been at zero for seven days closes on that schedule. Until Customer can get them from the workspace itself, the owner can ask us at support@askwendy.ai for a copy of the roster and the audit log before the deletion, and for a note when it is done.

We keep what the law requires us to keep, such as billing records, and nothing else.

13.Liability

Each party’s total liability to the other under this agreement is capped at the fees Customer paid for the workspace in the twelve months before the claim, except where the law does not allow a cap. Nothing here limits a person’s own rights against either party.

14.California service-provider terms

For the data Customer controls, we are Customer’s service provider under California law. We do not sell or share that data, we do not combine it with data from another customer, and we do not use it for any purpose outside the business purpose in section 2. We certify that we understand these restrictions and will keep them.

15.Connected accounts and platform terms

A connected account is a person’s own grant, made by that person, to read their own mail or calendar for one-line notes; Customer never connects an account for anyone, and we never ask an organization for access to its people’s accounts. What we keep from a connected account is written out at askwendy.ai/privacy/connectors, and the terms of each platform a person can connect pass through to that person’s use.

If a platform a person connects, now or later, requires Customer to authorize the use, processing and storage of its data, Customer authorizes it to the extent that page describes, and no further.

16.Versions and changes

The version of this agreement the workspace owner accepted is recorded on the workspace when it is accepted, with the date and who accepted it. A change that reduces a right or adds a purpose is emailed to workspace owners thirty days before it takes effect. Earlier versions stay readable from the link under the title.

A signed copy for a procurement file is available on request: write to support@askwendy.ai, and a person answers. Questions about this agreement go to the same address.