Data Processing Addendum

This Data Processing Addendum (“DPA”) is entered into as of the last date executed below by and between Allegro Labs, Inc. (d/b/a “Quilter”) and Customer (defined below).

THIS DPA APPLIES BETWEEN THE PARTIES WHERE CUSTOMER CLICKS A BOX INDICATING ACCEPTANCE, TRANSFERS PERSONAL DATA TO QUILTER FOR PROCESSING BY MEANS OF THE QUILTER ASSETS, OR OTHERWISE AFFIRMATIVELY INDICATES ACCEPTANCE OF THIS DPA. BY DOING SO, YOU: (A) AGREE TO THIS DPA EITHER ON BEHALF OF YOURSELF, OR THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (EACH, A “CUSTOMER”); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER AND ITS AFFILIATES TO THIS DPA. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS DPA, YOU MAY NOT DIRECTLY OR INDIRECTLY TRANSFER PERSONAL DATA TO QUILTER. QUILTER RESERVES THE RIGHT TO MODIFY OR UPDATE THE TERMS OF THIS DPA IN ITS SOLE DISCRETION, THE EFFECTIVE DATE OF WHICH WILL BE THE EARLIER OF (I) 30 DAYS FROM THE DATE OF SUCH UPDATE OR MODIFICATION AND (II) CUSTOMER’S CONTINUED TRANSFER OF PERSONAL DATA. 

This DPA forms part of Quilter’s “Master Services Agreement” (located at: https://quilter.at/msa) (referred to as the “Agreement” hereunder), unless Quilter and Customer have entered into a separate written agreement for the use of the Quilter Assets in which case such agreement is deemed the Agreement. Quilter will provide the Quilter Assets to Customer pursuant to the DPA and this Agreement which involves the Processing of Personal Data subject to Applicable Data Protection Laws (each as defined below). The purpose of this DPA is to set forth the terms under which Quilter Processes Personal Data on behalf of Customer.

This DPA consists of the main body and Schedules 1 through 4. Execution of this DPA shall include signature and acceptance of the Standard Contractual Clauses (defined below) and its Annexes (see Schedule 2 below).

1. Definitions. Capitalized terms used but not defined in this DPA have the meanings set forth in the Agreement. The terms controller, data subject, processor and supervisory authority have the meanings set forth in the Applicable Data Protection Laws.

1. “Authorized Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.
2. “Applicable Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction applicable to the Processing of Personal Data under the Agreement, including, without limitation, European Data Protection Laws, UK GDPR and the United States including the CCPA.
3. “CCPA” means the California Consumer Privacy Act of 2018 and any regulations promulgated thereunder, in each case, as amended from time to time, including the California Privacy Rights Act of 2020, and any regulations promulgated thereunder.
4. “EEA” means the European Economic Area.
5. “European Data Protection Laws” means the GDPR and other data protection laws and regulations of the EEA and European Union, and the Member States of each of the foregoing, to the extent applicable to the Processing of Personal Data under the Agreement.
6. “GDPR” means 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).
7. “Information Security Incident” means a confirmed breach of Quilter’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in Quilter’s possession, custody or control. Information Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
8. “Personal Data” means Customer Data that constitutes “personal data,” “personal information,” or “personally identifiable information” defined in Applicable Data Protection Laws, or information of a similar character regulated thereby,” provided that such data is electronic data and information submitted by or for Customer to the Services.
9. “Public Authority” means a government agency or law enforcement authority, including judicial authorities.
10. “Processing” or “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
11. “Security Measures” are Quilter’s security measures implemented and maintained as administrative, technical and physical safeguards designed to protect the security and integrity of Personal Data and prevent Information Security Incidents, further described in Schedule 2 Annex III hereto and any other measures required by Applicable Data Protection Laws.
12. “Standard Contractual Clauses” means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, currently located here: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj.
13. “Subprocessors” or “Sub-processor” means any third party processor that Quilter engages to Process Personal Data in relation to the Services. 
14. “UK GDPR” means the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 ("UK GDPR") and the Data Protection Act 2019. 

2. Duration and Scope of DPA. This DPA will remain in effect so long as Quilter Processes Personal Data, notwithstanding the expiration or termination of the Agreement. Schedules 1 and 2 to this DPA apply solely to Processing subject to European Data Protection Laws. Schedule 3 to this DPA applies solely to Processing subject to the UK GDPR. Schedule 4 to this DPA applies solely to Processing subject to the CCPA to the extent Customer is a “business” (as defined in CCPA) with respect to such Processing.
3. Customer Instructions. Quilter will Process Personal Data only in accordance with Customer’s instructions to Quilter. This DPA is a complete expression of such instructions, and Customer’s additional instructions will be binding on Quilter only pursuant to an amendment to this DPA signed by both parties. Customer instructs Quilter to Process Personal Data via the Services and as authorized by the Agreement. Quilter shall inform Customer immediately: (a) if, in its opinion, an instruction from Customer constitutes a breach of any Applicable Data Protection Laws; (b) if Quilter is unable to follow Customer’s instructions for the Processing of Personal Data; or (c) if Quilter has reason to believe that Quilter is subject to changes in Applicable Data Protection Laws contrary to any Customer instructions or terms or requirements of this DPA.
4. Security of Personal Data.

1. Quilter Security Measures. Quilter may update the Security Measures from time to time, so long as the updated measures do not materially decrease the overall protection of Personal Data.
2. Information Security Incidents. Quilter will notify Customer without undue delay of any Information Security Incident of which Quilter becomes aware. Such notifications will describe available details of the Information Security Incident, including steps taken to mitigate the potential risks and steps Quilter recommends the Customer take to address the Information Security Incident. Quilter’s notification of or response to an Information Security Incident will not be construed as Quilter’s acknowledgement of any fault or liability with respect to the Information Security Incident.
3. Audits of Compliance & DPIAs. 
   
   1. Customer may audit Quilter’s compliance with its obligations under this DPA no more than once per calendar year, and on such other occasions as may be required by European Data Protection Laws, including if mandated by Customer’s supervisory authority, at Customer’s sole cost, on no less than 15 days advanced written notice. Such audit must be conducted at Quilter’s principal place of business, during regular business hours, and may not unreasonably interfere with Quilter’s business activities.
   2. Quilter will contribute to each audit by providing Customer or Customer’s supervisory authority with the information and assistance reasonably necessary to conduct the audit. If a third party is to conduct the audit, Quilter may object to the auditor if the auditor is, in Quilter’s reasonable opinion, not independent, a competitor of Quilter, or otherwise manifestly unsuitable. Such objection by Quilter will require the Customer to appoint another auditor or conduct the audit itself.
   3. Customer will promptly notify Quilter of any non-compliance discovered during the course of an audit and provide Quilter any audit reports generated in connection with any audit under this Section 4(c), unless prohibited by European Data Protection Laws or otherwise instructed by a supervisory authority. Customer may use the audit reports only for the purposes of meeting Customer’s regulatory audit requirements and/or confirming compliance with the requirements of this DPA.
   4. Customer shall reimburse Quilter for any time expended by Quilter and any third parties in connection with any audits or inspections under this Section 4(c) at Quilter’s then-current professional services rates, which shall be made available to Customer upon request. For clarity, Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
4. Data Protection Impact Assessments (DPIAs). Upon Customer’s written request, Quilter will provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under Applicable Data Protection Laws to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Quilter.

5. Customer’s Responsibilities. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer specifically acknowledges and agrees that its use of the Services will not violate the rights of any data subject, including those that have opted-out from sales or other disclosures of personal data, to the extent applicable under Applicable Data Protection Laws. Without limitation of Customer’s obligations under the Agreement, Customer: (a) agrees that Customer is solely responsible for its use of the Services, including (1) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Personal Data, (2) securing the account authentication credentials, systems and devices Customer uses to access the Services, (3) securing Customer’s systems and devices that Quilter uses to provide the Services, and (4) backing up Personal Data; and (b) has given all notices to, and has obtained all consents from, including where the Customer is a processor by ensuring that the ultimate controller does so, individuals to whom Personal Data pertains and all other parties as required by applicable laws or regulations for Quilter to Process Personal Data as contemplated by the Agreement.
6. Compliance with Laws & Data Subject Rights.

1. Compliance with Laws. Each party will comply with all Applicable Data Protection Laws. In particular, Customer will comply with its obligations as controller (or on behalf of controller) and Quilter will comply with its obligations as processor.
2. Personal Data Disclosures & Government Requests. Quilter will not disclose Personal Data to any third party, including any Public Authority, except: (i) as otherwise permitted under the Agreement including this DPA; or (ii) as necessary to comply with Applicable Data Protection Laws including with respect to any valid and/or binding Public Authority court order (e.g., a law enforcement subpoena). If Quilter receives a binding order from a Public Authority requesting access to or disclosure of Personal Data, Quilter will notify Customer of the request unless otherwise legally prohibited.
3. Data Subject Request Assistance. Quilter will (taking into account the nature of the Processing of Personal Data) provide Customer with assistance reasonably necessary for Customer to perform its obligations under Applicable Data Protection Laws to fulfill requests by data subjects to exercise their rights under Applicable Data Protection Laws (“Data Subject Requests”) with respect to Personal Data in Quilter’s possession or control. Where permitted under Applicable Data Protection Laws, Customer will compensate Quilter for any such assistance at Quilter’s then-current professional services rates, which will be made available to Customer upon request. 
4. Customer’s Responsibility for Requests. Quilter will not respond to a Data Subject Request itself, except where Customer authorizes Quilter to redirect the Data Subject Request as necessary to allow Customer to respond directly. If Quilter receives a Data Subject Request, Quilter will advise the data subject to submit the request to Customer and Customer will be responsible for responding to the request.

7. European & UK Data Protection Laws Specific Provisions; Changes in Laws. 

2. GDPR. Quilter will Process Personal Data in accordance with GDPR directly applicable to Quilter’s provision of its Services and as provided for in Schedules 1 and 2 hereto.

3. UK GDPR. Quilter will Process Personal Data in accordance with UK GDPR directly applicable to Quilter’s provision of its Services and as provided for in Schedule 3 hereto.
4. Changes in Applicable Data Protection Laws. Quilter shall use reasonable efforts to make available to Customer a change in the Services, or recommend a commercially reasonable change to Customer’s configuration or use of the Services, to facilitate compliance with changes in Applicable Data Protection Laws without unreasonably burdening Customer. If Quilter is unable to make available necessary changes promptly, Customer may terminate the applicable Order Form(s) and suspend the transfer of Personal Data in respect only to those Services which cannot be provided by Quilter in accordance with the changes in Applicable Data Laws by providing written notice in accordance with the “Notices” section of the Agreement. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services.

7. Subprocessors.

1. Consent to Subprocessor Engagement. Customer authorizes the following Subprocessors to Process Personal Data: (i) Quilter’s Affiliates;  and (ii) the Subprocessors set forth in Schedule 2 Annex III hereto (also located here: http://quilter.ai/subprocessors) as updated by Quilter from time to time, or such other website address as Quilter may provide to Customer from time to time) (“Subprocessor Site”).
2. Requirements for Subprocessor Engagement. When engaging any Subprocessor, Quilter will enter into a written contract with such Subprocessor containing data protection obligations not less protective than those in this DPA with respect to Personal Data to the extent applicable to the nature of the services provided by such Subprocessor.  Quilter shall be liable for all obligations under the Agreement subcontracted to, the Subprocessor or its actions and omissions related thereto.
3. Subprocessor Changes. When Quilter engages any new Subprocessor after the Effective Date of the Agreement, Quilter will update the Subprocessor Site (including the name and location of the relevant Subprocessor and the activities it will perform). This Section 7(c) will not apply with respect to GDPR but instead will be replaced by the requirements of the Standard Contractual Clauses set forth in Section 4(g) and 4(h) of Schedule 1 hereto.
4. Opportunity to Object to Subprocessor Changes. If Customer objects to such engagement in a written notice to Quilter on reasonable grounds relating to the protection of Personal Data, Customer and Quilter will work together in good faith to find a mutually acceptable resolution to address such objection. If the parties are unable to reach a mutually acceptable resolution within a reasonable timeframe, Customer may, as its sole and exclusive remedy, terminate the Agreement by providing written notice to Quilter. 

8. Return or Deletion of Personal Data. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Quilter will delete or return Customer Data within 30 days. After such 30-day period, Quilter will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
9. Miscellaneous. Except as expressly modified by the DPA, the terms of the Agreement remain in full force and effect.  In the event of any conflict or inconsistency between this DPA and the other terms of the Agreement, this DPA will govern. Notwithstanding anything in the Agreement or any order form entered in connection therewith to the contrary, the parties acknowledge and agree that Quilter’s access to Personal Data does not constitute part of the consideration exchanged by the parties in respect of the Agreement. Notwithstanding anything to the contrary in the Agreement, any notices required or permitted to be given by Quilter to Customer under this DPA may be given: (a) in accordance with any notice clause of the Agreement; (b) to Quilter’s primary points of contact with Customer; or (c) to any email provided by Customer for the purpose of providing it with Services-related communications or alerts.  Customer is solely responsible for ensuring that such email addresses are valid.

SCHEDULE 1
TRANSFER MECHANISMS FOR STANDARD CONTRACTUAL CLAUSES DATA TRANSFERS

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1. Definitions. For the purposes of this Schedules 1 and 2, these terms shall be defined as follows: 

1. "EU C-to-P Transfer Clauses" means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor).
2. "EU P-to-P Transfer Clauses" means Standard Contractual Clauses sections I, II III and IV (as applicable) to the extent they reference Module Three (Processor-to-Processor).

2. International Transfer Mechanisms. If, in the performance of the Services, Personal Data that is subject to GDPR, or any other law relating to the protection or privacy of individuals under European Data Protection Laws, is transferred to countries which do not ensure an adequate level of data protection within the meaning of the European Data Protection Laws, the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the parties to the extent such transfers are subject to the European Data Protection Laws:

1. The EU C-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Controller and a data exporter of Personal Data and Quilter is a Processor and data importer in respect of that Personal Data, then the parties shall comply with the EU C-to-P Transfer Clauses, subject to the additional terms in Schedule 1; and/or
2. The EU P-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Processor acting on behalf of a Controller and a data exporter of Personal Data and Quilter is a Processor and data importer in respect of that Personal Data, the parties shall comply with the terms of the EU P-to-P Transfer Clauses, subject to the additional terms in Schedule 1.

3. Roles. For the purposes of the EU C-to-P Transfer Clauses and the EU P-to-P Transfer Clauses, Customer is the data exporter and Quilter is the data importer and the parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P Transfer Clauses or the EU P-to-P Transfer Clauses for the transfer of Personal Data, any references to Customer in this Schedule includes such Authorized Affiliate. Where this Schedule 1 does not explicitly mention EU C-to-P Transfer Clauses or EU P-to-P Transfer Clauses it applies to both of them.
4. Standard Contractual Clauses Operative Provisions and Additional Terms.

1. Reference to the Standard Contractual Clauses. The relevant provisions contained in the Standard Contractual Clauses are incorporated by reference and are an integral part of this DPA. The information required for the purposes of the Annexes to the Standard Contractual Clauses are set out in Schedule 2.
2. Docking Clause. The option under clause 7 shall not apply.
3. Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to Quilter for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by Customer to Process Personal Data include onward transfers to a third party located outside the EEA for the purpose of the performance of the Services.
4. Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clauses 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Quilter to Customer only upon Customer's written request.
5. Security of Processing. For the purposes of clause 8.6(a), Customer is solely responsible for making an independent determination as to whether the technical and organisational measures set forth herein meet Customer’s requirements and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing of its Personal Data as well as the risks to individuals) the security measures and policies implemented and maintained by Quilter provide a level of security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal data breaches (i.e., Information Security Incidents) will be handled in accordance with Section 4(b) of this DPA.
6. Audits of the SCCs. The parties agree that the audits described in clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with Section 4(c) of this DPA.
7. General Authorization for Use of Subprocessors. Option 2 under clause 9 shall apply. The data importer has the data exporter’s general authorization for the engagement of Subprocessor(s) from those set forth in Annex III (see Schedule 2 below). The data importer shall inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors. The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

Where Quilter enters into the EU P-to-P Transfer Clauses with a Subprocessor in connection with the provision of the Services, Customer hereby grants Quilter and Quilter’s Affiliates authority to provide a general authorization on Controller's behalf for the engagement of subprocessors by Subprocessors engaged in the provision of the Services, as well as decision making and approval authority for the addition or replacement of any such subprocessors. 

8. Notification of New Subprocessors and Objection Right. Pursuant to clause 9(a), Customer acknowledges and expressly agrees that Quilter may engage new Subprocessors as described in Section 4(g) above. Quilter shall inform Customer of any changes to Subprocessors following the procedure provided for in Section 4(g) above. Customer may object to new Subprocessors as described in Section 7(d) of the DPA.
9. Redress. The option under clause 11 shall not apply. Quilter shall inform Customer if it receives a Data Subject Request with respect to Personal Data and shall without undue delay communicate the complaint or dispute to Customer. Quilter shall not otherwise have any obligation to handle the request (unless otherwise agreed with Customer). 
10. Liability. Quilter's liability under clause 12(b) shall be limited to any damage caused by its Processing where Quilter has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of Customer, as specified in Article 82 GDPR.
11. Supervision. Clause 13 shall apply as follows: 

1. Where Customer is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by Customer with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority. 
2. Where Customer is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679, 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 shall act as competent supervisory authority. 
3. Where Customer is established in the United Kingdom or falls within the territorial scope of application of UK GDPR, the Information Commissioner's Office shall act as competent supervisory authority.

12. Notification of Government Access Requests. For the purposes of clause 15(1)(a), Quilter shall notify Customer (only) and not the Data Subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the Data Subject as necessary.
13. Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either: (i) the laws of Ireland; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of the United Kingdom.
14. Choice of Forum and Jurisdiction. The courts under clause 18 shall be those designated in the Agreement. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either: (i) Ireland; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses.
15. Data Exports from the United Kingdom under the Standard Contractual Clauses. In case of any transfers of Personal Data from the United Kingdom subject exclusively to the UK GDRP, except where such Processing is subject to Schedule 3 hereto: (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference in the Applicable Data Protection Laws of the United Kingdom (i.e., UK GDPR); and (ii) any other obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or Data Subject is established shall refer to an obligation under UK GDPR.
16. Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail. 

5. Additional Terms for the EU P-to-P Transfer Clauses. For the purposes of the EU P-to-P Transfer Clauses (only), the parties agree the following:

1. Instructions and notifications. For the purposes of clause 8.1(a), Customer hereby informs Quilter that it acts as Processor under the instructions of the relevant Controller in respect of Personal Data. Customer warrants that its Processing instructions as set out in the Agreement and this DPA, including its authorizations to Quilter for the appointment of Subprocessors in accordance with this DPA, have been authorized by the relevant Controller. Customer shall be solely responsible for forwarding any notifications received from Quilter to the relevant Controller where appropriate.
2. Security of Processing. For the purposes of clause 8.6(c) and (d), Quilter shall provide notification of a personal data breach (i.e., an Information Security Incident) concerning Personal Data Processed by Quilter to Customer. 
3. Documentation and Compliance. For the purposes of clause 8.9, all enquiries from the relevant Controller shall be provided to Quilter by Customer. If Quilter receives an enquiry directly from a Controller, it shall forward the enquiry to Customer and Customer shall be solely responsible for responding to any such enquiry from the relevant Controller where appropriate. 
4. Data Subject Rights. For the purposes of clause 10 and subject to section 3 of this DPA, Quilter shall notify Customer about any request it has received directly from a Data Subject without obligation to handle it (unless otherwise agreed) but shall not notify the relevant Controller. Customer shall be solely responsible for cooperating with the relevant Controller in fulfilling the relevant obligations to respond to any such request. 

SCHEDULE 2
ANNEX I THROUGH III TO THE STANDARD CONTRACTUAL CLAUSES

This Schedule 2 contains Annex I through III to the Standard Contractual Clauses and and must be completed and signed by each party below where indicated.

ANNEX I

1. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative]

1. Name: The person that executes this DPA on behalf of the Customer 

Address: Customer’s address set forth in the Order Form

Contact person’s name, position and contact details: Those of the person that executes this DPA

Activities relevant to the data transferred under these Clauses: Controller/Processor of personal data

Signature and date: The Effective Date of the Agreement

Role (controller/processor): Controller or Processor 

Data importer(s):

1. Name: Allegro Labs, Inc. (d/b/a “Quilter”)

Address: 29315 Stonecrest Rd, Rolling Hills Estates, CA US 90275

Contact person’s name, position and contact details: Sergiy Nesterenko - Founder / CEO

Role: Processor (or Subprocessor as the case may be)

Activities relevant to the data transferred under these Clauses: Processing

2. DESCRIPTION OF THE TRANSFER

The Processing activities carried out by Quilter under the Agreement may be described as follows:

Categories of data subjects whose personal data is transferred

Customer and its Authorized Users

Categories of personal data transferred

For the Cloud Deployment Type, Categories of Personal Data chosen by a controller and issued to processor or subprocessor as the case may be via the Service. 

For the Self-Hosted Deployment Type, only to the extent provided during the provision of technical Support as requested by controller.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Solely to the extent controller chooses to transmit any such data via the Service.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous   basis).

For Processor’s Cloud Deployment Type, as determined by a controller or on its behalf as permitted under the Agreement.

For processor’s Self-Hosted Deployment Type, only to the extent provided during the provision of technical Support as requested by controller.

Nature of the processing

In order to provide Processor’s Cloud Deployment Type (i.e., a platform for automated circuit layout creation).

For processor’s Self-Hosted Deployment Type, only to the extent provided during the provision of technical Support as requested by controller.

Purpose(s) of the data transfer and further processing

For processor/subprocessor to provide the Cloud Deployment Type and/or to a controller (or on their behalf) as required under the Agreement.

For processor’s Self-Hosted Deployment Type, only to the extent provided during the provision of technical Support as requested by controller.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

For the term of the Agreement

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

For the term of the Agreement

3. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority in accordance with Clause 13 of the Standard Contractual Clauses as identified in Schedule 1 Section 4(k) of this DPA.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Quilter processes all Personal Data received from Controller under this DPA in conformity with the following technical and organizational measures:

1. Information Security Organization

1. Roles and responsibilities are defined in our Information Security Policy; the CEO reviews and approves all security controls at least annually.
2. The CEO conducts a formal risk assessment annually, updating a risk register with mitigation plans for identified threats and control gaps.
3. Security Lead and Platform Engineering track incidents, produce lessons-learned reports, and integrate findings into control improvements.

2. Personnel Security

1. All employees and contractors must acknowledge the Code of Conduct and Information Security Policy within 30 days of hire.
2. Background checks for all employees and reference checks for contractors are completed before granting access.
3. Mandatory annual security-awareness training for all staff, including role-based modules (secure-coding for developers; incident-response exercises for operations).

3. Access Controls and Asset Management

1. Role-Based Access Control enforced with quarterly certification reviews; privileged roles require MFA time-bound sessions and key-based SSH authentication.
2. All user access (logical and physical) is revoked within one business day of offboarding.
3. Production servers and databases require SSH key authentication and are accessible only by our Back-end Engineering team.
4. A centralized asset inventory—covering hardware, VMs, and data stores—tracks owners, classification tags, and approved sanitization methods.
5. All administrative actions are logged centrally and reviewed monthly; network firewalls enforce least-privilege port and protocol rules.

4. Incident Management and Business Continuity

1. Incident Response Plan defines P0–P3 severity levels, escalation paths, and annual tabletop exercises for validation.
2. Security Lead and Engineering produce lessons-learned reports after every critical incident and update procedures accordingly.
3. Business Continuity & Disaster Recovery Plan sets RTO/RPO targets, is tested annually via restore drills, and uses multi-AZ failover for critical services.
4. Automated monitoring (GuardDuty, CloudWatch, Prometheus) alerts on outages or anomalous events; hot-standby environments enable rapid failover.

5. Change Controls

1. All changes follow a documented change-management process with dual sign-off requirements.
2. Every commit triggers automated unit, integration, and security tests in CI; high-severity findings block merges.
3. Mandatory peer code reviews enforce secure-coding standards before merging into master.
4. Production deployments require separate approval from Engineering leadership.
5. Infrastructure-as-Code templates undergo static analysis and policy-as-code validation before any deployment; golden-image builds enforce baseline hardening.

6. Data and Availability Controls

1. Data Management Policy specifies classification tiers, handling rules, retention schedules, and legal hold processes.
2. Encrypted backups (AES-256) are taken routinely, stored immutably, and validated via annual restore drills in sandbox environments.
3. Centralized log collection in an immutable, access-controlled store ensures audit integrity and supports real-time alerting.
4. Data deletion requests follow a tracked IT-ticket process.
5. Services run in multi-AZ clusters with automated failover for high availability.

7. Vendor and Vulnerability Management

1. Third-Party Management Policy mandates vendor due diligence, security questionnaires, contractual clauses, and annual performance reviews.
2. Weekly authenticated vulnerability scans plus annual third-party penetration tests; critical CVEs are remediated within 14 days under defined SLAs.
3. SentinalOne EDR deployed on all workstations for real-time malware detection and automated remediation.
4. Centralized log collection with GuardDuty and Loki monitors supports continuous threat detection and response.

8. Cryptography and Key Management

1. AES-256 encryption enforced for all data at rest (databases, object storage, block volumes) and TLS 1.2+ for all in-transit communications.
2. Keys are managed in AWS KMS with automated annual rotation, strict IAM access controls, and audit logging of all operations.
3. All runtime secrets are stored in AWS Secrets Manager and Kubernetes secrets; CI pipelines enforce secret-scanning on every commit to block embedded credentials.
4. All company-issued laptops and drives use full-disk encryption under our endpoint security standards.

ANNEX III

LIST OF SUB-PROCESSORS

The Controller has authorized the use of the following Subprocessors: http://quilter.ai/subprocessors 

SCHEDULE 3
TRANSFER MECHANISMS FOR UK GDPR

1. Definitions. For the purposes of this Schedule 3, these terms shall be defined as follows: 

1. “UK GDPR IDTA” means the terms of the “International Data Transfer Agreement” (located here: https://ico.org.uk/media/for-organisations/documents/4019538/international-data-transfer-agreement.pdf) and issued pursuant to Section 119A of the Data Protection Act 2018. 
2. “UK GDPR Addendum” or “UK Addendum” means the terms of the “International Data Transfer Addendum to the European Commission’s Standard Contractual Clauses for International Data Transfers” (located here: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf) and issued pursuant to Section 119A of the Data Protection Act 2018.

2. International Transfer Mechanisms. If, in the performance of the Services, Personal Data that is subject to UK GDPR or any other law relating to the protection or privacy of individuals that applies in the United Kingdom is transferred out of the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of the European Data Protection Laws, the UK GDPR IDTA and/or UK Addendum shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the UK GDPR.
3. Appendix Information. Annex I through III, set forth in Schedule 2 to this DPA, contain Appendix Information for the UK IDTA and UK Addendum and are incorporated therein by reference.

SCHEDULE 4

UNITED STATES SCHEDULE

1. The parties acknowledge that Customer discloses Personal Data to Quilter for the limited and specified purposes set forth in the Agreement and DPA, and as instructed by Customer. 
2. Customer shall have the right to take the reasonable and appropriate steps set forth in the Agreement designed to stop and remediate unauthorized use of Personal Data.
3. Quilter will not retain, use, disclose, sell, or share the Personal Data other than providing the Services specified by Customer’s documented instructions. Quilter will not combine Personal Data with information received from, or on behalf of other entities, except to perform the purpose of providing the Services specified by Customer’s documented instructions. Quilter shall Process Personal Data in accordance with Data Protection Laws applicable to Quilter’s provision of the Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), when the Services are used according to this DPA, the Agreement, the Documentation, and the applicable Order Form. Quilter shall inform Customer if Quilter determines it is unable to meet its obligations under the CCPA.
4. The parties acknowledge that Quilter’s retention, use and disclosure of personal information authorized by Customer’s instructions documented in the DPA are integral to Quilter’s provision of the Services and the business relationship between the parties. 

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