1. INTRODUCTION AND ACCEPTANCE 

Thank you for choosing TALKGUEST, owned by ITVAULT LDA - better identified at the end of this document and hereinafter referred to as “TALKGUEST”, “us”, “our”. By subscribing to or using, in any way, the TALKGUEST service, third-party websites or applications (together, the “TALKGUEST service” or “Service”), or when accessing any content or material that is made available by TALKGUEST through the Service (the “Content”), the TALKGUEST User, as well as any user dependent on them under the subscribed Plan (“User”) is entering into a contract with TALKGUEST.

The Service Provision Agreement entered into between the User and TALKGUEST (together referred to as “Parties”) is constituted by these Terms and Conditions of Use (“Terms”), Privacy Policy and other additional terms to which the User agrees (together referred to as “agreements”). 

If you wish, at any time, to analyze the terms and conditions of the Agreements, the current version can be consulted on the TALKGUEST website. 

Carefully read the Agreements, which contain essential information about the TALKGUEST Services that are made available to you, and any costs, fees and charges that we will charge you. The Agreements also include information about future changes, automatic renewals, limitations of liability and privacy information.

Make sure you have read and understood the Agreements, accept them and agree to be bound by them. If you do not agree or cannot comply with the Agreements, you may not use the TALKGUEST Service or any Content thereof.

In order to use the TALKGUEST Service and access the Content, the User must: (1) be 18 years of age or older and (2) have the legal capacity to enter into this contract with TALKGUEST and not be prevented from doing so under any applicable legislation. 

The User guarantees that any registration information they send to TALKGUEST is true, accurate and complete, and agrees to always keep it updated in these terms.

2. CHANGES TO AGREEMENTS

The Agreements may be updated, amended or replaced periodically, in whole or in part, without the need for prior notice, with their updated version applicable to any transaction, action or omission of the Parties. 

TALKGUEST will make a visible communication of the updated Agreements as it deems most appropriate and depending on the circumstances, for example, by presenting a visible communication on the Service or by sending an electronic communication, in other cases a communication will be sent prior to the changes.

Make sure you read the aforementioned communications and periodically review the Agreements in order to confirm any changes that may have been made by TALKGUEST.

If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the TALKGUEST Service by contacting the following email: info@TALKGUEST.com

In any case, the User's continued use or access to the Service, after the occurrence of any updates, changes or replacements, constitutes the User's express consent to the updates, changes or replacements made.

3. SUBSCRIPTION TO TALKGUEST PLANS

3.1. Services and Plans

TALKGUEST provides a platform for managing short-term stays, providing, in particular, a channel manager, communications with the accommodation bulletin information system, issuance of tax documents through integrated software certified by the Tax and Customs Authority, processing of the Municipal Tourist Tax, and automation of the automatic communications process with guests. 

The TALKGUEST Service is provided for a fee, and the User must pay the respective cost before being able to access it. The modalities of the TALKGUEST Service, which can be accessed after payment, are currently referred to as “Starter”, “Pro”, “Business”, “Enterprise” and “Custom Plans” (collectively, the “Plans” or, individually, the “Flat”). You can find out more about our services by visiting our website.

Without prejudice to the provisions of paragraph 3.5 of these Terms and Conditions, the User is solely responsible for renewing or changing the subscribed Plan, by clicking the “Renew” or “Change Plan” button in their TALKGUEST Account. Failure by the User to renew the TALKGUEST Service implies cancellation of the service.

3.2. Codes and other prepaid offers

If you purchased or received a code, gift card, prepaid offer, or other offer provided or sold by or on behalf of TALKGUEST, for access to a Plan (“Code”), the terms and conditions presented, together with the Code, may also apply to your access to the Service, with the User agreeing to also comply with these terms and conditions.

3.3. Trial Period

TALKGUEST offers all its users a trial period of its Plans for a period of 14 (fourteen) days, at no associated cost (“Trial period”). TALKGUEST reserves the right, at its own discretion, to determine the eligibility of Users for a Trial Period and to withdraw or change a Trial Period, at any time, without prior notice and without liability, under the broadest terms permitted by law.

The Experimental Period will end, without the need for any prior notice, once a period of 14 (fourteen) days has elapsed. Any information, configuration or customization carried out during the Trial Period will be permanently lost if the User does not pay for the subscription to one of the Plans made available by TALKGUEST.

Only one Trial Period is permitted per User, and any additional period or extension of the Trial Period will only be permitted with the express authorization of TALKGUEST.  

3.4. Payment Terms

Subscription to the Plans is carried out according to the modality chosen by the User, via credit card, ATM reference or other duly indicated payment method, and fees relating to transaction costs may be charged whenever informed.

Subscription to the Plans is charged in advance for the period for which the subscription corresponds, and under no circumstances will the amount paid be refundable in the event of cancellation of the Service by the User.

The price of the Service is subject to updates and changes, without the need for prior notice, and these changes will be published on the Service's website, with the price in force at any given time applying to Service renewals.

The price of the Service, indicated by TALKGUEST, includes VAT at the legal rate in force, as well as any fees, taxes or obligations that may be created or applied.

The User is responsible for paying any fees, taxes or tax obligations arising from the use of the Service.

3.5. Service Cancellation

The plan subscribed by the User renews automatically, for the same period and type of the previous subscription, and the User must, for the purpose of canceling the Service, delete the payment information in the “Payment Methods” section, before the end of the date validity period of the current subscription.

In case of violation of the Agreements, TALKGUEST may, at any time and without the need for interpellation, suspend or cancel any User's account, as well as refuse any and all use of the Service, current or future.

TALKGUEST reserves the right to refuse, at any time, the provision of the Service to any natural or legal person, national or foreign, regardless of the reason and without the need for justification.

3.6. Termination of Service

With the termination of the TALKGUEST service, for any reason or form: (i) all applicable Use licenses and other rights granted to the User will be terminated; (ii) any rights, remedies or liabilities of the Parties which have accrued up to termination, including the right to claim damages in respect of any breach of the Agreement which existed on or before the date of termination, shall not be affected or impaired; (iii) all content and settings associated with the User's account will be deleted and cannot be recovered by TALKGUEST; (iv) the User will be unable to access the TALKGUEST service, exempting TALKGUEST from any liability that its termination may cause to the User.

4. RIGHT OF USE AND COPYRIGHT

The Service and Content are the property of TALKGUEST. 

TALKGUEST grants the User a personal, non-transferable, limited, non-exclusive and revocable license to use the TALKGUEST Service (the “License”), in accordance with the Plan subscribed by the User. The License remains in effect until and unless terminated by You or TALKGUEST. 

Without prejudice to the provisions of the following paragraph, the User understands and accepts that the Service, as well as its structure, organization and source code constitute valuable commercial secrets, and therefore will not, in particular: a) create derivative works; b) decompile; c) apply reverse engineering; d) attempt, in any way, to discover the source code of the Service.

The User guarantees and agrees - being expressly prohibited - that he will not modify, adapt, duplicate, copy, reproduce, redistribute, reuse or transfer, whether for payment or free of charge, definitively or temporarily, for any purpose, the TALKGUEST Service or Content , as well as visual design elements or concepts, without express written authorization from TALKGUEST, under penalty of incurring civil and/or criminal liability.

Within the scope of the granted right of use, the User is prohibited from using the Service or Content for, in particular: a) any illegal purpose; b) solicit third parties to perform or participate in any illegal acts; c) infringe or violate the intellectual property rights of TALKGUEST or owners of Third Party Applications; d) present false or misleading information; and) upload files or transmit viruses or any other type of malicious code that affects the functionality or operability of the Service or any application or service related to it; f) “sparm, phish, pharm, pretext, spider, crawl ou scrape; e g) interfere with or circumvent the features of the Service, any application or service related to it.

Violation of any of the obligations set out above gives TALKGUEST the right to restrict, suspend or cancel, without the right to any compensation or refund, access to the Service by the offending User. 

All TALKGUEST trademarks, trade names, logos, domain names and any other features of the TALKGUEST brand (“TALKGUEST Brand Characteristics”) are the exclusive property of TALKGUEST. The User is not granted any rights to use TALKGUEST brand Features outside the scope of these Agreements.

The User may also not use the commercial names, logos or any other characteristics of the TALKGUEST brand, as well as Content and information from the Service, in order to falsely associate himself, expressly or implicitly, with TALKGUEST or any service provided by it.

5. THIRD PARTY SOFTWARE

The TALKGUEST Service is integrated with third-party software and services (“Third Party Applications”) to provide the User with content and/or services, which are included in the TALKGUEST Service, being licensed to the User under the Agreements and Terms of Use imposed by the providers of Third Party Applications.

The User understands and accepts that TALKGUEST does not promote nor is responsible, in any capacity, for the behavior, functionality or content of any Third-Party Application or for any transaction that it may carry out with the provider of any Third-Party Application.

6. TALKGUEST ACCOUNT TERMS OF USE

In order to be granted access to the Service, the User must indicate their full name, a valid email address, as well as any mandatory information requested by TALKGUEST, with the User being solely responsible for their accuracy.

TALKGUEST informs that the protection of your personal data is a priority, therefore, from May 25, 2018, it will be in compliance with Regulation no. 2016/679 of the European Parliament and of the Council, of April 27, 2016 (General Regulation on the Protection of Personal Data). 

To find out how TALKGUEST protects your privacy, the new rules applicable to the processing of your personal data, your rights, and how you can manage, directly and in a simple way, the respective consents, see our Policy of Privacy.

The User is also responsible for all content entered into the account and for all activity that occurs there, even if entered by other users with access to the account. By submitting or publishing any content from or relating to the account in publicly accessible areas of the Service, the User acknowledges and declares that they are the owner of such content, assuming full responsibility for the same and exempting TALKGUEST from any and all liability, for whatever reason. 

Each natural or legal person may hold only a single account to access the Service, without prejudice to being able to designate, depending on the Plan subscribed, other Users.

The Account login can only be used by a single User, and the login cannot be shared by multiple people. The User subscribing to the Service can create as many User logins as their Plan allows.

When other users are designated (namely the User's employees), the User subscribing to the Service is solely and exclusively responsible for making known the Privacy Policy and the conditions of use of the Service contained in these Terms and Conditions of Use. 

The User is fully responsible for maintaining the security of their account and password. TALKGUEST is not responsible for any loss or damage resulting from the User's failure to comply with or fail to comply with said security obligations.

7. LIMITATIONS AND CHANGES TO THE SERVICE

TALKGUEST will use all reasonable efforts to ensure the permanent operability of the TALKGUEST Service. Exceptionally, technical or maintenance difficulties may occur, leading to temporary interruption of the Service.

7.1. Maintenance

TALKGUEST or the providers of any Third-Party Applications may schedule or cancel maintenance actions or performance upgrades regarding the Service or Third-Party Applications, whenever they see fit.

TALKGUEST will make every effort to, within reason, provide the User with prior notice of maintenance or upgrade actions, in order to minimize the impact of the User's use of the Service.

In the event of any urgent maintenance, TALKGUEST will do everything possible to provide prior notice to the User, with the User accepting that exercising such prior notice may not be possible. 

7.2. Suspension and Change of Service

To the extent permitted by law, TALKGUEST reserves the right, periodically and at any time, to change or interrupt, temporarily or permanently, functions and functionalities of the Service, with or without prior notice, with TALKGUEST refunding the amount paid by the User, whenever the total and permanent discontinuation of the Service occurs before the end of the Subscription Period, to the extent proportional to the missing Subscription Period. 

TALKGUEST will make every effort to ensure that failures and interruptions of the Service occur with the least possible impact on the User, and TALKGUEST will not be liable to the User or Third Parties for any damages that may result from the interruption, alteration or discontinuation of the TALKGUEST Service or of any function thereof, as well as any failure in accessing the Service account by the User.

The User's continued use of the Service, after the occurrence of any modifications or discontinuations made to the TALKGUEST service, constitutes express consent to such modifications and/or discontinuations.

8. WARRANTY AND LEGAL NOTICE

TALKGUEST will make every effort to ensure that the Service is provided in the best possible way. However, the User understands and accepts that the Service is provided as is, in the state of the art available, without express, implied warranty or condition of any nature. 

The User hereby expressly accepts that the use or inability to use the Service is at their sole risk and responsibility. The Service is provided “as is” and “as available” for your use, without any representation, warranties or conditions, either express or implied, including implied warranties or conditions of merchantability, quality, fitness for a particular purpose, durability, title and non- compliance.  

TALKGUEST does not guarantee, in particular, that: i) the Service will meet your specific needs; ii) the Service will be uninterrupted, timely, secure or error-free; iii) the results that may be obtained from the use of the Service will be accurate or reliable; iv) the quality of the Content, Services, Third Party Applications or other products, information or materials purchased or obtained by the User through the Service will meet your expectations; and v) any errors or faults in the Service will be corrected.

TALKGUEST uses hosting partners and suppliers to provision the hardware, software, networks, storage and related technologies necessary to run the Service, and is therefore not responsible for any non-compliance that may occur or failures in the use of the same or Accounts, which are caused by these partners or suppliers.

TALKGUEST is not responsible for any information, content or configuration entered or performed by the User on the Service. 

The User understands and accepts that all information entered or carried out in the Service, through electronic data transmission, data import or manually, namely accommodation units, connection configurations to the SIBA system, synchronizations with reservation channels, billing , payments, guest data, reservation data, stay prices, are the sole responsibility of the User and/or the entities transmitting or acquiring said information, and TALKGUEST will not be responsible for any information, transaction or any incorrect, corrupted or unavailability on which the Service depends.

TALKGUEST is also not responsible for any failure to comply with any legal obligation imposed on the User, namely due to errors in processing any tax, fee or tariff, sending the SAFT file to the Tax and Customs Authority or sending Accommodation Bulletins to the Foreigners and Borders.

For the purposes of complying with the legal obligations imposed on the User by Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, and within the scope of the relationship established by it with its customers, TALKGUEST provides a model communication method for collecting personal data, when processing data on behalf of the User through the Service.

In order to comply with the aforementioned legal diploma, TALKGUEST will identify as Responsible for the Processing of Personal Data the natural or legal person whose personal data is provided by the User in the “SEF Data” section available in the configuration data of each Accommodation inserted in the Service.

For the purposes of the previous paragraph, the User will be solely and exclusively responsible for entering and keeping the Owner's information updated as the Person Responsible for the Processing of Personal Data.

If the User does not enter information relating to the Holder of the Exploration, the personal data collection communication will not include any data relating to the Person Responsible for the Processing of Personal Data, with the User being solely and exclusively responsible for non-compliance with the respective legal obligation.

Neither TALKGUEST nor any owner of Third Party Applications guarantees that the Service is free from malware or other malicious components. 

The User expressly understands and accepts that TALKGUEST and its legal representatives, Directors, Workers, Affiliates, Agents, Interns, Suppliers, Service Providers, will not be responsible for any injury, loss, claim or direct, indirect, incidental, punitive damages, special or consequential damages of any kind, including, without limitation, loss of profits, loss of revenue, loss of data, replacement costs, or any similar damages, whether based in contract, tort - even if negligent -, strict liability or otherwise, arising from the use of the Service, any Third Party Application or for any other claim relating in any way to the use of the Account and/or the Service, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of the Service or any Content, transmitted or otherwise made available through the Service, to the fullest extent permitted by law.

Failure to exercise, in whole or in part, the rights or powers granted to TALKGUEST arising from the Agreements, does not mean, in any case, the waiver of such rights or powers or lead to their forfeiture, meaning they will remain valid and effective, despite their non-exercise.

9.  SUBCONTRACTING – General Personal Data Protection Regulation (GDPR)

As of May 25, 2018, the new General Regulation on the Protection of Personal Data comes into force – Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016 (hereinafter referred to as GDPR) -, which establishes the rules relating to the protection, processing and free movement of personal data of natural persons and which applies directly to all entities that process this data, in any member state of the European Union, including Portugal.

As part of the execution of its activity, TALKGUEST carries out various personal data processing activities, on behalf of the User, the latter being considered responsible for the processing of personal data, as defined by the GDPR.

In this context, from May 25, 2018, it is necessary to comply with the provisions of article 28 of the GDPR, which establishes the obligation to conclude a contract, whenever the processing of personal data is carried out under subcontracting. .

Therefore, by accepting these Terms and Conditions of Use, the User and TALKGUEST enter into, between themselves, freely and in good faith, a data processing agreement, in strict compliance with the GDPR, which will be governed by the following clauses, the the Parties are reciprocally obliged to fully comply with.

1. Definitions

1. Agreement means this data processing agreement, which is included in these Terms and Conditions of Use.
2. Contract means the Service Provision Agreement concluded or to be concluded between the Data Controller and the holder of personal data;
3. Personal data means information relating to an identified or identifiable natural person (data subject), with an identifiable natural person being considered to be a natural person who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number , location data, electronic identifiers or one or more elements specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
4. Processing of personal data means any operation or set of operations carried out on personal data, by automated or non-automated means, such as collection, registration, organization, structuring, conservation, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, broadcast or any other form of making available, comparison or interconnection, limitation, erasure or destruction;
5. Responsible for processing personal data means the natural or legal person, public authority, agency or other body that, individually or jointly with others, determines the purposes and means of processing personal data (the User);
6. Subcontractor means a natural or legal person, public authority, agency or other body that processes personal data on behalf of the person responsible for processing them (TALKGUEST);
7. Data Holder(s) means the person(s) whose personal data is being processed;
8. Service Provision Agreement means the services that TALKGUEST makes available to the User under the service provision contract;
9. Personal data breach means a breach of security that causes, accidentally or unlawfully, the unauthorized destruction, loss, alteration, disclosure or access to personal data transmitted, stored or subject to any other type of processing;

2. Object, Purpose, Nature and Durationsome text
   1. Personal data will be processed for the following purposes:

1. Compliance with legal and regulatory obligations to which the User is subject within the scope of their activity, namely communication to the Foreigners and Borders Services (hereinafter SEF) and invoicing;
2. For the purposes of executing the Service Provision Agreement, namely management of reservations, processing of payment data and management of the contractual or pre-contractual relationship established between the User and the Data Holder;
3. For the purposes of contacting the User's Customers, namely managing communications between the User and the Data Subject;
4. For statistical analysis purposes.

2. The processing of personal data under subcontracting will be carried out, preferably, by automated means, and may, when management and organizational reasons require it, be carried out using non-automated means.
3. The duration of the processing of personal data will be equivalent to the term of the Service Provision Agreement signed between TALKGUEST and the User.

3. Type of Personal Data and Categories of Data Subjectssome text
   1. The personal data subject to processing concerns the following categories of Data Holders: potential customers (natural persons) of the User, Customers (natural persons) of the User and former customers (natural persons), as well as the Owner of the billing system.
   2. Within the scope of this agreement, and with a view to fulfilling the purposes identified in point 2.1. above, TALKGUEST will process all personal data of the Data Holder, which allows identification (for example, name, civil identification number and address), billing for services provided (for example, tax identification number), as well as compliance with legal obligations imposed on the User (for example, nationality and country of residence).
   3. TALKGUEST will refrain from processing, on the User's behalf, the special categories of data provided for in article 9 of the GDPR, unless this prohibition is overturned by any of the exceptions provided for in that rule.
   4. Without prejudice to the provisions of the previous points, the processing of personal data under subcontracting may cover other categories of data subjects, whenever necessary to comply with this Agreement and the GDPR.
4. Processing of personal datasome text
   1. The personal data subject to subcontracting processing will be limited to those that are necessary for the full execution of the contractual and/or pre-contractual relationship established between the User and the Data Holder.
   2. With regard to the processing of personal data of the User's Customers, TALKGUEST is expressly authorized to process all personal data necessary for the management of reservations, communications to the Foreigners and Borders Service, as well as all operations essential to the proper execution of the Service Provision Agreement.
   3. For the purposes of complying with the legal obligations imposed by the GDPR on the User, TALKGUEST provides a communication model for collecting personal data, when processing data on behalf of the User through the Service, under the terms of point 8) regarding the Guarantee and Notice Legal.
   4. TALKGUEST is also expressly authorized to process all personal data of the Data Holder that are necessary to comply with national or European legislation, as well as the Service Provision Agreement.
   5. Personal data processing operations carried out by TALKGUEST, in the name and on behalf of the User, will only take place during the period indispensable for the intended purposes, without prejudice to any declaratory obligations, of a tax or other nature, that impose on TALKGUEST or on the User and which impose their treatment for a longer period of time.
   6. Whenever, for the purposes referred to in point 2. above, it is necessary to process personal data held by minors, the regime resulting from national legislation will apply with regard to transactions concluded with and by minors.
   7. In relation to any and all personal data that it processes on behalf of the User, TALKGUEST guarantees, at all times, that:

1. It will only process said data (i) to the extent necessary to fulfill the Service Provision Agreement, (ii) under the terms that, for this purpose, are agreed in writing with the User, and (iii) always and exclusively based on its instructions;
2. It will not transfer, nor attempt to transfer, control of the Data Holder's personal data to third parties, unless, for this purpose, it receives duly documented instructions from the User;
3. It will not process or use the Data Subject's personal data for purposes prohibited by law or other than those necessary for the good and full execution of the Contract.

8. Before starting any processing of personal data, and at any subsequent time, TALKGUEST will inform the User if, according to its assessment:

1. Any instruction from the User is in violation of applicable legislation; and/or
2. TALKGUEST is bound by any legal requirements or constraints that make it illegal or impossible: (i) act in accordance with the User’s instructions; and/or (ii) comply with applicable legislation. 

9. Upon written request, TALKGUEST will provide the User with all records of personal data processing carried out on their behalf, within a maximum period of 5 (five) days from receipt of said request.

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5. Rights and Obligations of the Person Responsible for Processing Personal Datasome text
   1. Taking into account the nature, scope, context and purposes of data processing, as well as the risks to the rights and freedoms of Data Subjects, it is up to the User, as the Data Controller, to apply the technical and organizational measures that are necessary to ensure and be able to prove that the treatment is carried out in accordance with current Community and national legislation.
   2. TALKGUEST and the User hereby agree that the rights of holders of personal data provided for in the GDPR and national legislation relating to the protection of personal data must be exercised with the User, as the Data Controller. 
   3. TALKGUEST only processes personal data upon documented instructions from the User, which is why the User is obliged to transmit instructions on the manner and purposes of the processing of personal data that TALKGUEST will carry out on their behalf, particularly with regard to possible transfers of data to third countries or international organizations.
   4. For the purposes of the previous paragraph, documented instructions are all those provided for in this Agreement, as well as in the Service Provision Contract, without prejudice to future instructions that the User may send, in writing, to TALKGUEST.
   5. The obligation provided for in number 5.3. does not apply in situations where the processing of personal data is imposed on TALKGUEST by current Union and/or national law.
   6. The User will analyze and decide, within a reasonable period of time, the requests for authorization - specific or general - sent to him by TALKGUEST, with regard to the possible hiring of another subcontractor.
   7. Without prejudice to the granting of general authorization for TALKGUEST to use another subcontractor, the User may, whenever he sees fit, oppose the intended changes to the number or replacement of other subcontractors.
   8. The User undertakes to analyze and respond to communications that TALKGUEST may send to him or her to the effect that any or all of the instructions transmitted by the User violate or may violate any standard, national or European, in terms of data protection. personal. 
   9. Without prejudice to the matter relating to the deletion of personal data, at the end of the service provision contract related to the processing, the User must inform TALKGUEST about the destination that it must give to the personal data it has in its possession, namely if the same must be deleted or returned.
   10. For the purposes of the previous paragraph, the information must be provided within 10 days from the date of production of the effects of the assignment of the aforementioned contract.
   11. The User, as the person responsible for processing personal data, undertakes to cooperate with the supervisory authority in carrying out its duties, whenever requested.
6. Rights and obligations of the Subcontractor some text
   1. TALKGUEST accepts and recognizes that the User is Responsible for the Processing of personal data that TALKGUEST processes within the scope of the provision of services arising from the relationship established between the User and its Customers.
   2. As mentioned previously, TALKGUEST will process personal data only following documented instructions given to it by the User, as the person responsible for the processing of personal data, in accordance with the provisions of paragraph a) of paragraph 3 of article 28 of the GDPR .
   3. TALKGUEST will take the necessary measures to ensure that any person who, acting under its authority, has access to personal data, will only process it in accordance with the instructions provided by the User.
   4. TALKGUEST will maintain written, complete, accurate and updated records of all categories of processing activities carried out on behalf of the User, containing information that the User reasonably requests.
   5. Taking into account the nature of the processing, and to the extent possible, TALKGUEST will provide assistance to the User, in order to allow them to fulfill their obligation to respond to requests from data subjects, with a view to exercising the rights provided for in Chapter III of the GDPR.
   6. Taking into account the nature of the processing and the information at its disposal, TALKGUEST will provide the necessary cooperation, assistance and information to the User, in order to ensure compliance with the obligations set out in articles 32 to 36 of the GDPR by the User, herein including, among others (i) the User's obligations to apply appropriate security measures relating to Personal Data, (ii) the User's notification obligations relating to Personal Data Breach, (iii) the User's obligations to carry out impact assessments on data protection, and (iv) the User's obligation to consult prior control authorities in relation to high-risk processing.
   7. Without prejudice to the matter relating to the deletion of personal data, with the end of the provision of services related to the processing, TALKGUEST undertakes to erase or return the personal data to the User, depending on the User's choice, unless the conservation of the data is required under applicable Union or national law.
   8. TALKGUEST must make available to the User all suitable information to contribute to demonstrating compliance with the GDPR, within the scope of audits, including inspections, whether these are initiated by the User himself, as responsible for the processing, or by any other duly mandated auditor .
   9. TALKGUEST is obliged to notify the User, whenever it becomes aware of a breach of personal data, under the terms and conditions set out in point 10 below.
   10.  TALKGUEST will collaborate with the User, to the extent of the information available to it, whenever the latter carries out an assessment of the impact of data processing operations on the protection of customers' rights and freedoms, especially in the case of submitting any request for prior consultation with the CNPD.
   11. TALKGUEST declares that it is aware of and undertakes to strictly comply with any and all obligations directly applicable to subcontractors, under the terms of the relevant data protection legislation, further recognizing that the contractual obligations set out in this Agreement do not exempt it from full compliance with the obligations cool. In case of conflict between legal obligations and obligations set out in this Agreement, TALKGUEST will observe the former with precedence.
   12. TALKGUEST reserves, from now on, the right to exercise the right of recourse against the User in relation to any compensation that it is obliged to pay on behalf of the User, under the terms of current legislation, and which originates from conduct for which the User is responsible. .

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7. Confidentiality and security of treatmentsome text
   1. TALKGUEST ensures that people authorized, within its organization, to process personal data have assumed a confidentiality commitment or are subject to appropriate legal confidentiality obligations.
   2. TALKGUEST declares that, taking into account the most advanced techniques, the application costs and the nature, scope, context and purposes of the processing, as well as the risks, of varying probability and severity, to the rights and freedoms of people individuals, will apply the appropriate technical and organizational measures to guarantee a level of security adequate to defend the rights of data subjects.
   3. TALKGUEST further declares that it has adequate technical and organizational means to comply with the GDPR and other applicable legislation, as well as meeting all the conditions to execute the obligations that, for it, arise from this Agreement in relation to personal data, in order to ensure that the User will not violate any of their obligations regarding the processing of personal data, in accordance with applicable legislation.
   4. Without prejudice to the matter relating to information security provided for in this Agreement, the measures referred to in point 9.2. above will include, whenever possible, the following:

1. The ability to ensure the confidentiality, integrity, availability and permanent resilience of processing systems and services;
2. The ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident;
3. A process to regularly test, assess and evaluate the effectiveness of technical and organizational measures to ensure the security of processing.

5. TALKGUEST declares that it has appropriate procedures in place and has implemented the necessary technical measures to ensure compliance with instructions given by the User regarding any personal data.
6. For the purposes of the previous paragraph, TALKGUEST has implemented the appropriate procedures and measures to ensure: i) response to individual requests from the holders of personal data to be presented to the User, in accordance with applicable legislation; and (ii) the exercise of the rights of personal data holders.
7. TALKGUEST also has technical and organizational resources aimed at: 

1. Update, change or correct personal data, at the User’s request; 
2. Cancel or block access to any personal data after receiving instructions from the User to that effect;
3. Ensure the signaling of personal data files or accounts, allowing the User to apply specific rules to the personal data of different individual holders.

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8. Use of subcontracting by TALKGUESTsome text
   1. In terms of subcontracting the obligations set out in this Agreement, and in compliance with the GDPR, TALKGUEST will not hire another subcontractor without the User having given, in advance and in writing, specific or general authorization. 
   2. The User hereby authorizes, from now on and in general terms, TALKGUEST to use another subcontractor to fulfill the Service Provision Agreement and, specifically, to process personal data on the User's behalf.
   3. The authorization provided for in the previous paragraph always includes the possibility of legal consultation with an external entity, for the purposes of complying with the rules relating to the protection of personal data.
   4. In case of general written authorization, TALKGUEST will inform the User of any intended changes regarding the increase in the number or replacement of other subcontractors, thus giving the User the opportunity to object to such changes.
   5. In the event of using another subcontractor to carry out specific data processing operations on behalf of the User, TALKGUEST undertakes to impose on that other subcontractor, by contract or other normative act under national or Union law, the same data protection obligations as those set out in this Agreement, in particular the obligation to provide sufficient guarantees for the implementation of appropriate technical and organizational measures in such a way that the processing complies with the requirements of the GDPR. 
   6. If the other subcontractor does not comply with its obligations in terms of data protection, TALKGUEST continues to be fully responsible, towards the User, for fulfilling the obligations of that subcontractor.
9. Information security relating to personal data and communicationssome text
   1. TALKGUEST will keep the personal data of User Data Holders separate from any other data that it processes on behalf of third parties.
   2. TALKGUEST will adopt and maintain in force appropriate technical and organizational security measures to ensure the protection of Data Subjects' personal data against accidental or unlawful destruction or accidental loss, damage, alteration, unauthorized disclosure or access, and in particular, when data processing involves the transmission of personal data over a network, as well as adopting the necessary technical and organizational measures to protect the Data Holders' personal data against all other illegal forms of processing.
   3. By way of example only, TALKGUEST will use the following physical security measures: (i) logical separation of the processes and personal data of User Data Holders from the personal data of other TALKGUEST customers, (ii) the use of backups, (iii) the storage of documents in locked rooms with restricted access.
   4. By way of example only, TALKGUEST will use the following logical security measures: (i) pseudonymization or encryption of personal data, (ii) access control, (iii) restricting access through user accounts with specific permissions and (iv) the use of activity logs.
   5. TALKGUEST will adopt appropriate technical and organizational measures to safeguard the security of electronic communications networks and/or services provided to the User or used to transfer or transmit personal data of Data Subjects, including, among others, appropriate measures to ensure confidentiality communications, prevent illegal surveillance or interception of communications and unauthorized access to any computer or system.
10. Personal data breachsome text
    1. TALKGUEST will notify the User, upon becoming aware and without undue delay (never exceeding 48 hours after becoming aware), of any accidental, unauthorized or illegal destruction, loss, alteration or disclosure of or access to personal data of Data Holders of the User (hereinafter breach of personal data). 
    2. The notification provided for in the previous paragraph will include:

1. A detailed description of the personal data breach;
2. The type of data that was the subject of a personal data breach; 
3. The categories and approximate number of data subjects affected;
4. The name and contact information of the Data Protection Officer, if any, or other point of contact where further information can be obtained;
5. A description of the likely consequences of the personal data breach; and
6. A description of the measures taken or proposed by TALKGUEST to deal with the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects; and 

3. If it is not possible to provide all the information at the same time, it will be provided in phases, without undue delay.
4. TALKGUEST will take immediate action to investigate the personal data breach and to identify, prevent and make every effort to mitigate the effects of a possible personal data breach, in accordance with its obligations under this Agreement, and carry out, upon agreement with the User, any recovery or other action necessary to mitigate the personal data breach. 
5. TALKGUEST will not make available or publish any file, communication, notice, press release, or report on any personal data breach in relation to personal data, without the User's prior approval.
6. In the event of a personal data breach, the User will be solely responsible for determining whether to notify (i) the affected Data Subject and/or (ii) any competent government entities, except if TALKGUEST is obliged to such notification by force of the law. 
7. The User must approve the content of any and all notifications to third parties, taking into account, above all, the role played by TALKGUEST in the breach of personal data, and may request that TALKGUEST directly notify the affected Data Subjects. 
8. TALKGUEST will provide all necessary assistance to the User within the scope of the aforementioned notifications.
9. TALKGUEST will keep the User duly informed of all assessments and action plans promoted in response to any breach of personal data. 
10. TALKGUEST will provide any reports related to the personal data breach to the User.

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11. Deletion of personal data some text
    1. TALKGUEST will, without delay, upon written request from the User, securely delete or, alternatively, securely return all personal data to the User (in the format reasonably required by the User) after the termination of the User Agreement. Provision of Services or, if earlier, as soon as TALKGUEST's processing of personal data is no longer necessary for it to be able to comply with its obligations under this Agreement, as well as securely delete any existing copies , unless the retention of personal data is required by national or Union law.
    2. In the event that TALKGUEST is unable to return personal data under the terms of the previous paragraph, due to a legal prohibition or judicial imposition, TALKGUEST guarantees the confidentiality of the personal data transferred and will not process the data in any other way.

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12. Data protection impact assessment

When requested by the User, TALKGUEST will make available to the User all the information necessary to demonstrate its compliance with applicable legislation, will assist the User in carrying out any impact assessment on data protection, and will collaborate with the User to implement actions of mitigating identified privacy risks.

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13. Audit Lawsome text
    1. TALKGUEST is obliged to provide the User with the information necessary to demonstrate compliance with the obligations set out in this Agreement.
    2. For the purposes of verifying compliance with the obligations set out in this Agreement by TALKGUEST and/or its subcontractors, TALKGUEST authorizes the User to carry out audits or inspections, provided that:

1. The audit does not involve the verification of data relating to third parties;
2. The entities in charge of the audit, whenever external, are bound by confidentiality clauses, in order to safeguard the confidentiality and commercial interests of TALKGUEST and/or its subcontractors, as well as any third party data and information that the entity in charge of the audit may become aware of it in the course of carrying out the same.
3. They are carried out on working days between 10:00 and 13:00 and between 15:00 and 18:00 and subject to 10 (ten) working days' notice.

3. The User will bear any and all expenses related to the exercise of the right to audit.

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14. Data transfersome text
    1.  Without prejudice to the following paragraph, TALKGUEST shall not, as a rule, transfer personal data to any entity established outside the territory of the European Union.
    2.  Whenever deemed necessary for the full execution of the Service Provision Agreement, TALKGUEST may transfer the Data Holder's personal data to countries outside the territory of the European Union, in accordance with applicable legislation, for the purposes of data hosting or storage, technical subcontracting of processing, back-up and recovery of hosted data, service development. 
    3.  TALKGUEST is not permitted to transfer personal data to countries that do not guarantee an adequate level of protection in accordance with the GDPR.

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15. Requests for information regarding personal datasome text
    1. TALKGUEST will immediately notify the User if it receives a request from a Data Holder directly related to their personal data, regardless of the content of the request (including, among others, requests for access, rectification, erasure, opposition to data processing or request regarding data portability).
    2. TALKGUEST shall provide its full cooperation and assistance in connection with such requests.
    3. With the exception of the right to rectification and registration of contractual changes provided for in the number below, the User will be solely responsible for responding to requests from data subjects. TALKGUEST may only respond to the Data Holder when requested, in writing, by the User.
    4. For the purposes of exercising the right to rectification or contractual changes, the User grants powers to TALKGUEST to, upon written request from the Data Holder, rectify their data or introduce contractual changes to which they have access, and must TALKGUEST, for this purpose, informs the User whenever there is a rectification of personal data.
    5. The powers granted under the previous paragraph may be revoked at any time by the User, without the need for prior notice.
    6. Whenever information regarding the personal data of the User's customers is requested by law, court order, warrant, or notification, TALKGUEST will immediately notify the User and provide full cooperation and assistance in relation to the matter in question.

10. FORCE MAJEURE

Neither Party will be responsible to the other for failure to comply with its obligations established in the Agreements, or for the consequences that may arise therefrom, if the same is caused or results from a state of emergency, act of God, war, civil unrest, revolt , epidemic, storm, fire, strike, employer's strike or any other similar cause beyond the control of the party whose performance is affected by such cause and that such occurrence and consequences cannot be prevented or avoided by the reasonable diligence of the same party. 

The Party whose performance is affected by such cause or causes shall immediately notify the other Party and provide reasonable evidence of the causes that affected its performance. 

If the aforementioned causes cannot be, for any reason, mitigated within 2 (two) months from the date of occurrence, the other Party will have the right to terminate this contract and neither party will have the right to claim any compensation or take action other means of protecting your rights arising from this contract.

11. LAW, VENUE AND COMPLETENESS

The Agreements are regulated, in all that is omitted, by Portuguese Law.

In the event of a dispute regarding the validity, interpretation or application of this contract, TALKGUEST and the User will endeavor, through all possible means of dialogue and forms of composition of interests, in order to obtain a concerted solution to the issue.

If an agreement between TALKGUEST and the User under the previous terms is not possible, any and all disputes, divergences, requests or complaints that result from the execution or violation of the Agreements, or that are related to them, as well as any doubts that arise regarding the validity and effectiveness of any of its clauses, will be submitted to the forum that, at all times, is competent under the terms of applicable Portuguese legislation.

In the event that the court considers that any clause of the Agreements is totally or partially invalid, null or unenforceable, such clause (or relevant part) will be considered deleted, with the remaining clauses of the Agreements remaining in force.

The Agreements are one and indivisible, meaning that the obligations assumed are inseparable, and it is not possible to terminate, resolve or partially breach them.

12. SOCIAL DATA

ITVAULT, LDA, a limited liability commercial company with registered office at Praceta Infante Dom Henrique, no. 2 A, 2790-085 Carnaxide, registered at the competent Commercial Registry Office under the legal person identification number 514 090 634, and with share capital of € 3,000.00 (three thousand euros).