Data Processing Agreement

Data Processing Agreement (DPA)

pursuant to art. 28 General Data Protection Regulation (GDPR)

This Data Processing Agreement ("Agreement") forms part of the Terms of Service available at https://landprism.com/terms (the "Principal Agreement") between:

the customer using the Services ("Company" or "Controller")

and

LandPrism LTD,

("Processor")

(together, the "Parties").

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with 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).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;

1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement.

The categories of personal data processed may include:

• Identification data (name, surname)
• Contact data (email address)
• Account data (login credentials, user roles)
• Usage data (log data, analytics, interactions with the platform)
• Property-related data uploaded or processed by users
• Billing and transaction data (where applicable)

1.1.3 “Contracted Processor” means a Subprocessor;

1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5 “EEA” means the European Economic Area;

1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;

1.1.8 “Data Transfer” means:

1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or

1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.9 “Services” means the LandPrism platform, a property intelligence and due diligence workspace that enables users to access, analyze, and manage property-related data.

1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions.

2.2 The Company instructs Processor to process Company Personal Data.

2.3 AI Processing

Where the Services include AI-powered features, the Processor may process input data submitted by users to generate outputs and insights.

The Processor does not use Company Personal Data to train general-purpose machine learning models unless explicitly agreed in writing.

AI processing is performed solely for the purpose of providing the Services.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent, or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1 The Controller authorizes the Processor to outsource part of the processing activities pursuant to this DPA to sub-processors. The sub-processors shall, as legally required, be subject to the same contractual obligations resulting from this agreement, pursuant to art. 28 par. 4 GDPR.

5.2 At the date of signature of this agreement, the parties mutually acknowledge and agree that the Processor currently commissions the following sub-processors on the condition of a contractual agreement in accordance with Article 28 paragraph 4 GDPR:

5.3 It is understood between the parties that the communication of personal data to any sub-processor shall only take place after all conditions set out in paragraph 5.1 for the appointment of sub-processors have been met.

5.4 The Processor must maintain and keep updated a list of sub-processors. The Controller shall be notified of any change to such list without undue delay and with a notice period of at least 2 weeks before the sub-processor receives any personal data, giving the Controller the option to object. In case of objection, the Processor retains the right to terminate the contract in place with the Controller without notice.

5.5 The Processor shall bear full responsibility and liability for the activities of its sub-processors vis a vis the Controller.

5.6 Should a sub-processor provide its services outside the EU/EEA, the Processor shall ensure compliance with the rules regarding data transfer abroad, as described under sec. 12 of this DPA.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

8.1 Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Company Personal Data

9.1 Subject to this section 9, Processor shall promptly and in any event within a reasonable period, unless retention is required by applicable law or for legitimate business purposes such as security, backups, or dispute resolution, from the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.

10. Audit rights

10.1 Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of Company Personal Data.

Such audits shall be subject to reasonable prior notice, confidentiality obligations, and shall not occur more than once per year unless required by applicable law or following a security incident.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on the European Commission’s Standard Contractual Clauses (SCCs), together with the UK Addendum or International Data Transfer Agreement (IDTA), where applicable.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

12.3 Term. This Agreement shall remain in force for the duration of the Principal Agreement.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of the United Kingdom.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales. The proceedings shall be conducted in the English language and the award shall be final and binding upon the parties.

This Data Processing Agreement forms part of the Terms of Service and applies automatically to all customers using the Services.

ANNEX 1 – Technical and Organisational Measures

The Processor implements appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including:

• Encryption of data in transit (TLS 1.2 or higher)
• Encryption of data at rest
• Role-based access control (RBAC)
• Logging and monitoring of system activity
• Incident detection and response procedures
• Secure software development practices
• Data minimisation and access limitation principles