Data Processing Agreement 

Data Processing Agreement

This Data Processing Agreement ("DPA") applies to the Processing of Personal Data by CYESEC Ltd. and its affiliates ("Processor") on behalf of any customer using the Services ("Controller") and forms an integral part of, and is subject to, the Company's terms and conditions applicable to the Services (the "Terms and Conditions"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Terms and Conditions.  Whereas, in connection with the performance of its obligation under the Agreement, Processor may Process Controller Personal Data (both as defined below) on behalf of the Controller; and   Whereas, the parties wish to set forth the mutual obligations with respect to the processing of Controller Personal Data by the Processor;   Now therefore, intending to be legally bound, the parties hereby agree as follows:

Definitions. In addition to capitalized terms defined elsewhere in this DPA, the following terms shall have the meanings set forth below:

"Applicable Law" means (i) Regulation 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) ("GDPR"),; (ii) the EU GDPR as transposed into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (“UK GDPR”); (iii) the EU e-Privacy Directive 2002/58/EC; and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time.

"Controller Personal Data" means any Personal Data Processed by Processor on behalf of Controller pursuant to or in connection with the Agreement.

"Data Protection Laws" means Applicable Law and, to the extent applicable, the data protection or privacy laws of any other applicable country where the Services are delivered or as agreed in writing between the Parties.

"EU Originating Personal Data" means Personal Data as defined in and subject to the territorial scope of regulation set out in the GDPR;

"EU Standard Contractual Clauses" means Module 2 (Transfer Controller to Processor) of the EU Standard Contractual Clauses set out in the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as amended or replaced from time to time by a competent authority under the relevant Data Protection Laws. For reference, the latest version of the EU Standard Contractual Clauses are available at: https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc/standard-contractual-clauses-international-transfers_en);

"Sub Processor" means any person (excluding an employee of Processor ) appointed by or on behalf of Processor or any Processor Affiliate to Process Controller Personal Data on behalf of the Controller in connection with the Agreement.

"Restricted Transfer" means transfer of Personal Data from the Processor to any third party Sub-Processor of the Processor, or between two establishments of the Processor, in each case where such transfer would be prohibited by Data Protection Laws.

“UK IDTA” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner under section 119A(1) Data Protection Act 2018 (available at: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf).

"Standard Contractual Clauses" means (a) in respect of a Restricted Transfer of UK Originating Personal Data, the UK IDTA; (b) in respect of a Restricted Transfer of EU Originating Personal Data, the EU Standard Contractual Clauses;

"UK Originating Personal Data" means Personal Data as defined in and subject to the territorial scope of regulation set out in the UK GDPR; and

The terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Supervisory Authority" shall have the meanings ascribed to them in the GDPR.

Processing of Controller Personal Data.

Processor shall Process Controller Personal Data on Controller's behalf and at Controller's instructions as specified in this DPA, including without limitation with regard to transfers of Controller Personal Data to a third country or international organization. Any other Processing shall be permitted only in the event that such Processing is required by any Data Protection Laws to which the Processor is subject. In such event, Processor shall, unless prohibited by such Data Protection Laws on important grounds of public interest, inform Controller of that requirement before engaging in such Processing.

Controller instructs Processor (and authorizes Processor to instruct each Sub Processor) (i) to Process Controller Personal Data for the provision of the services, as detailed in the Agreement ("Services") and as otherwise set forth in the Agreement and in this DPA, and/or as otherwise directed by Controller; and (ii) to transfer Controller Personal Data to any country or territory as reasonably necessary for the provision of the Services and in accordance with Applicable Law.

Controller sets forth the details of the Processing of Controller Personal Data, as required by Article 28(3) of the GDPR in Schedule 1 (Details of Processing of Controller Personal Data), attached hereto.

To the extent that the Processor Processes Personal Data in countries outside of the European Economic Area that do not provide an adequate level of data protection, as determined by the European Commission or other adequate authority as determined by the EU, the Standard Contractual Clauses shall apply and shall be incorporated herein upon execution of this DPA by the parties. The Standard Contractual Clauses shall be completed as set out in Section 12 (Restricted Transfers).

Government Access Requests. Whether or not the Standard Contractual Clauses apply, if Processor receives a legally binding request from a public authority for Controller Personal Data, Processor shall, unless prohibited by applicable law: (i) promptly notify Controller of the request; (ii) where possible, redirect the authority to Controller; (iii) challenge the request where Processor reasonably considers it unlawful; and (iv) disclose only the minimum Controller Personal Data required. Processor shall not voluntarily disclose Controller Personal Data or give any public authority direct access to it, except as required by applicable law.

Controller. Controller represents and warrants that it has and shall maintain throughout the term of the Agreement and this DPA, all necessary rights to provide the Controller Personal Data to Processor for the Processing to be performed in relation to the Services and in accordance with the Agreement and this DPA. To the extent required by Data Protection Laws, Controller is responsible for obtaining any necessary Data Subject consents to the Processing, and for ensuring that a record of such consents is maintained throughout the term of the Agreement and this DPA and/or as otherwise required under Data Protection Laws.

Processor Employees. Processor shall take reasonable steps to ensure that access to the Controller Personal Data is limited on a need to know and/or access basis and that all Processor employees receiving such access are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in connection with their access to and use of Controller Personal Data.

Security. Processor shall implement appropriate technical and organizational measures to ensure an appropriate level of security of the Controller Personal Data including, as appropriate and applicable, the measures referred to in Article 32(1) of the GDPR. In assessing the appropriate level of security, Processor shall take into account the risks that are presented by the nature of the Processing and the information available to the Processor. Processor may update such measures from time to time, provided that any such update does not materially decrease the overall level of protection of Controller Personal Data.

Personal Data Breach.

Processor shall notify Controller without undue delay and, where feasible, not later than within 48 (forty eight) hours upon Processor becoming aware of a Personal Data Breach affecting Controller Personal Data. In such event, Processor shall provide Controller with reasonable and available information to assist Controller in meeting any obligations to inform Data Subjects or Supervisory Authorities of the Personal Data Breach as required under Applicable Law.

At the written request of the Controller, Processor shall reasonably cooperate with Controller and take such commercially reasonable steps as are agreed by the parties or required under Applicable Law to assist in the investigation, mitigation and remediation of any Personal Data Breach.

Sub Processing.

Controller authorizes Processor to appoint (and permits each Sub Processor appointed in accordance with this Section 7 to appoint) Sub Processors in accordance with this Section 7.

Processor may continue to use those Sub Processors already engaged by Processor as listed at  https://cyesec.com/dpa (the "Sub-Processor List") as of the date of this DPA. Processor shall update the Sub-Processor List upon any change in the identity of its Sub Processors.

Processor may appoint new Sub Processors by updating the Sub-Processor List. Controller may present material and reasonable objections to a new Sub Processor, in writing and solely on grounds relating to the protection of Controller Personal Data, within seven (7) days of the update of the Sub-Processor List, failing which the new Sub Processor shall be deemed approved. If Controller objects for a legitimate reason and the parties cannot reach an amicable solution, Processor may, at its sole discretion, continue to provide the Services without the use of such Sub Processor, and Controller shall have no other remedy in respect of such objection. Controller's objection shall not, in itself, give rise to any right of termination.

With respect to each new Sub Processor, Processor shall:

Prior to the Processing of Controller Personal Data by Sub Processor, take reasonable steps (for instance by way of reviewing privacy policies as appropriate) to ensure that Sub Processor is committed and able to provide the level of protection for Controller Personal Data required by this DPA; and

ensure that the arrangement between the Processor and the Sub Processor is governed by a written contract, including terms that offer a materially similar level of protection for Controller Personal Data as those set out in this DPA and meet the requirements of Applicable Law.

Processor shall remain fully liable to the Controller for the performance of any Sub Processor's obligations.

Data Subject Rights.

Controller shall be solely responsible for compliance with any statutory obligations concerning requests to exercise Data Subject rights under Data Protection Laws (e.g., for access, rectification, deletion of Controller Personal Data, etc.). Processor shall, at Controller's sole expense, use commercially reasonable efforts to assist Controller in fulfilling Controller's obligations with respect to such Data Subject requests, as required under Data Protection Laws.

Upon receipt of a request from a Data Subject under any Data Protection Laws in respect to Controller Personal Data, Processor shall promptly notify Controller of such request and shall not respond to such request except on the documented instructions of Controller or as required by Data Protection Laws to which the Processor is subject, in which case Processor shall, to the extent permitted by Data Protection Laws, inform Controller of such legal requirement prior to responding to the request.

Data Protection Impact Assessment and Prior Consultation. At Controller's written request and expense, the Processor and each Sub Processor shall provide reasonable assistance to Controller with respect to any Controller Personal Data Processed by Processor and/or a Sub Processor, with any data protection impact assessments or prior consultations with Supervisory Authorities or other competent data privacy authorities, as required under any Data Protection Laws.

Deletion or Return of Controller Personal Data. Processor shall promptly and in any event within 60 (sixty) days of the date of cessation of provision of the Services to Controller involving the Processing of Controller Personal Data, at Controller's election (notified to Processor in writing prior to the end of such period), delete or return all copies of such Controller Personal Data (and, failing such election, delete or anonymize such Controller Personal Data) provided however that Processor may retain Controller Personal Data (i) to the extent and for as long as required by applicable law, and (ii) in backup systems until overwritten in accordance with Processor's standard backup rotation cycles, in each case subject to the confidentiality and security obligations of this DPA and solely for the purpose of such retention. Upon Controller's written request, Processor shall confirm in writing its compliance with this Section 10.  In addition, Processor may use the data provided by Controller in anonymized and deidentified form for internal purposes, including for improvement of the Services.

Audit Rights.

Subject to Sections 11.2 and ‎11.3, and provided that Controller reasonably believes there is a non-compliance with this Agreement and submits the factual basis of such beliefs to Processor, Processor shall make available to an auditor mandated by Controller in coordination with Processor, upon prior written request, such information reasonably necessary to demonstrate compliance with this DPA and shall allow for audits, including inspections, by such reputable auditor mandated by the Controller in relation to the Processing of the Controller Personal Data by the Processor. Such audit shall take place no more than once a year, unless required by a Supervisory Authority.

Any audit or inspection shall be at Controller's sole expense, and subject to Processor's reasonable security policies and obligations to third parties, including with respect to confidentiality. Any third-party auditor shall at Processor’s request sign a confidentiality agreement with Processor protecting Processor’s confidential information. Processor has a right to reject access to its premises to a third party engaged by Controller for the audit purposes provided such third party or any of its affiliates is a direct competitor of Processor. The results of any audit or inspection shall be considered the confidential information of the Processor and shall be treated with the same degree of care as Controller affords its own confidential information and, if applicable, subject to the confidentiality provisions under the Agreement

Controller and any auditor on its behalf shall use best efforts to minimize or avoid causing any damage, injury or disruption to the Processors' premises, equipment, employees and business and shall not interfere with the Processor's day-to-day business. Controller and Processor shall mutually agree upon the scope, timing and duration of the audit or inspection and the reimbursement rate, for which Controller shall be responsible. Processor need not give access to its premises for the purposes of such an audit or inspection:

to any individual unless he or she produces reasonable evidence of identity and authority;

if Processor was not given a prior written notice of such audit or inspection;

outside of normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis; or

Processor shall immediately inform Controller if, in its opinion, an instruction received under this DPA infringes the GDPR or other applicable Data Protection Laws.

At the discretion of Processor, proof of compliance with the obligations under this DPA may be provided, instead of an inspection, by submitting an appropriate, current opinion or report from an independent authority (e.g. auditor, audit department, data protection officer, IT security department, data protection auditors or quality auditors) or a suitable certification by IT security or data protection audit, including Processor's then-current ISO/IEC 27001 certificate or SOC 2 Type II report (“audit report”), if the audit report makes it possible for the Controller in an appropriate manner to convince himself of compliance with the contractual obligations.

Restricted Transfers

In respect of EU Originating Personal Data, where the Controller authorises such transfer, the Controller (as 'data exporter') and the Processor (as 'data importer') hereby enter into the EU Standard Contractual Clauses and:

Annex 1 to the EU Standard Contractual Clauses shall be deemed to be pre-populated  with the relevant sections of Schedule 1 (Details of Processing of Controller Personal Data) to this DPA and the processing operations are deemed to be those described in the Agreement. Annex 3 to the EU Standard Contractual Clauses shall be deemed to be pre-populated with Schedule 2 (Sub Processors) to this DPA;

Clause 7 (Docking clause) of Module 2 of the EU Standard Contractual Clauses shall not apply;

Clause 9 – Use of sub-processors of the EU Standard Contractual Clauses, “Option 2” shall apply and the “time period” shall be 7 (seven) days, and Processor's update of the Sub-Processor List in accordance with Section 7.3 shall constitute notice for the purposes of Clause 9(a);

Clause 13(a) (Supervision) of Module 2 of the EU Standard Contractual Clauses the following shall be inserted:  The supervisory authority with responsibility for ensuring compliance by the relevant data exporter with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority, save that if the relevant data exporter is not established in an EU Member State, the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, being the Dutch Data Protection Authority, shall act as competent supervisory authority;

in respect of UK Originating Personal Data, where the Controller authorises such transfer, the EU Standard Contractual Clauses shall be read in accordance with, and deemed amended by, the provisions of Part 2 (Mandatory Clauses) of the UK IDTA, and the parties confirm that the information required for the purposes of Part 1 (Tables) of the UK IDTA is set out in the relevant sections of  Schedule 1;

Limitation of Liability. Controller shall indemnify and hold Processor harmless against all claims, actions, third party claims, losses, damages and expenses incurred by the Processor and arising directly or indirectly out of or in connection with a breach of this DPA and/or the Data Protection Laws by Controller. Each party's liability toward the other party shall be subject to the limitations on liability under the Agreement.

General Terms.

Governing Law and Jurisdiction.

The parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity.

This DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.

Order of Precedence.

Nothing in this DPA reduces Processor's obligations under the Agreement in relation to the protection of Controller Personal Data or permits Processor to Process (or permit the Processing of) Controller Personal Data in a manner that is prohibited by the Agreement.

This DPA is not intended to, and does not in any way limit or derogate from Controller's obligations and liabilities towards the Processor under the Agreement and/or pursuant to Data Protection Laws or any law applicable to Controller in connection with the collection, handling and use of Controller Personal Data by Controller or other processors or their sub processors, including with respect to the transfer or provision of Controller Personal Data to Processor and/or providing Processor with access thereto.

Subject to this Section 13.2, with regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail. In the event of inconsistencies between the provisions of this DPA and the Standard Contractual Clauses (to the extent they apply), the Standard Contractual Clauses shall prevail.

Changes in Data Protection Laws.

Controller may, by at least 45 (forty five) calendar days' prior written notice to Processor, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under any Data Protection Laws in order to allow Controller Personal Data to be Processed (or continue to be Processed) without breach of that Data Protection Laws.

If Controller gives notice with respect to its request to modify this DPA under Section ‎13.3.1, (i) Processor shall make commercially reasonable efforts to accommodate such modification request and (ii) Controller shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein.

Severance. Should any provision of this DPA be held invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the parties' intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Schedule 1: Details of Processing of Controller Personal Data

This Schedule 1 describes the Processing of Controller Personal Data in connection with the Services and provides the information required by Article 28(3) of the GDPR.

Subject matter and duration of the Processing of Controller Personal Data.

Processor Processes Controller Personal Data to provide the Services for the duration of the Controller's use of the Services and thereafter only as necessary to delete or return such data in accordance with Section 10 of this DPA.

The nature and purpose of the Processing of Controller Personal Data:

Processing is reasonably necessary to provide, operate, support, secure, maintain and improve the cybersecurity technology products and related services made available by Processor, in accordance with the Terms and Conditions and the Controller's documented instructions.

The types of Controller Personal Data to be Processed are as follows:

IP addresses; business contact information, including names and business email email addresses; account information relating toof Controller's authorized users of the Services, including (e.g., name, business email address and login credentials; technical, usage and device information;); and credentials,  (including usernames and passwords,) associated with Controller's domains or personnel that have been exposed or leaked and are identified through by the Services.

Categories of Data Subjects:

Controller's employees, contractors, representatives and other authorized users of the Services, and any other individuals whose Personal Data is submitted to, collected by or identified through the Services on Controller's behalf.

Special categories of Personal Data: None. Controller shall not provide Processor with any special categories of Personal Data or Personal Data relating to criminal convictions and offences unless expressly agreed in writing and permitted under applicable Data Protection Laws.

Frequency of Transfer: On a continuous or recurring basis, as necessary transfer: Continuous, for the provision term of the Services Agreement.

Retention period: For the duration term of the Controller's use of the Services Agreement and thereafter until deletion or return in accordance with Section 10 of this DPA.

Transfers to Sub Processors: To the Sub Processors identified in the Sub-Processor List referred to listed in Schedule 2, as updated from time to time in accordance with Section 7 of this DPA, (Sub Processors), for the purpose of providing the Services and for the duration described set out above.

Competent Supervisory Authority: For EU Originating Personal Data, the supervisory authority as determined in accordance with Section 12.1.4 of this DPA; and for UK Originating Personal Data, the UK Information Commissioner's Office.

Schedule 2: Sub Processors

This Schedule 2 constitutes Annex 3 to the EU Standard Contractual Clauses. The Sub Processors authorized by Controller are those listed in the Sub-Processor List, as updated from time to time in accordance with Section 7.3.

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Last update: October 2026