Data Processing Agreement (DPA)
Effective 1 October 2025
This Personal Data Processing Agreement ('Agreement') sets out the additional terms, requirements and conditions on which the Provider will process Personal Data when providing services to a customer under the Terms & Conditions and any other Agreement between Vendro and the Customer ('Service Agreement').
The following definitions and rules of interpretation apply in this Agreement.
1.1. Definitions:
Authorised Persons: the persons or categories of persons that the Customer authorises to give the Provider written personal data processing instructions and from whom the Provider agrees solely to accept such instructions.
Business Purposes: the services to be provided by the Provider to the Customer as described in the Service agreement and any other purpose specifically identified in ANNEX A.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: have the meanings given in the Data Protection Legislation.
Controller: has the meaning given in the relevant data protection legislation.
Data Protection Legislation:
5.a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.5.b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of Personal Data.5.c) All other legislation and regulatory requirements in any jurisdiction in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the regulatory authority and which are applicable to a party.
Data Subject: the identified or identifiable living individual to whom the Personal Data relates.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
EEA: the European Economic Area.
Personal Data: means any information relating to an identified or identifiable living individual that is processed by the Provider on behalf of the Customer as a result of, or in connection with, the provision of the services under the Service agreement; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the
physical, physiological, genetic, mental, economic, cultural or social identity of the individual.Processing, processes, processed, process: any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third-parties.
Personal Data Breach: a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.
Processor: a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.
Records: has the meaning given in Clause 12.
Term : this Agreement's term as defined in Clause 10.
UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
1.2. This Agreement is subject to the terms of the Service agreement and is incorporated into the Service agreement. Interpretations and defined terms set forth in the Service agreement apply to the interpretation of this Agreement.
1.3. The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.
1.4. A reference to writing or written excludes fax but not email.
1.5. In the case of conflict or ambiguity between:
(a) any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;
(b) the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail; and
(c) any of the provisions of this Agreement and the provisions of the Service agreement, the provisions of this Agreement will prevail.
2.1. The Customer and the Provider agree and acknowledge that for the purpose of the Data Protection Legislation:
(a) the Customer is the Controller and the Provider is the Processor.
(b) the Customer retains control of the Personal Data and remains responsible for its
compliance obligations under the Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the Provider.
(c) ANNEX A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which the Provider may process the Personal Data to fulfil the Business Purposes.
(d) Vendro as Processor. Vendro shall act as a Processor on behalf of the Customer. Vendro shall process Customer Personal Data exclusively for the purposes of providing the services set out in the Main Agreement and in accordance with the Customer's documented instructions. Vendro shall not process Personal Data for its own purposes or for any purpose other than those explicitly set out in this DPA, unless required by law. The details of such processing are set out in Annex 1.
3.1. The Provider will only process the Personal Data to the extent, and in such a manner, necessary for the Business Purposes in accordance with the Customer's written instructions. The Provider will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. The Provider must promptly notify the Customer if, in its opinion, the Customer's instructions do not comply with the Data Protection Legislation.
3.2. The Provider must comply promptly with any Customer written instructions requiring the Provider to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
3.3. The Provider will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third-parties unless the Customer or this Agreement specifically authorises the disclosure, or as required by the applicable law, court or regulator. If a law, court or regulator requires the Provider to process or disclose the Personal Data to a third-party, the Provider must first inform the Customer
of such legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits the giving of such notice.
3.4. The Provider will reasonably assist the Customer, at no additional cost to the Customer, with meeting the Customer's compliance obligations under the Data Protection Legislation, taking into account the nature of the Provider's processing and the information available to the Provider, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the regulator under the Data Protection Legislation.
3.5. The Provider must notify the Customer promptly of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the Provider's performance of the Service agreement or this Agreement.
4.1. The Provider will ensure that all of its employees:
(a) are informed of the confidential nature of the Personal Data and are bound by written confidentiality obligations and use restrictions in respect of the Personal Data;
(b) have undertaken training on the Data Protection Legislation and how it relates to their handling of the Personal Data and how it applies to their particular duties; and
(c) are aware both of the Provider's duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.
5.1. The Provider must at all times implement appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.
5.2. The Provider must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
(a) where appropriate, the pseudonymisation and encryption of personal data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
(d) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.
6.1. The Provider will immediately and in any event without undue delay notify the Customer in writing if it becomes aware of:
(a) the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data. The Provider will restore such Personal Data at its own expense as soon as possible.
(b) any accidental, unauthorised or unlawful processing of the Personal Data; or
(c) any Personal Data Breach.
6.2. Where the Provider becomes aware of (a), (b) and/or (c) above, it will, without undue delay, also provide the Customer with the following written information:
(a) description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;
(b) the likely consequences; and
(c) a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.
6.3. Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, the Provider will reasonably co-operate with the Customer at no additional cost to the Customer, in the Customer's handling of the matter, including but not limited to:
(a) assisting with any investigation;
(b) providing the Customer with physical access to any facilities and operations affected;
(c) facilitating interviews with the Provider's employees, former employees and others involved in the matter including, but not limited to, its officers and directors;
(d) making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Customer; and
(e) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.
6.4. The Provider will not inform any third-party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Customer's written consent, except when required to do so by law.
7.1. Customer Personal Data may be transferred to, and processed in, any country where Vendro, its affiliates, or Sub-Processors operate. Vendro shall ensure that any such international transfers comply with all Data Protection Laws.
7.2. For transfers of EU Personal Data, Vendro shall rely on a valid transfer mechanism, such as the Standard Contractual Clauses (SCCs) as adopted by the European Commission, a relevant adequacy decision, or other legally recognised mechanism.
7.3. For transfers of UAE Personal Data, Vendro will assist the Customer in fulfilling the requirements of the PDPL regarding cross-border data transfers.
8.1. The Provider may not authorise any third party or subcontractor to process the Personal Data.
8.2. Other than those subcontractors used by the Provider to fulfil it’s obligations as a company to its customers, the Provider may not authorise any other third-party or subcontractor to process the Personal Data.
8.3. Where the subcontractor fails to fulfil its obligations under the written agreement with the Provider which contains terms substantially the same as those set out in this Agreement, the Provider remains fully liable to the Customer for the subcontractor's performance of its agreement obligations.
8.4. The Parties agree that the Provider will be deemed by them to control legally any Personal Data controlled practically by or in the possession of its subcontractors.
9.1. The Provider must, at no additional cost to the Customer, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer to comply with:
(a) the rights of Data Subjects under the Data Protection Legislation, including, but not limited to, subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
(b) information or assessment notices served on the Customer by the regulator under the Data Protection Legislation.
9.2. The Provider must notify the Customer immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.
9.3. The Provider must notify the Customer within 5 days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.
9.4. The Provider will give the Customer, at no additional cost to the Customer, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.
9.5. The Provider must not disclose the Personal Data to any Data Subject or to a third-party other than in accordance with the Customer's written instructions, or as required by law.
10.1. This Agreement will remain in full force and effect so long as:
(a) the Service agreement remains in effect; or
(b) the Provider retains any of the Personal Data related to the Service agreement in its possession or control ( Term ).
10.2. Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Service agreement in order to protect the Personal Data will remain in full force and effect.
10.3. The Provider's failure to comply with the terms of this Agreement is a material breach of the Service agreement. In such event, the Customer may terminate the Service agreement effective immediately on written notice to the Provider without further liability or obligation of the Customer.
10.4. If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Service agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within 14 days, either party may terminate the Service agreement on not less than 14 working days written notice to
the other party.
11.1. At the Customer's request, the Provider will give the Customer, or a third-party nominated in writing by the Customer, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Customer.
11.2. On termination of the Service agreement for any reason or expiry of its term, the Provider will securely delete or destroy or, if directed in writing by the Customer, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control.
11.3. If any law, regulation, or government or regulatory body requires the Provider to retain any documents, materials or Personal Data that the Provider would otherwise be required to return or destroy, it will notify the Customer in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for such retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.
11.4. The Provider will certify in writing to the Customer that it has deleted or destroyed the Personal Data within 5 days after it completes the deletion or destruction.
12.1. The Provider will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, approved subcontractors, the processing purposes, categories of processing, and a general description of the technical and organisational security measures referred to in Clause 5. ( Records ).
12.2. The Provider will ensure that the Records are sufficient to enable the Customer to verify the Provider's compliance with its obligations under this Agreement and the Data Protection Legislation and the Provider will provide the Customer with copies of the Records upon request.
13.1. If a Personal Data Breach occurs or is occurring, or the Provider becomes aware of a breach of any of its obligations under this Agreement or any of the Data Protection Legislation, the Provider will:
(a) within 14 days of the triggering event, conduct its own audit to determine the cause;
(b) produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;
(c) provide the Customer with a copy of the written audit report; and
(d) remedy any deficiencies identified by the audit within 14 days.
14.1. The Provider warrants and represents that:
(a) its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;
(b) it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;
(c) it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Service agreement's contracted services; and
(d) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the accidental, unauthorised or unlawful processing of Personal Data and the loss or damage to, the Personal Data, and ensure a level of security appropriate to:
(i) the harm that might result from such accidental, unauthorised or unlawful processing and loss or damage;
(ii) the nature of the Personal Data protected; and
(iii) comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in Clause 5.1.
14.2. The Customer warrants and represents that the Provider's expected use of the Personal Data for the Business Purposes and as specifically instructed by the Customer will comply with the Data Protection Legislation.
15.1. The Provider agrees to indemnify, keep indemnified and defend at its own expense the Customer against all costs, claims, damages or expenses incurred by the Customer or for which the Customer may become liable due to any failure by the Provider or its employees, subcontractors or agents to comply with any of its obligations under this Agreement and/or the Data Protection Legislation.
15.2. Any limitation of liability set forth in the Service agreement will not apply to this Agreement's indemnity or reimbursement obligations.
16.1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to the addresses on the support page (or an address substituted in writing by the party to be served).
16.2. Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
16.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
This Annex provides a detailed description of the processing activities governed by this DPA.
Subject Matter: The subject matter of the processing is the provision of Vendro's services as described in the Main Agreement.
Duration: The processing will occur for the duration of the Main Agreement and as long as is necessary to fulfill the terms of this DPA and any legal obligations.
Nature and Purpose: The purpose of the processing is to enable Vendro to provide its services, which may include data storage, data analytics, user support, and service-related communications.
Type of Personal Data: This may include, but is not limited to, a wide range of personal information such as names, contact information, IP addresses, location data, business-related data, and other data types as submitted by the Customer.
Categories of Data Subjects: Data subjects may include the Customer's employees, clients, customers, business partners, and other end-users of the Customer's services.
Vendro has implemented the following measures to protect Customer Personal Data:
ISO 27001-compliant data centers: The data centers used for storing data are certified for compliance with the ISO 27001 standard.
System Access Controls: Measures to prevent unauthorised access to data processing systems. This includes strong password policies, multi-factor authentication, and a least-privilege access model.
Data Access Controls: Measures to ensure that only authorised personnel can access Personal Data. This includes role-based access controls, data encryption in transit, and granular access permissions.
Transmission Controls: Measures to ensure that data cannot be read, copied, or altered during electronic transmission or transport.
Input Controls: Measures to ensure that data can only be entered, altered, or deleted by authorised personnel. This includes system-level audit trails and change logs.
Availability Controls: Measures to protect data against accidental destruction or loss. This includes regular data backups, a disaster recovery plan, and business continuity protocols.
Data Segregation: Measures to ensure that data collected for different purposes is processed separately. This includes logical separation of Customer data within multi-tenant environments.
Regular Testing: Regular penetration testing, vulnerability scanning, and security assessments to identify and address potential weaknesses in Vendro's security posture.