This Agreement is entered into by and between Ailit Technology Limited (the Data Processor, hereinafter referred to
as “We” or “Us”) and You (the Customer or Enterprise User, as well as the Data Controller).
This Data Processing Agreement ("Agreement" or “DPA”), as may be updated from time to time, shall be binding upon
You and/or the entity You representing (“Enterprise User” or “You”), in the capacity as Enterprise User on our Products
and/or Services (including but not limited to https://www.ailitsoft.com/en, as well as the use of the relevant applications,
mobile applications) (collectively, known as the “Products and/or Services”).
1. DEFINITIONS
1.1. “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; for the purposes of this
DPA, where Customer acts as processor for another controller, it shall in relation to us be deemed as additional
and independent Controller with the respective controller rights and obligations under this DPA.
1.2. “Data Protection Law” means the applicable legislation protecting the fundamental rights and freedoms of
persons and their right to privacy with regard to the processing of Personal Data under the Agreement.
1.3. “Data Subject” means an identified or identifiable natural person as defined by Data Protection Law.
1.4. “EEA” means the European Economic Area, namely the European Union Member States along with Iceland,
Liechtenstein and Norway.
1.5. “GDPR” means the General Data Protection Regulation 2016/679 (if applicable).
1.6. “CPRA” means the California Privacy Right Act, 2020 (if applicable).
1.7. “PIPL” means the Personal Information Protection Law of the People’s Republic of China.
1.8. “Trust Center” means information available on our website (see: https://www.ailitsoft.com/en/help/doc/2710)
or any subsequent website(s) made available by us to Customer.
1.9. “New SCC Relevant Transfer” means a transfer (or an onward transfer) to a Third Country of Personal Data
that is either subject to GDPR or to applicable Data Protection Law and where any required adequacy means
under GDPR or applicable Data Protection Law can be met by entering the New Standard Contractual Clauses
(if applicable).
1.10. “New Standard Contractual Clauses” means the unchanged standard contractual clauses, published by the
European Commission, reference 2021/914 or any subsequent final version thereof which shall automatically
apply. To avoid doubt Modules 2 and 3 shall apply as set out in Section 8 (if applicable).
1.11. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable
person is one who can be identified, directly or indirectly, notably but not limited to by reference to a user
identification such as a name, an identification number, geo-location data, an online user identification, or by
reference to one or more factors specific to his physical, physiological, genetic, mental, economic, cultural or
social identity. For the purposes of the DPA, it includes only personal data which is:
a) entered by Customer or its Authorized Users into or derived from their use of the Products and/or Services;
or
b) supplied to or accessed by us or our Sub-processors in order to provide support under the Agreement.
Personal Data is a sub-set of Customer Data (as defined under the Agreement).
1.12. “Personal Data Breach” means a confirmed:
a) accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or unauthorized third-party
access to Personal Data; or
b) similar incident involving Personal Data, in each case for which a Controller is required under Data
Protection Law to provide notice to competent data protection authorities or Data Subjects.
1.13. “Processor” means a natural or legal person, public authority, agency or other body which processes personal
data on behalf of the controller, be it directly as processor of a controller or indirectly as subprocessor of a
processor which processes personal data on behalf of the controller. When US is subject to EU law, or, when
US is not subject to EU law, shall mean the service provider processing Personal Data on behalf of the
Controller, or when US is subject to the CPRA, shall mean “service provider” as defined under the CPRA;
1.14. “Schedule” means the numbered Appendix with respect to the Standard Contractual Clauses (2010) and the
numbered Annex with respect to the New Standard Contractual Clauses (if applicable).
1.15. “Standard Contractual Clauses (2010)” means the Standard Contractual Clauses (processors) published by
the European Commission, reference 2010/87/EU (if applicable).
1.16. “Sub-processor” means our Affiliates and third parties engaged by our Affiliates in connection with the
Products and/or Services and which process Personal Data in accordance with this DPA.
1.17. “Third Country” means any country, organization or territory not acknowledged by the European Union under
Article 45 of GDPR as a safe country with an adequate level of data protection (if applicable).
2. BACKGROUND
2.1. Purpose and Application
2.1.1. This document (“DPA”) is incorporated into the Agreement and forms part of a written (including in electronic
form) contract between us and Customer.
2.1.2. This DPA applies to Personal Data processed by us and our Sub-processors in connection with its provision
of the Products and/or Services.
2.1.3. This DPA does not apply to non-production environments of the Products and/or Services if such environments
are made available by us. Customer shall not store Personal Data in such environments.
2.2. Structure
Schedules 1 and 2 are incorporated into and form part of this DPA. They set out the agreed subject-matter,
the nature and purpose of the processing, the type of Personal Data, categories of data subjects (Schedule 1)
and the applicable Technical and Organizational Measures (Schedule 2).
2.3. Governance
2.3.1. We act as a Processor and Customer and those entities that it permits to use the Products and/or Services
act as Controllers under the DPA.
2.3.2. Customer acts as a single point of contact and shall obtain any relevant authorizations, consents and
permissions for the processing of Personal Data in accordance with this DPA, including, where applicable
approval by Controllers to use us as a Processor. Where authorizations, consent, instructions or permissions are
provided by Customer these are provided not only on behalf of the Customer but also on behalf of any other
Controller using the Products and/or Services. Where we inform or give notice to Customer, such information
or notice is deemed received by those Controllers permitted by Customer to use the Products and/or Services.
Customer shall forward such information and notices to the relevant Controllers.
3. SECURITY OF PROCESSING
3.1. Applicability of the Technical and Organizational Measures
We have implemented and will apply the Technical and Organizational Measures. Customer has reviewed
such measures and agrees that as to the Products and/or Services selected by Customer in the Order Form the
measures are appropriate considering the state of the art, the costs of implementation, nature, scope, context
and purposes of the processing of Personal Data.
3.2. Changes
3.2.1. We apply the Technical and Organizational Measures to our entire customer base hosted out of the same
data center or receiving the same Products and/or Services. We may change the Technical and Organizational
Measures at any time without notice so long as it maintains a comparable or better level of security. Individual
measures may be replaced by new measures that serve the same purpose without diminishing the security
level protecting Personal Data.
3.2.2. We will publish updated versions of the Technical and Organizational Measures on Security Policy Page on
Ailit Platform and where available Customer may subscribe to receive e-mail notification of such updated
versions.
4. OUR OBLIGATIONS
4.1. Instructions from Customer
We will process Personal Data only in accordance with documented instructions from Customer. The
Agreement (including this DPA) constitutes such documented initial instructions and each use of the Products
and/or Services then constitutes further instructions. We will use reasonable efforts to follow any other
Customer instructions, if they are required by Data Protection Law, technically feasible and do not require
changes to the Products and/or Services. If any of the before-mentioned exceptions apply, or US otherwise
cannot comply with an instruction or is of the opinion that an instruction infringes Data Protection Law, we will
immediately notify Customer.
4.2. Processing on Legal Requirement
We may also process Personal Data where required to do so by applicable law. In such a case, we shall inform
Customer of that legal requirement before processing unless that law prohibits such information on important
grounds of public interest.
4.3. Personnel
To process Personal Data, we and its Sub-processors shall only grant access to authorized personnel who
have committed themselves to confidentiality. We and its Sub-processors will regularly train personnel having
access to Personal Data in applicable data security and data privacy measures.
4.4. Cooperation
4.4.1. At Customer’s request, we will reasonably cooperate with Customer and Controllers in dealing with requests
from Data Subjects or regulatory authorities regarding our processing of Personal Data or any Personal Data
Breach.
4.4.2. If we receive a request from a Data Subject in relation to the Personal Data processing hereunder, we will
promptly notify Customer (where the Data Subject has provided information to identify the Customer) via email
and shall not respond to such request itself but instead ask the Data Subject to redirect its request to
Customer.
4.4.3. In the event of a dispute with a Data Subject as it relates to our processing of Personal Data under this DPA,
the Parties shall keep each other informed and, where appropriate, reasonably co-operate with the aim of
resolving the dispute amicably with the Data Subject.
4.4.4. We shall provide functionality for production systems that supports Customer's ability to correct, delete or
anonymize Personal Data from a Products and/or Services, or restrict its processing in line with Data
Protection Law. Where such functionality is not provided, we will correct, delete or anonymize any Personal
Data, or restrict its processing, in accordance with the Customer's instruction and Data Protection Law.
4.5. Personal Data Breach Notification
We will notify Customer without undue delay after becoming aware of any Personal Data Breach and provide
reasonable information in its possession to assist Customer to meet Customer’s obligations to report a
Personal Data Breach as required under Data Protection Law. We may provide such information in phases as
it becomes available. Such notification shall not be interpreted or construed as an admission of fault or liability
by us.
4.6. Data Protection Impact Assessment
If, pursuant to Data Protection Law, Customer (or its Controllers) are required to perform a data protection
impact assessment or prior consultation with a regulator, at Customer’s request, we will provide such
documents as are generally available for the Products and/or Services (for example, this DPA, the Agreement,
Audit Reports and Certifications). Any additional assistance shall be mutually agreed between the Parties.
5. DATA EXPORT AND DELETION
5.1. Export and Retrieval by Customer
During the Subscription Term and subject to the Agreement, Customer can access its Personal Data at any
time. Customer may export and retrieve its Personal Data in a standard format as described in the Ailit Platform
documentation for specific features and modules at https://www.ailitsoft.com/en/help/doc/2710 or as informed
by our customer support or product team upon Your request for further information on the same. Export and
retrieval may be subject to technical limitations, in which case we and Customer will find a reasonable method
to allow Customer access to Personal Data.
5.2. Deletion
Before the Subscription Term expires, Customer may use our self-service export tools (as available) to perform
a final export of Personal Data from the Products and/or Services (which shall constitute a "return" of Personal
Data). At the end of the Subscription Term, Customer hereby instructs us to delete the Personal Data
remaining on servers hosting the Products and/or Services within a reasonable time period in line with Data
Protection Law (not to exceed 6 months) unless applicable law requires retention.
6. CERTIFICATIONS AND AUDITS
6.1. Customer Audit
Customer or its independent third-party auditor reasonably acceptable to us (which shall not include any thirdparty
auditors who are either a competitor of us or not suitably qualified or independent) may audit our control
environment and security practices relevant to Personal Data processed by us only if:
a) We have not provided sufficient evidence of its compliance with the Technical and Organizational
Measures that protect the production systems of the Products and/or Services through providing either:
(i) a certification as to compliance with ISO 27001 or other standards (scope as defined in the certificate);
or
(ii) a valid ISAE3402 or ISAE3000 or other SOC1-3 attestation report. Upon Customer’s request audit
reports or ISO certifications are available through the third-party auditor or us;
b) a Personal Data Breach has occurred;
c) an audit is formally requested by Customer’s data protection authority; or
d) provided under mandatory Data Protection Law conferring Customer a direct audit right and provided that
Customer shall only audit once in any 12-month period unless mandatory Data Protection Law requires
more frequent audits.
6.2. Scope of Audit
Customer shall provide at least 60 days advance notice of any audit unless mandatory Data Protection Law
or a competent data protection authority requires shorter notice. The frequency and scope of any audits shall
be mutually agreed between the parties acting reasonably and in good faith. Customer audits shall be limited
in time to a maximum of 3 business days. Beyond such restrictions, the parties will use current certifications
or other audit reports to avoid or minimize repetitive audits. Customer shall provide the results of any audit to
us.
6.3. Cost of Audits
Customer shall bear the costs of any audit.
7. SUB-PROCESSORS
7.1. Permitted Use
We is granted a general authorization to subcontract the processing of Personal Data to Sub-processors,
provided that:
a) We shall engage Sub-processors under a written (including in electronic form) contract consistent with
the terms of this DPA in relation to the Sub-processor’s processing of Personal Data. We shall be liable
for any breaches by the Sub-processor in accordance with the terms of this Agreement;
b) We will evaluate the security, privacy and confidentiality practices of a Sub-processor prior to selection to
establish that it is capable of providing the level of protection of Personal Data required by this DPA; and
c) Our list of Sub-processors in place on the effective date of the Agreement is published by us on official
website or we will make it available to Customer upon request, including the name, address and role of
each Sub-processor we use to provide the Products and/or Services.
7.2.
New Sub-processors
Our use of Sub-processors is at its discretion, provided that:
a)
We will inform Customer in advance (by email or by posting on the AIlit platform) of any intended additions or replacements to the list of Sub-processors including name, address and role of the new Subprocessor; and
b)
Customer may object to such changes as set out in Section 7.3.
7.3.
Objections to New Sub-processors
7.3.1.
If Customer has a legitimate reason under Data Protection Law to object to the new Sub-processors’ processing of Personal Data, Customer may terminate the Agreement (limited to the Products and/or Services for which the new Sub-processor is intended to be used) on written notice to us. Such termination shall take effect at the time determined by the Customer which shall be no later than 30 days from the date of our notice to Customer informing Customer of the new Sub-processor. If Customer does not terminate within this 30-day period, Customer is deemed to have accepted the new Sub-processor.
7.3.2.
Within the 30-day period from the date of our notice to Customer informing Customer of the new Sub-processor, Customer may request that the parties discuss in good faith a resolution to the objection. Such discussions shall not extend the period for termination and do not affect our right to use the new Sub-processor(s) after the 30-day period.
7.3.3.
Any termination under this Section 7.3 shall be deemed to be without fault by either party and shall be subject to the terms of the Agreement.
7.4.
Emergency Replacement
We may replace a Sub-processor without advance notice where the reason for the change is outside of our reasonable control and prompt replacement is required for security or other urgent reasons. In this case, we will inform Customer of the replacement Sub-processor as soon as possible following its appointment. Section7.2 applies accordingly.
8. INTERNATIONAL PROCESSING
8.1.
Conditions for International Processing
We shall be entitled to process Personal Data, including by using Sub-processors, in accordance with this DPA outside the country in which the Customer is located as permitted under Data Protection Law.
8.2.
Applicability of New Standard Contractual Clauses
8.2.1.
The following shall apply in respect of New SCC Relevant Transfers:
8.2.1.1.
Where we are not located in a Third Country and acts as a data exporter, we have entered in to the New Standard Contractual Clauses with each Sub-processor as the data importer. Module 3 (Processor to Processor) of the New Standard Contractual Clauses shall apply to such New SCC Relevant Transfers.
8.2.1.2.
Where we are located in a Third Country:
We and Customer hereby enter into the New Standard Contractual Clauses with Customer as the data exporter and we as the data importer which shall apply as follows:
a)
Module 2 (Controller to Processor) shall apply where Customer is a Controller; and
b)
Module 3 (Processor to Processor) shall apply where Customer is a Processor. Where Customer acts as Processor under Module 3 (Processor to Processor) of the New Standard Contractual Clauses, we acknowledge that Customer acts as Processor under the instructions of its Controller(s).
8.2.2.
Other Controllers or Processors whose use of the Products and/or Services has been authorized by Customer under the Agreement may also enter into the New Standard Contractual Clauses with us in the same manner as Customer in accordance with Section 8.3.1.2 above. In such case, Customer enters into the New Standard Contractual Clauses on behalf of the other Controllers or Processors.
8.2.3.
With respect to a New SCC Relevant Transfer, on request from a Data Subject to the Customer, Customer may make a copy of Module 2 or 3 of the New Standard Contractual Clauses entered into between Customer and us (including the relevant Schedules), available to Data Subjects.
8.2.4.
The governing law of the New Standard Contractual Clauses shall be the law of Singapore.
8.3.
Relation of the Standard Contractual Clauses to the Agreement
Nothing in the Agreement shall be construed to prevail over any conflicting clause of the New Standard Contractual Clauses. For the avoidance of doubt, where this DPA further specifies audit and Subprocessor rules, such specifications also apply in relation to the New Standard Contractual Clauses.
8.4.
Third Party Beneficiary Right under the New Standard Contractual Clauses
8.4.1.
Where Customer is located in a Third Country and acting as a data importer under Module 2 or Module 3 of the New Standard Contractual Clauses and we are acting as Customer’s sub-processor under the applicable Module, the respective data exporter shall have the following third-party beneficiary right:
8.4.2.
In the event that Customer has factually disappeared, ceased to exist in law or has become insolvent (in all cases without a successor entity that has assumed the legal obligations of the Customer by contract or by operation of law), the respective data exporter shall have the right to terminate the affected Products and/or Services solely to the extent that the data exporter’s Personal Data is processed. In such event, the respective data exporter also instructs us to erase or return the Personal Data.
9. DOCUMENTATION; RECORDS OF PROCESSING
9.1.
Each party is responsible for its compliance with its documentation requirements, in particular maintaining records of processing where required under Data Protection Law. Each party shall reasonably assist the other party in its documentation requirements, including providing the information the other party needs from it in a manner reasonably requested by the other party (such as using an electronic system), in order to enable the other party to comply with any obligations relating to maintaining records of processing.
Schedule 1 Description of the Processing
This Schedule 1 applies to describe the Processing of Personal Data for the purposes of the New Standard Contractual Clauses and applicable Data Protection Law.
1. LIST OF PARTIES
1.1.
Under the New Standard Contractual Clauses
1.1.1.
Module 2: Transfer Controller to Processor
Where we are located in a Third Country, Customer is the Controller and we are the Processor, then Customer is the data exporter and we are the data importer.
1.1.2.
Module 3: Transfer Processor to Processor
Where we are located in a Third Country, Customer is a Processor and we are a Processor, then Customer is the data exporter and we are the data importer.
2. DESCRIPTION OF TRANSFER
2.1.
Data Subjects
Unless provided otherwise by the data exporter, transferred Personal Data relates to the following categories of Data Subjects: employees, contractors, business partners or other individuals having Personal Data stored in the Products and/or Services, transmitted to, made available to, accessed or otherwise processed by the data importer.
2.2.
Data Categories
The transferred Personal Data concerns the following categories of data:
Customer determines the categories of data per Products and/or Services subscribed. Customer can configure the data fields during implementation of the Products and/or Services or as otherwise provided by the Products and/or Services. The transferred Personal Data typically relates to the following categories of data: name, phone numbers, e-mail address, address data, system access / usage / authorization data, company name, contract data, invoice data, plus any application-specific data that Authorized Users enter into the Products and/or Services and may include bank account data, credit or debit card data.
2.3.
Special Data Categories (if agreed)
2.3.1.
The transferred Personal Data may comprise special categories of personal data set out in the Agreement (“Sensitive Data”). We have taken Technical and Organizational Measures as set out in Schedule 2 to ensure a level of security appropriate to protect also Sensitive Data.
2.3.2.
The transfer of Sensitive Data may trigger the application of the following additional restrictions or safeguards if necessary to take into consideration the nature of the data and the risk of varying likelihood and severity for the rights and freedoms of natural persons (if applicable):
a)
training of personnel;
b)
encryption of data in transit and at rest;
c)
system access logging and general data access logging.
2.3.3.
In addition, the Products and/or Services provide measures for handling of Sensitive Data as described in the Documentation.
2.4.
Purposes of the data transfer and further processing; Nature of the processing
2.4.1.
The transferred Personal Data is subject to the following basic processing activities:
a)
use of Personal Data to set up, operate, monitor and provide the Products and/or Services (including operational and technical support);
b)
continuous improvement of service features and functionalities provided as part of the Products and/or Services including automation, transaction processing and machine learning;
c)
provision of embedded Professional Services;
d)
communication to Authorized Users;
e)
storage of Personal Data in dedicated data centers (multi-tenant architecture);
f)
release, development and upload of any fixes or upgrades to the Products and/or Services;
g)
back up and restoration of Personal Data stored in the Products and/or Services;
h)
computer processing of Personal Data, including data transmission, data retrieval, data access;
i)
network access to allow Personal Data transfer;
j)
monitoring, troubleshooting and administering the underlying Products and/or Services infrastructure and database;
k)
security monitoring, network-based intrusion detection support, penetration testing; and
l)
execution of instructions of Customer in accordance with the Agreement.
2.4.2.
The purpose of the transfer is to provide and support the Products and/or Services. We and our Sub-processors may support the Products and/or Services data centers remotely. We and our Sub-processors provide support when a Customer submits a support ticket as further set out in the Agreement.
2.5.
Additional description in respect of the New Standard Contractual Clauses:
2.5.1.
Applicable Modules of the New Standard Contractual Clauses
a)
Module 2: Transfer Controller to Processor
b)
Module 3: Transfer Processor to Processor
2.5.2.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
In respect of the New Standard Contractual Clauses, transfers to Sub-processors shall be on the same basis as set out in the DPA.
2.5.3.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Transfers shall be made on a continuous basis.
2.5.4.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period.
Personal Data shall be retained for the duration regulated in the Agreement and subject to Section 5.2 of the DPA.
3. COMPETENT SUPERVISORY AUTHORITY
3.1.
In respect of the New Standard Contractual Clauses:
3.1.1.
Module 2: Transfer Controller to Processor
3.1.2.
Module 3: Transfer Processor to Processor
3.2.
Where Customer is the data exporter, the supervisory authority shall be the competent supervisory authority that has supervision over the Customer in accordance with Clause 13 of the New Standard Contractual Clauses.
Schedule 2 Technical and Organizational Measures（TOMs）
This Schedule 2 applies to describe the applicable technical and organizational measures for the purposes of the New Standard Contractual Clauses and applicable Data Protection Law.
We will apply and maintain the Technical and Organizational Measures.
To the extent that the provisioning of the Products and/or Services comprises New SCC Relevant Transfers, the Technical and Organizational Measures set out in Schedule 2 describe the measures and safeguards which have been taken to fully take into consideration the nature of the personal data and the risks involved. If local laws may affect the compliance with the clauses, this may trigger the application of additional safeguards applied during transmission and to the processing of the personal data in the country of destination (if applicable: encryption of data in transit, encryption of data at rest, anonymization, pseudonymization).