Data Processing Agreement

This Data Processing Agreement (“DPA”) forms part of the consulting services agreement between Quantum Leap Security Limited (“QL Security”, “Processor”) and the client organisation (“Customer”, “Controller”) and governs the processing of personal data in connection with QL Security’s AI Security gap analysis, GRC consulting, and related services.

1. Definitions and Interpretation

1.1 Definitions

Authorised Persons: The persons or categories of persons that the Customer authorises to give QL Security written personal data processing instructions and from whom QL Security agrees solely to accept such instructions.

Business Purposes: The AI Security gap analysis, GRC consulting, security assessments, and other professional services to be provided by QL Security to the Customer as described in the Service Agreement.

Commissioner: The Information Commissioner (see Article 4(A3), UK General Data Protection Regulation (GDPR) and section 114, Data Protection Act (DPA) 2018).

Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: Have the meanings given to them in the Data Protection Legislation.

Data Protection Legislation:

(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.

(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 Processor is subject, which relates to the protection of personal data.

Data Subject: The identified or identifiable living individual to whom the Personal Data relates.

EU GDPR: The General Data Protection Regulation ((EU) 2017/679).

EEA: The European Economic Area.

Personal Data: Any information relating to an identified or identifiable living individual that is processed by QL Security on behalf of the Customer as a result of, or in connection with, the provision of 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.

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.

Service Agreement: The consulting services agreement between the parties for QL Security’s provision of AI Security gap analysis, GRC consulting, or other professional services.

Term: This agreement’s term as defined in Clause 10.

UK GDPR: Has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

1.2 Interpretation

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.

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.

A reference to writing or written includes email.

In the case of conflict or ambiguity between any of the provisions of this agreement and the provisions of the Service Agreement, the provisions of this agreement will prevail.

2. Personal Data Types and Processing Purposes

2.1 Controller and Processor Relationship

The Customer and QL Security agree and acknowledge that for the purpose of the Data Protection Legislation:

(a) The Customer is the Controller and QL Security 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 QL Security.

(c) The subject matter, duration, nature, and purpose of the processing and the Personal Data categories and Data Subject types are described in the Service Agreement and this DPA.

2.2 Nature of Processing

QL Security may process Personal Data as necessary to:

Conduct AI Security gap analyses and vulnerability assessments
Perform GRC compliance reviews and audits
Analyse security configurations and controls
Provide security recommendations and remediation guidance
Generate reports and documentation
Communicate with Customer personnel regarding security matters

3. QL Security’s Obligations

3.1 Processing Instructions

QL Security will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Customer’s written instructions. QL Security 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.

QL Security must promptly notify the Customer if, in its opinion, the Customer’s instructions do not comply with the Data Protection Legislation.

3.2 Compliance with Instructions

QL Security must comply promptly with any Customer written instructions requiring QL Security to amend, transfer, delete, or otherwise process the Personal Data, or to stop, mitigate, or remedy any unauthorised processing.

3.3 Confidentiality

QL Security 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 domestic or EU law, court, or regulator (including the Commissioner).

If a domestic or EU law, court, or regulator (including the Commissioner) requires QL Security to process or disclose the Personal Data to a third party, except to the extent limited or restricted in doing so, QL Security 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 domestic or EU law prohibits the giving of such notice.

3.4 Assistance with Compliance

QL Security will reasonably assist the Customer, at no additional cost to the Customer for routine compliance matters, with meeting the Customer’s compliance obligations under the Data Protection Legislation, considering the nature of QL Security’s processing and the information available to QL Security, including in relation to Data Subject rights, data protection impact assessments, and reporting to and consulting with the Commissioner or other relevant regulator.

3.5 Security Measures

Considering the current technology environment and implementation costs, QL Security 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

(iii) Compliance with all applicable Data Protection Legislation

Security measures include those described in Annex A.

3.6 Notification of Changes

QL Security must notify the Customer promptly of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting QL Security’s performance of the Service Agreement or this agreement.

4. QL Security’s Employees

QL Security will ensure that all of its employees and consultants:

(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

(c) Are aware both of QL Security’s duties and their personal duties and obligations under the Data Protection Legislation and this agreement

5. Security

5.1 Security Measures

QL Security 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 Level of Security

QL Security must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

(a) 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

(d) A process for regularly testing, assessing, and evaluating the effectiveness of the security measures

6. Personal Data Breach

6.1 Notification

QL Security will without undue delay and in any event within 24 hours 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

(b) Any accidental, unauthorised, or unlawful processing of the Personal Data

6.2 Information to Provide

Where QL Security becomes aware of a breach, it will, without undue delay, also provide the Customer with the following written information:

(a) Description of the nature of the breach, 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

(c) A description of the measures taken or proposed to be taken to address the breach, including measures to mitigate its possible adverse effects

6.3 Cooperation

Immediately following any accidental, unauthorised, or unlawful Personal Data processing or Personal Data Breach, the parties will coordinate with each other to investigate the matter. QL Security will reasonably cooperate with 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 or remote access to any facilities and operations affected

(d) Making available all relevant records, logs, files, data reporting, and other materials required to comply with all Data Protection Legislation

(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 Third-Party Notification

QL Security 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 domestic or EU law.

6.5 Customer’s Sole Right

QL Security agrees that the Customer has the sole right to determine:

(a) Whether to provide notice of the accidental, unauthorised, or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies, or others, as required by law or regulation or in the Customer’s discretion, including the contents and delivery method of the notice

(b) Whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy

7. Cross-Border Transfers of Personal Data

QL Security (and any subcontractor) must not transfer or otherwise process the Personal Data outside the United Kingdom without obtaining the Customer’s prior written consent.

Where such consent is granted, QL Security may only process, or permit the processing, of the Personal Data outside the UK under the following conditions:

(a) QL Security is processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals; or

(b) QL Security participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that QL Security (and, where appropriate, the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR; or

8. Subcontractors

8.1 Use of Subcontractors

QL Security may authorise a third party (subcontractor) to process the Personal Data if:

(a) QL Security gives the Customer notice of the appointment of any such subcontractor and provides the Customer with full details in writing of the processing to be undertaken by the subcontractor, thereby giving the Customer the opportunity to object to such appointment

(b) QL Security enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this agreement, in particular, in relation to requiring appropriate technical and organisational data security measures

(d) The subcontractor’s contract terminates automatically on termination of this agreement for any reason

8.2 Customer’s Right to Object

If QL Security notifies the Customer of any changes to subcontractors and the Customer objects to such changes, the Customer will be entitled to terminate the Service Agreement (without liability for either party) if the Customer has reasonable grounds for objecting to such changes by reason of the changes causing, or being likely to cause, the Customer to be in breach of applicable Data Protection Legislation.

9. Data Subject Requests and Third-Party Rights

9.1 Assistance with Compliance

QL Security shall 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

(b) Information or assessment notices served on the Customer by the Commissioner or other relevant regulator under the Data Protection Legislation

9.2 Notification of Requests

QL Security shall 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.

QL Security shall promptly notify the Customer 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.

9.3 Cooperation

QL Security will give the Customer its full cooperation and assistance in responding to any complaint, notice, communication, or Data Subject request.

QL Security shall 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 domestic or EU law.

10. Term and Termination

10.1 Term

This agreement will remain in full force and effect so long as:

(a) The Service Agreement remains in effect; or

(b) QL Security retains any of the Personal Data related to the Service Agreement in its possession or control

10.2 Survival

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.

11. Data Return and Destruction

11.1 Data Return

At the Customer’s request, QL Security 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 Data Destruction

On termination of the Service Agreement for any reason or expiry of its term, QL Security 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, in accordance with its data retention policy and professional obligations.

11.3 Legal Retention Requirements

If any law, regulation, or government or regulatory body requires QL Security to retain any documents, materials, or Personal Data that QL Security 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 Certification

Where requested by the Customer, QL Security will certify in writing to the Customer that it has deleted or destroyed the Personal Data within seven days after it completes the deletion or destruction.

12. Records and Audit

12.1 Record Keeping

QL Security 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, subcontractors, the processing purposes, categories of processing, and a general description of the technical and organisational security measures it applies.

12.2 Audit Rights

The Customer or the Customer’s designated auditor may audit QL Security’s compliance with this agreement, subject to:

(a) Appropriate confidentiality undertakings being entered into

(b) The Customer providing QL Security with no less than 30 days’ notice of such audit (except where the Customer reasonably believes that a Personal Data Breach has occurred or is occurring, or QL Security is in material breach of its obligations)

If the Customer becomes privy to any confidential information of QL Security as a result of this agreement, the Customer and/or its auditor shall hold such confidential information in confidence and, unless required by law, not make the confidential information available to any third party, or use it for any other purpose.

13. Liability

Any limitation of liability set forth in the Service Agreement will apply to limit QL Security’s liability under this agreement, except where such limitation is prohibited by Data Protection Legislation.

14. Notice

Any notice or other communication given to a party under or in connection with this agreement must be in writing and delivered to the data protection contacts provided by the parties or as otherwise specified in the Service Agreement.

Annex A: Technical and Organisational Security Measures

QL Security implements the following categories of security measures:

Physical Security

Secure facilities with access controls
Secure disposal of physical media
Device security policies for portable equipment

Technical Security

Encryption of personal data in transit and at rest
Access controls and authentication mechanisms
Regular security assessments and vulnerability testing
Secure backup and disaster recovery procedures
Network security controls including firewalls
Malware protection and monitoring
Security logging and monitoring

Organisational Security

Data protection policies and procedures
Staff training on data protection and security
Confidentiality agreements with staff and contractors
Incident response procedures
Regular review and update of security measures
Business continuity and disaster recovery planning

Data Processing Security

Clear data processing procedures
Data minimisation principles
Purpose limitation controls
Retention period management
Secure data destruction procedures

These measures are regularly reviewed and updated to maintain an appropriate level of security considering the state of the art, costs of implementation, and the nature, scope, context, and purposes of processing.