Etcembly Limited - Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Terms of Use (or other similarly titled written or electronic agreement addressing the same subject matter) (“Agreement”) between the customers and/or end users (as defined in the Agreement) and Etcembly Limited (“Etcembly”) under which the Etcembly (as a Processor) provides the Customer (as a Controller) with certain usage of Etcembly’s software or services (the “Services”). Etcembly and the Customer 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 UK and EU GDPR (defined hereunder) in relation to Processor’s processing of Personal Data (as defined under UK and 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 UK and EU GDPR or the Agreement. The following terms shall have the corresponding meanings assigned to them below:

1a) “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Process”, “Processing”, “Special Categories of Personal Data” and “Supervisory Authority” have the meanings given to them in the UK and EU GDPR respectively.

1b) “Data Privacy Laws” means the Data Protection Act 2018, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), UK and EU GDPR and other applicable regulations relating to the processing of personal data and privacy in force from time to time, including where applicable the guidance and codes of practice issued by the UK’s Information Commissioner or competent authority of the relevant member state in the EU.

1c) "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.

1d) “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).

1e) “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.

1f) “UK GDPR” means the EU GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

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 the Processor to process the Personal Data as set out in this DPA. The current nature of the Personal Data is specified in Annex I to Schedule 1 of this DPA.

The Controller acknowledges that the Agreement prohibits the Customer’s use of the Services to process any Personal Data and that the use of the Services is limited to the use by the Customer for scientific research purposes which does not involve Personal Data.

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, 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

2a) The Controller warrants that it has all necessary rights to provide the Personal Data to the Processor for the Processing to be performed in relation to the Services. To the extent required by Data Privacy Laws, the Controller is responsible for ensuring that it provides such Personal Data to the 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 Controller is responsible for communicating the fact of such revocation to the Processor.

2b) The Controller shall provide all Data Subjects from whom it collects Personal Data with the relevant privacy notice.

2c) The Controller shall request the Processor to purge Personal Data when required by the Controller or any Data Subject unless the Processor is otherwise required to retain the Personal Data by applicable laws or regulations.

2d) The Controller shall immediately advise the Processor in writing if it receives or learns of any:

i. Complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Data;

ii. Request from one or more Data Subjects seeking to access, correct, or delete their Personal Data;

iii. Inquiry or complaint from one or more Data Subjects relating to the collection, processing, use, or transfer of their Personal Data; and

iv. Any regulatory request, search warrant, or other legal, regulatory, administrative, or governmental process seeking access to Personal Data hereunder.

7: Processor’s Obligations

7a) The Processor will follow written and documented instructions received, including emails, from the Controller with respect to the Processing of Personal Data (each, an “Instruction”).

7b) The Processing described in the Agreement shall be considered as Instruction from the Controller.

7c) At the Controller’s request, the Processor will provide reasonable assistance (at the Controller’s cost) to the Controller in responding to/ complying with requests/ directions by a Data Subject in exercising their rights or of the applicable regulatory authorities regarding Data Processor’s Processing of Personal Data.

7d) Where Personal Data is transferred outside the the UK or EU, the Processor 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.

7e) The Processor shall inform the Controller if, in its opinion, a processing instruction infringes applicable legislation or regulation.

7f) taking into account the nature of the Processing and the information available to the Processor, the Processor shall assist the Controller in conducting any necessary data protection impact assessments (“DPIAs”), as required under UK or EU GDPR.

8: Data Secrecy

8a) To Process the Personal Data, the Processor will use personnel who are

i. Informed of the confidential nature of the Personal Data, and

ii. perform the Services in accordance with the Agreement.

8b) The Processor will regularly train individuals having access to Personal Data in data security and data privacy in accordance with reasonable industry practice and shall ensure that all the Personal Data is kept strictly confidential.

8c) 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 requirements of UK and EU GDPR.

9: Audit Rights

9a) Upon the 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 UK or EU GDPR or other applicable laws in respect of its Processing of the Personal Data.

9b) When the Controller wishes to conduct the audit (by itself or through a representative) at Processor’s site, it shall provide at least one month’s prior written notice to the Processor and any auditor shall sign such reasonable confidentiality agreement as is required by the Processor before such audit takes place. The Processor will provide reasonable cooperation and assistance in relation to audits, including inspections, conducted by the Controller or its nominated auditor.

9c) 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 of the UK or European Economic Area (the “EEA”) shall only take place in compliance with Schedule 1 to this 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 UK or EEA is required for the performance of the Agreement.

11: Sub-processors

11a) 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 or by making available a notice in the Services. In accordance with Article 28(4) of the UK and EU GDPR, the Processor shall remain liable to the Controller for any failure on behalf of a Sub-processor to fulfil its data protection obligations under this DPA in connection with the performance of the Services.

11b) 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 UK or EU 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 a concern.

12: Personal Data Breach Notification

12a) The Processor shall maintain defined procedures in case of a Personal Data Breach and shall without undue delay notify Controller if it becomes aware of any Personal Data Breach unless such Personal Data Breach is unlikely to result in a risk to the rights and freedoms of the relevant Data Subject.

12b) The Processor shall provide the Controller with all reasonable assistance to comply with the notification of Personal Data Breaches to a Supervisory Authority and/or the relevant Data Subject(s), to identify the cause of such Personal Data Breach and take such commercially reasonable steps as reasonably required to mitigate and remedy such Personal Data Breach.

12c) 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 within a reasonable period after the end of the Agreement or cessation of the Processor’s Services under the Agreement, whichever occurs earlier, delete the Personal Data.

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 [including the measures stated in Annex II of Schedule 1].

SCHEDULE 1

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

Name : The customer or end user set out in the relevant Agreement.

Address: As set out in the relevant Agreement.

Contact person’s name, position, and contact details: As set out in the relevant Agreement.

Activities relevant to the data transferred under this DPA: Receipt of the Services provided by Etcembly Ltd. in accordance with the Agreement

Role (Controller/ Processor): Controller

Data importer(s):

Name: Etcembly Limited

Address: Quad One, Becquerel Avenue, Harwell Campus, Oxfordshire, OX11 0RA, UK

Contact person’s name, position, and contact details: Jacob Hurst, CTO & CISO, Jacob.Hurst@etcembly.io

Activities relevant to the data transferred under these Clauses: Set up and provision of the Services to the Customer in accordance with 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, Email

Processed where and to the extent provided by Customer or its authorized users in connection with audit services provided by Etcembly Limited.

Special Category Data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

No Special Category Data collected.

The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis).

Continuous basis during the Services

Nature of the processing

As required to set up and provide the Customer’s end users with access to the Services.

Purpose(s) of the data transfer and further processing

The purpose of the transfer is to facilitate the performance of the Services to the Customer.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

During the term of the Services and as permitted by the DPA.

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

Where the data exporter is established in an EEA country, the competent supervisory authority is the Supervisory Authority in that EEA Country (or if it is not an EU member state, then it is the Supervisory Authority in Ireland

Where the data exporter is established in the UK, the Supervisory Authority shall be the UK’s Information Commissioner.

If the data exporter is established outside of the UK and EEA but needs to appoint a representative under UK or EU GDPR Article 27, it is the Supervisory Authority where that representative is located.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational security measures implemented by Etcembly Ltd. as the data processor/data importer to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Security

Security Management System.

Organization. Etcembly Ltd. designates qualified security personnel whose responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.

Policies. Management reviews and supports all security related policies to ensure the security, availability, integrity and confidentiality of Customer Personal Data. These policies are updated at least once annually.

Assessments. Etcembly Ltd. engages a reputable independent third-party to perform risk assessments of all systems containing Customer Personal Data at least once annually.

Risk Treatment. Etcembly Ltd. maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management and patch management to identify and protect against potential threats to the security, integrity or confidentiality of Customer Personal Data.

Vendor Management. Etcembly Ltd. maintains an effective vendor management program

Incident Management. Etcembly Ltd. reviews security incidents regularly, including effective determination of root cause and corrective action.

Standards. Etcembly Ltd. operates an information security management system that complies with the requirements of ISO/IEC 27001:2022 standard.

Personnel Security.

Etcembly Ltd. personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Etcembly Ltd. conducts reasonably appropriate background checks on any employees who will have access to client data under this Agreement, including in relation to employment history and criminal records, to the extent legally permissible and in accordance with applicable local labour law, customary practice and statutory regulations.

Personnel are required to execute a confidentiality agreement in writing at the time of hire and to protect Customer Personal Data at all times. Personnel must acknowledge receipt of, and compliance with, Etcembly Ltd’s confidentiality, privacy and security policies. Personnel are provided with privacy and security training on how to implement and comply with Etcembly Ltd.’s information security program. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role (e.g., certifications). Etcembly Ltd’s personnel will not process Customer Personal Data without authorization.

Access Controls

Access Management. Etcembly Ltd maintains a formal access management process for the request, review, approval and provisioning of all personnel with access to Customer Personal Data to limit access to Customer Personal Data and systems storing, accessing or transmitting Customer Personal Data to properly authorized persons having a need for such access. Access reviews are conducted periodically to ensure that only those personnel with access to Customer Personal Data still require it.

Infrastructure Security Personnel. Etcembly Ltd has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel.

Etcembly Ltd’s infrastructure security personnel are responsible for the ongoing monitoring of Etcembly Ltd’s security infrastructure, the review of the Services, and for responding to security incidents.

Access Control and Privilege Management. Etcembly Ltd’s and Customer’s administrators and end users must authenticate themselves via a multi-factor authentication system or via a single sign on system in order to use the Services

Internal Data Access Processes and Policies – Access Policy. Etcembly Ltd’s internal data access processes and policies are designed to protect against unauthorized access, use, disclosure, alteration or destruction of Customer Personal Data. Etcembly Ltd designs its systems to only allow authorized persons to access data they are authorized to access based on principles of “least privileged” and “need-to-know”, and to prevent others who should not have access from obtaining access. Etcembly Ltd requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; a need-to-know basis; and must be in accordance with Etcembly Ltd’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies follow industry standard practices. These standards include password complexity, password expiry, password lockout, restrictions on password reuse and re-prompt for password after a period of inactivity

Data Center and Network Security

Data Centers.

Infrastructure. Etcembly Ltd. has Amazon Web Services (“AWS”) and Google Cloud Platform (“GCP”) as its data centres, data hosted only in the UK or EEA.

Resiliency. Multi availability zones are enabled on AWS and GCP; and Etcembly Ltd conducts backup restoration Testing on a regular basis to ensure resiliency.

Server Operating Systems. Etcembly Ltd’s servers are customized for the application environment and the servers have been hardened for the security of the Services. Etcembly Ltd employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.

Disaster Recovery. Etcembly Ltd replicates data over multiple systems to help to protect against accidental destruction or loss. Etcembly Ltd has designed and regularly plans and tests its disaster recovery programs.

Security Logs. Etcembly Ltd’s systems have logging enabled to their respective system log facility in order to support the security audits, and monitor and detect actual and attempted attacks on, or intrusions into, Etcembly Ltd’s systems.

Vulnerability Management. Etcembly Ltd manages vulnerabilities of its infrastructure on a risk basis.

Networks and Transmission.

Data Transmission. Transmissions on production environments are transmitted via Internet standard protocols.

External Attack Surface. AWS Security Group which is equivalent to a virtual firewall is in place for the Production environment on AWS.

Incident Response. Etcembly Ltd maintains incident management policies and procedures, including detailed security incident escalation procedures. Etcembly Ltd monitors a variety of communication channels for security incidents, and Etcembly Ltd’s security personnel will react promptly to suspected or known incidents, mitigate harmful effects of such security incidents, and document such security incidents and their outcomes.

Encryption Technologies. Etcembly Ltd makes HTTPS encryption (also referred to as SSL or TLS) available for data in transit.

Data Storage, Isolation, Authentication, and Destruction. Etcembly Ltd stores data in a multi-tenant environment on AWS and GCP servers. Data, the Services database and file system architecture are replicated between multiple availability zones. Etcembly Ltd logically isolates the data of different customers. A central authentication system is used across all Services to increase uniform security of data. Etcembly Ltd ensures secure disposal of Customer Data through the use of a series of data destruction processes.

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorized the use of the following sub-processors:

Name of

Sub-Processor

Amazon Web Services

Google Cloud Platform

Manchester Data Centre

Description

of Processing

Hosting the Production Environment

Hosting the Trial Environment

Software, pipeline, and
AI model development

Location of

Other Processor