Data Processing Agreement

For the purposes of this DPA, the following terms shall have the meanings set out below. Terms not defined herein shall have the meaning ascribed to them in the GDPR (Regulation (EU) 2016/679) or, where applicable, the UK GDPR as retained in domestic UK law.

• "Controller" means the entity that determines the purposes and means of the processing of Personal Data.
• "Processor" means LexTalent.ai, which processes Personal Data on behalf of the Controller.
• "Personal Data" has the meaning given in Article 4(1) GDPR.
• "Processing" has the meaning given in Article 4(2) GDPR.
• "Data Subject" means the identified or identifiable natural person to whom Personal Data relates.
• "Sub-processor" means any third party engaged by the Processor to carry out processing activities on behalf of the Controller.
• "Services" means the Agentic AI talent assessment platform and related services provided by LexTalent.ai.

This DPA applies to the processing of Personal Data by the Processor on behalf of the Controller in connection with the provision of the Services. The subject matter, nature, purpose, and duration of the processing, as well as the types of Personal Data and categories of Data Subjects, are set out in Schedule 1 to this DPA.

This DPA shall remain in force for the duration of the Agreement between the parties and shall automatically terminate upon the expiry or termination of the Agreement, subject to the obligations set out in Section 9 (Return and Deletion of Data).

The Processor shall, with respect to any Personal Data processed on behalf of the Controller:

1. Process Personal Data only on documented instructions from the Controller, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by Union or Member State law; in such a case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
2. Ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
3. Take all measures required pursuant to Article 32 GDPR (security of processing), as further described in Section 7 of this DPA.
4. Respect the conditions referred to in paragraphs 2 and 4 of Article 28 GDPR for engaging another processor (Sub-processor).
5. Taking into account the nature of the processing, assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller's obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the GDPR.
6. Assist the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR, taking into account the nature of processing and the information available to the Processor.
7. At the choice of the Controller, delete or return all Personal Data to the Controller after the end of the provision of services relating to processing, and delete existing copies unless Union or Member State law requires storage of the Personal Data.
8. Make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller.

The Controller shall:

1. Ensure that it has a lawful basis for the processing of Personal Data under applicable data protection law and that it has provided all necessary notices to, and obtained all necessary consents from, Data Subjects.
2. Provide the Processor with documented instructions for the processing of Personal Data in connection with the Services.
3. Ensure that any Personal Data provided to the Processor is accurate, complete, and up to date.
4. Comply with its obligations under applicable data protection law, including GDPR and, where applicable, the UK GDPR.

The Controller grants the Processor general written authorisation to engage Sub-processors. The Processor shall maintain an up-to-date list of Sub-processors, available upon request, and shall inform the Controller of any intended changes concerning the addition or replacement of Sub-processors, thereby giving the Controller the opportunity to object to such changes.

The Processor shall impose data protection obligations on any Sub-processor equivalent to those set out in this DPA, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR.

Current Sub-processors include, but are not limited to: Amazon Web Services (infrastructure), Tidbcloud / PingCAP (database), and Resend (transactional email). A complete and current list is available upon request.

Where the processing of Personal Data involves a transfer of Personal Data to a third country (outside the European Economic Area or the United Kingdom), the Processor shall ensure that such transfers are carried out in accordance with Chapter V of the GDPR, including by relying on adequacy decisions, Standard Contractual Clauses (SCCs) as adopted by the European Commission, or the UK International Data Transfer Agreement (IDTA), as applicable.

Taking into account 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, the Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including as appropriate:

• Pseudonymisation and encryption of Personal Data;
• The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
• The ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
• A process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

The Processor is currently pursuing SOC 2 Type II certification. Current security posture details are available in the Enterprise Security documentation upon request.

The Processor shall notify the Controller without undue delay, and where feasible within 72 hours, after becoming aware of a Personal Data Breach affecting Personal Data processed on behalf of the Controller. Such notification shall include, to the extent available at the time of notification:

• A description of the nature of the Personal Data Breach;
• The categories and approximate number of Data Subjects concerned;
• The categories and approximate number of Personal Data records concerned;
• The likely consequences of the Personal Data Breach;
• The measures taken or proposed to address the Personal Data Breach.

Upon termination or expiry of the Agreement, or upon the Controller's written request, the Processor shall, at the Controller's election, either:

• Return all Personal Data to the Controller in a commonly used, machine-readable format; or
• Securely delete or destroy all Personal Data and certify in writing that such deletion has been completed.

The Processor may retain Personal Data to the extent required by applicable Union or Member State law, provided that the Processor ensures the confidentiality of all such Personal Data and does not process such Personal Data except as required by such law.

The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR and shall allow for and contribute to audits, including inspections, conducted by the Controller or an auditor mandated by the Controller, subject to reasonable notice (not less than 30 days) and execution of a confidentiality agreement.

The Processor may satisfy audit requests by providing relevant third-party audit reports (e.g., SOC 2 reports) where available.

This DPA shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this DPA.