اتفاقية معالجة البيانات (DPA)

This Data Protection Addendum (“DPA”) forms part of the Terms of Use (or other
similarly titled written or electronic agreement addressing the same subject matter)
(“Agreement”) between Customer (as defined in the Agreement) and ClearGrid under
which the Processor provides the Controller with the software and services (the
“Services”).
The Controller and the Processor are individually referred to as a “Party” and collectively
as the “Parties”.
The Parties seek to implement this DPA to comply with the requirements of EU GDPR
(defined hereunder) in relation to Processor’s processing of Personal Data (as defined
under the EU GDPR) as part of its obligations under the Agreement.
This DPA shall apply to Processor’s processing of Personal Data, provided by the
Controller as part of Processor’s obligations under the Agreement. Except as modified
below, the terms of the Agreement shall remain in full force and effect.

1. Definitions
   Terms not otherwise defined herein shall have the meaning given to them in the EU GDPR
   or the Agreement. The following terms shall have the corresponding meanings assigned
   to them below:

   
   ● "Data Transfer" means a transfer of the Personal Data from the Controller to the
   Processor, or between two establishments of the Processor, or with a Sub-
   processor by the Processor.
   ● “EU GDPR” means the 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).
   ● “Standard Contractual Clauses” means the contractual clauses attached hereto
   as Schedule 1 pursuant to the European Commission’s Implementing Decision (EU)
   2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of
   Personal Data to processors established in third countries which do not ensure an
   adequate level of data protection.
   ● “Controller” means the natural or legal person, public authority, agency, or other
   body which, alone or jointly with others, determines the purposes and means of
   the processing of personal data; where the purposes and means of such
   processing are determined by Union or Member State law, the controller or the
   specific criteria for its nomination may be provided for by Union or Member State
   law.
   ● “Processor” means a natural or legal person, public authority, agency, or other
   body which processes personal data on behalf of the controller.
   ● “Sub-processor” means a processor/sub-contractor appointed by the Processor
   for the provision of all or parts of the Services and Processes the Personal Data as
   provided by the Controller.
   
   

2. Purpose of this Agreement
   This DPA sets out various obligations of the Processor in relation to the Processing of
   Personal Data and shall be limited to the Processor’s obligations under the Agreement. If
   there is a conflict between the provisions of the Agreement and this DPA, the provisions
   of this DPA shall prevail.
   
   

3. Categories of Personal Data and Data Subjects
   The Controller authorizes permission to the Processor to process the Personal Data to the
   extent of which is determined and regulated by the Controller. The current nature of the
   Personal Data is specified in Annex I to Schedule 1 to this DPA.
   
   

4. Purpose of Processing
   The objective of Processing of Personal Data by the Processor shall be limited to the
   Processor’s provision of the Services to the Controller and or its Client, pursuant to the
   Agreement.
   
   

5. Duration of Processing
   The Processor will Process Personal Data for the duration of the Agreement, unless
   otherwise agreed upon in writing by the Controller.
   
   

6. Data Controller’s Obligations
   The Data Controller shall warrant that it has all necessary rights to provide the Personal
   Data to the Data Processor for the Processing to be performed in relation to the agreed
   services. To the extent required by Data Privacy Laws, Data Controller is responsible for
   ensuring that it provides such Personal Data to Data Processor based on an appropriate
   legal basis allowing lawful processing activities, including any necessary Data Subject
   consents to this Processing are obtained, and for ensuring that a record of such consents
   is maintained. Should such consent be revoked by the Data Subject, the Data Controller is
   responsible for communicating the fact of such revocation to the Data Processor.
   The Data Controller shall:
   ● Provide all natural persons from whom it collects Personal Data with the relevant
   privacy notice.
   ● Request the Data Processor to purge Personal Data when required by the Data
   Controller or any Data Subject whom it collects Personal Data unless the Data
   Processor is otherwise required to retain the Personal Data by applicable law.
   ● Immediately advise the Data Processor in writing if it receives or learns of any:
   ○ Complaint or allegation indicating a violation of Data Privacy Laws regarding
   Personal Data;
   ○ Request from one or more individuals seeking to access, correct, or delete
   Personal Data;
   ○ Inquiry or complaint from one or more individuals relating to the collection,
   processing, use, or transfer of Personal Data; and
   ○ Any regulatory request, search warrant, or other legal, regulatory,
   administrative, or governmental process seeking Personal Data.
   
   

7. Data Processor’s Obligations
   The Processor will follow written and documented instructions received, including email,
   from the Controller, its affiliate, agents, or personnel, with respect to the Processing of
   Personal Data (each, an “Instruction”). The Processing described in the Agreement and
   the relating documentation shall be considered as Instruction from the Controller.
   At the Data Controller’s request, the Data Processor will provide reasonable assistance to
   the Data Controller in responding to/complying with requests/directions by Data Subject
   in exercising their rights or of the applicable regulatory authorities regarding Data
   Processor’s Processing of Personal Data.
   
   In relation to the Personal Data, Data Processor shall obtain consent (where necessary)
   and/or provide notice to the Data Subject in accordance with Data Protection Laws to
   enable shared Personal Data to be provided to, and used by, the other Party as
   contemplated by this Agreement.
   
   Where shared Personal Data is transferred outside the Data Processor’s territorial
   boundaries, the transferor shall ensure that the recipient of such data is under contractual
   obligations to protect such Personal Data to the same or higher standards as those
   imposed under this Addendum and the Data Protection Laws. The processor shall inform
   the controller if, in its opinion, a processing instruction infringes applicable legislation or
   regulation.
   
   As A Data Processor, taking into account the nature of the processing and the information
   available to the Data Processor, the Data Processor shall assist the data controller in
   conducting any necessary Data Protection Impact Assessments (DPIAs), as required
   under GDPR.
   
   

8. Data Secrecy
   To Process the Personal Data, the Processor will use personnel who are:
   ● Informed of the confidential nature of the Personal Data, and
   ● Perform the Services in accordance with the Agreement.
   The Processor will regularly train individuals having access to Personal Data in data
   security and data privacy in accordance with accepted industry practice and shall ensure
   that all the Personal Data is kept strictly confidential. The Processor will maintain
   appropriate technical and organizational measures for protection of the security,
   confidentiality, and integrity of the Personal Data as per the specifications as per the
   standards mutually agreed in writing by the Parties.
   
   

9. Audit Rights
   Upon Controller’s reasonable request, the Processor will make available to the Controller,
   information as is reasonably necessary to demonstrate Processor’s compliance with its
   obligations under the EU GDPR or other applicable laws in respect of its Processing of the
   Personal Data.
   
   When the Controller wishes to conduct the audit (by itself or through a representative) at
   Processor’s site, it shall provide at least fifteen (15) days’ prior written notice to the
   Processor; the Processor will provide reasonable cooperation and assistance in relation
   to audits, including inspections, conducted by the Controller or its representative. The
   Controller shall bear the expense of such an audit.
   
   

10. Mechanism of Data Transfers
    Any Data Transfer for the purpose of Processing by the Processor in a country outside
    the European Economic Area (the “EEA”) shall only take place in compliance as detailed
    in Schedule 1 to the DPA. Where such model clauses have not been executed at the same
    time as this DPA, the Processor shall not unduly withhold the execution of such template
    model clauses, where the transfer of Personal Data outside of the EEA is required for the
    performance of the Agreement.
    
    

11. Sub-processors
    The Controller acknowledges and agrees that the Processor, may engage a third-party
    Sub-processor(s) in connection with the performance of the Services, provided such
    Sub-processor(s) take technical and organizational measures to ensure confidentiality of
    Personal Data shared with them. The current Sub-processors engaged by the Processors
    and approved by the Controller are listed in Annex III of Schedule 1 hereto.
    
    The processor shall notify the controller at least thirty (30) calendar days in advance of
    any intended changes or additions to its Sub-processors listed in Annex III by emailing
    notice of the intended change to Customer.
    
    In accordance with Article 28(4) of the GDPR, the Processor shall remain liable to
    Controller for any failure on behalf of a Sub-processor to fulfil its data protection
    obligations under the DPA in connection with the performance of the Services. If the
    Controller has a concern that the Sub-processor(s) Processing of Personal Data is
    reasonably likely to cause the Controller to breach its data protection obligations under
    the GDPR, the Controller may object to Processor’s use of such Sub-processor and the
    Processor and Controller shall confer in good faith to address such concern.
    
    

12. Personal Data Breach Notification
    The Processor shall maintain defined procedures in case of a Personal Data Breach (as
    defined under the GDPR) and shall without undue delay notify Controller if it becomes
    aware of any Personal Data Breach unless such Data Breach is unlikely to result in a risk
    to the rights and freedoms of natural persons.
    
    The Processor shall provide the Controller with all reasonable assistance to comply with
    the notification of Personal Data Breach to Supervisory Authority and/or the Data Subject,
    to identify the cause of such Data Breach and take such commercially reasonable steps
    as reasonably required to mitigate and remedy such Data Breach.
    
    No Acknowledgement of Fault by Processor. Processor’s notification of or response to a
    Personal Data Breach under this DPA will not be construed as an acknowledgement by
    Processor of any fault or liability with respect to the data incident.
    
    

13. Return and Deletion of Personal Data
    The Processor shall at least thirty (30) days from the end of the Agreement or cessation
    of the Processor’s Services under the Agreement, whichever occurs earlier, shall return
    to the Controller all the Personal Data, or if the Controller so instructs, the Processor shall
    have the Personal Data deleted.
    
    The Processor shall return such Personal Data in a commonly used format or in the
    current format in which it was stored at discretion of the Controller, soon as reasonably
    practicable following receipt of Controller’s notification. In any case, the Processor shall
    delete Personal Data including all the copies of it as soon as reasonably practicable
    following the end of the Agreement.
    
    

14. Technical and Organizational Measures
    Having regard to the state of technological development and the cost of implementing
    any measures, the Processor will take appropriate technical and organizational measures
    against the unauthorized or unlawful processing of Personal Data and against the
    accidental loss or destruction of, or damage to, Personal Data to ensure a level of
    security appropriate to: (a) the harm that might result from unauthorized or unlawful
    processing or accidental loss, destruction or damage; and (b) the nature of the data to be
    protected.
    ______________________________________________
    
    
    

    SCHEDULE 1
    
    ANNEX I
    
    A. LIST OF PARTIES
    
    Data exporter(s):
    ● Name: Customer (As set forth in the relevant Order Form).
    ● Address: As set forth in the relevant Order Form.
    ● Contact person’s name, position, and contact details: As set forth in the relevant
    Order Form.
    ● Activities relevant to the data transferred under these Clauses: Recipient of the
    Services provided by ClearGrid in accordance with the Agreement.
    ● Signature and date: Signature and date are set out in the Agreement.

    ● Role (Controller/Processor): Controller.
    
    Data importer(s):
    ● Name: ClearGrid.
    ● Address: 125 Publishing Pavilion, Production City
    ● Contact person’s name, position, and contact details: Hassan Khan, Data
    Protection Officer, hassan@cleargrid.co.
    ● Activities relevant to the data transferred under these Clauses: Provision of the
    Services to the Customer in accordance with the Agreement.
    ● Signature and date: Signature and date are set out in the Agreement.
    ● Role (Controller/Processor): Processor.
    
    B. DESCRIPTION OF TRANSFER
    Categories of data subjects whose personal data is transferred: Customer’s authorized
    users of the Services.
    Categories of personal data transferred: Name, Address, Date of Birth, Age, Education,
    Email, Gender, Image, Job, Language, Phone, Related person, Related URL, User ID,
    Username.
    Sensitive data transferred: No sensitive data collected.
    The frequency of the transfer: Continuous basis.
    Purpose(s) of the data transfer and further processing: The purpose of the transfer is to
    facilitate the performance of the Services more fully described in the Agreement and
    accompanying order forms.
    The period for which the personal data will be retained: The period for which the
    Customer Personal Data will be retained is more fully described in the Agreement,
    Addendum, and accompanying order forms.
    For transfers to (sub-) processors, also specify subject matter, nature, and duration of
    the processing: The subject matter, nature, and duration of the Processing more fully
    described in the Agreement, Addendum, and accompanying order forms.
    
    C. COMPETENT SUPERVISORY AUTHORITY
    Data exporter is established in an EEA country. The competent supervisory authority is as
    determined by application of Clause 13 of the EU SCCs.
    Annex II
    ClearGrid Automation’s Sub-processors

    
    ______________________________________________

    
    

    Annex II
    ClearGrid Automation’s Sub-processors
    Please refer https://trust.cleargrid.ai/ for ClearGrid Automation’s list of sub-processors