Data Processing Addendum

This Data Processing Addendum ("DPA") describes how and why we, as Data Processor, obtain, store and process personal data. When we refer to ourselves as Data Processor we mean that Dataships acts as a “Data Processor” for the purposes of the GDPR, and as a “Service Provider” or “Processor” for the purposes of the US Data Protection Laws. This DPA ("Agreement") forms part of and is subject to the privacy policy and terms & conditions ("Principal Agreement") between the “Company” (“Customer” or “you”) and the “Data Processor” (“Dataships”). Together they are known as the “Parties”.

WHEREAS:

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing arrangement that complies with the Applicable Data Protection Laws.

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

"Agreement" means this Data Processing Addendum;

“Applicable Data Protection Laws” means all applicable laws, rules, regulations and governmental requirements relating to the privacy, confidentiality, or security of Personal Data, as they may be amended or otherwise updated from time to time;

"Customer Personal Data" means any Personal Data Processed by Dataships on behalf of Company pursuant to or in connection with the Principal Agreement;

"EEA" means the European Economic Area;

“GDPR” means Regulation (EU) 2016/679 (the “EU GDPR”) or, where applicable, the “UK GDPR” as defined in section 3 of the Data Protection Act 2018;

"Data Transfer" means:

· a transfer of Customer Personal Data from the Company to Dataships; or

· an onward transfer of Customer Personal Data from Dataships to a Subprocessor

In each case, where such transfer would be prohibited by Applicable Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Applicable Data Protection Laws);

“Member State” means a member state of the EEA, being a member state of the European Union, Iceland, Norway, or Liechtenstein;

“Personal Data” means any information relating to an identified or identifiable individual or device, or is otherwise “personal data,” “personal information,” “personally identifiable information” and similar terms, and such terms shall have the same meaning as defined by Applicable Data Protection Laws;

"Service Data" means any data relating to the Customer Personal Data’s use, support and/or operation of the services, including information relating to activity logs or other information the Company generates using Dataships’ services.

"Services" means the services that Dataships provides.

"Subprocessor" means any person appointed by or on behalf of Dataships to process Personal Data on behalf of the Company in connection with the Agreement.

“US Data Protection Laws” means, to the extent applicable, federal and state laws relating to data protection, the Processing of Personal Data, privacy and/or data protection in force from time to time in the United States.

The terms “Data Controller”, “Data Processor”, “Processor”, “Data Subject”, "Personal Data Breach", “Process”, “Supervisory Authority” “Sell”, and “Service Provider” shall have the same meaning as set out in the Applicable Data Protection Laws.

The Company represents and warrants that:

· It has complied, and will continue to comply, with all applicable laws, including Applicable Data Protection Laws, in respect of its processing of Customer Personal Data and any processing instructions it issues to Dataships; and

· It has provided, and will continue to provide all consents, legitimate interests and rights necessary under Applicable Data Protection Laws for Dataships to process Customer Personal Data for the purposes described in the Agreement.

The Company shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Data and the means by which Company acquired the Customer Personal Data. Without prejudice to the generality of the foregoing, the Company agrees that it shall be responsible for complying with all laws (including Applicable Data Protection Laws) applicable to the Services provided.

Dataships shall comply with all Applicable Data Protection Laws in the Processing of Customer Personal Data; and not Process Customer Personal Data other than as per outlined in the Dataships Terms of Business.

Dataships shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

Considering the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Dataships shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

In assessing the appropriate level of security, Dataships shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

Dataships shall not appoint (or disclose any Customer Personal Data to) any Subprocessor that is not disclosed in the list of data sub processors in the Dataships Privacy Centre.

Taking into account the nature of the Processing, Dataships shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Applicable Data Protection Laws.

Dataships shall notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and support the fulfilment of that request via its product offerings.

Dataships shall notify Company without undue delay upon it becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Applicable Data Protection Laws.

Dataships shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

Upon termination or expiration of the Agreement, Dataships shall delete or return to the Company all Customer Personal Data in its possession or control, except that this requirement shall not apply to the extent Dataships is required by applicable law to retain some or all of the Customer Personal Data, or to Customer Personal Data it has archived on back-up systems, which Dataships shall securely isolate, protect from any further processing and eventually delete in accordance with Dataships deletion policies, except to the extent required by applicable law.

If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected.

Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

· disclosure is required by law;

· the relevant information is already in the public domain.

Each party’s liability arising out of or related to this DPA shall be subject to the exclusions and limitations of liability set forth in the Agreement. Any claims made against Dataships under or in connection with this DPA shall be brought solely by the Company that is part of the Agreement.

This DPA shall remain in effect for as long as Dataships carries out processing operations on behalf of the Company or until termination of the Agreement.

The parties agree that this DPA shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with the Services.

In the event of any conflict or inconsistency between this DPA and the Dataships Standard Terms of Business, the provisions of the following documents (in order of precedence) shall prevail: (i) this DPA; and then (ii) the Dataships Standard Terms of Business.

Except for any changes made by this DPA, the Agreement remains unchanged and in full force and effect.

Notwithstanding anything to the contrary in the Agreement (including this DPA), Dataships shall have a right to collect, use and disclose Service Data for its legitimate business purposes, such as: (i) for accounting, tax, billing, audit, and compliance purposes; (ii) to provide, develop, optimise and maintain the Services; (iii) to investigate fraud, wrongful or unlawful use of the Services; and/or (iv) as required by applicable law.

To the extent any such Service Data is considered personal data under Applicable Data Protection Laws, Dataships shall be responsible for and shall process such data in accordance with the Dataships Privacy Policy and Applicable Data Protection Laws. For the avoidance of doubt, this DPA shall not apply to Service Data.

No one other than a party to this DPA have any right to enforce any of its terms.

This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by Applicable Data Protection Laws.

Last updated on: 23rd January 2025