Effective Date: April 1, 2023
Last Updated on: October 27, 2023
This Data Processing Agreement (the “DPA”) constitutes a legally binding agreement between You
and Us. You are required to read this DPA carefully as this DPA forms an integral part of the terms of
use available at https://www.drivetrain.ai/terms (the “Terms") and is applicable where We are the
Processors of Your Personal Data.
1. Definitions
Terms not specifically defined herein shall have the meaning ascribed thereto in the Terms.
In this DPA, the following terms shall have the following meanings:
1.1 “CCPA” shall mean the California Consumer Privacy Act of 2018.
1.2 “Data Protection Laws” shall mean the data protection laws of the country in
which You are established and any data protection laws applicable to You in connection
with the Terms, including but not limited to (a) laws and regulations applicable to the
GDPR, (b) in respect of the UK, the GDPR as saved into United Kingdom by virtue of
section 3 of the United Kingdom European Union (Withdrawal) Act 2018 (“UK GDPR”)
and the Data Protection Act, 2019 (c) the Swiss Federal Data Protection Act and its
implementing regulations (“Swiss DPA”) in each case, as may be amended, superseded or
replaced.
1.3 “GDPR” shall mean 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).
1.4 “Personal Data” shall mean any information relating to an identified or
identifiable natural person processed by Us as part of providing the Service(s) to You as
described in an Appendix.
1.5 “Restricted Transfer” means: (i) where the GDPR applies, a transfer of Personal
Data from the EEA to a country outside the EEA which is not subject to an adequacy
determination by the European Commission; (ii) where the UK GDPR applies, a transfer of
Personal Data from the UK to any other country which is not based on adequacy regulations
pursuant to Section 17A of the Data Protection Act 2018; and (iii) where the Swiss DPA
applies, a transfer of Personal Data to a country outside of Switzerland which is not included
on the list of adequate jurisdictions published by the Swiss Federal Data Protection and
Information Commissioner.
1.6 “Standard Contractual Clauses” or “SCCs” means (i) where the GDPR applies,
the standard contractual clauses as approved by the European Commission (Implementing
Decision (EU) 2021/914 of 04 June 2021) Implementing Decision (EU) 2021/914 of 04
June 2021) and available at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914
(“EU SCCs”); (ii) where the UK GDPR applies, the International Data Transfer Addendum to
the EU SCCs issued by the UK Information Commissioner, Version B1.0, in force from 21 March 2022
set forth as Appendix IV (“UK SCCs”) and (iii) where the Swiss DPA applies, the applicable standard
data protection clauses issued, approved or recognized by the Swiss Federal Data Protection
and Information Commissioner (the “Swiss SCCs”) (in each case, as updated, amended or
superseded from time to time).
1.7 “Sensitive Personal Information” means information that relates to an individual’s
racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union
membership, genetic data, biometric data for the purpose of uniquely identifying a natural
person, data concerning health, or data concerning a natural person's sex life or sexual
orientation. It also includes information about an individual's criminal offences or
convictions, as well as any other information deemed sensitive under applicable data
protection laws.
1.8 “Controller”, “Data Subject”, “Personal Data Breach”, “Processor” and “Process”
shall have the meaning given to them in the GDPR.
2. Scope and Responsibilities
2.1 This DPA applies to Processing of Personal Data forming a part of the Customer Data.
2.2 We shall Process Personal Data only on Your behalf and at all times only in accordance
with this DPA, especially the respective Appendix. For the avoidance of doubt, We shall be
the Processor and You shall be the Controller of the Personal Data.
2.3 Within the scope of the Terms, each party shall be responsible for complying with its
respective obligations as Controller and Processor under Data Protection Laws.
3. Term and Termination
3.1 This DPA becomes effective upon You subscribing to the Service(s) by agreeing to the
Terms. It shall continue to be in full force and effect as long as We are Processing Personal
Data pursuant to the Terms and shall terminate automatically thereafter.
3.2 Where amendments are required to ensure compliance of this DPA or an Appendix with
Data Protection Laws, the Parties shall make reasonable efforts to agree on such
amendments upon Your request. Where the Parties are unable to agree upon such
amendments, either Party may terminate the Terms in accordance with the termination
procedure contained therein.
4. Processing Instructions
4.1 We will Process Personal Data in accordance with Your instructions. This DPA contains
Your initial instructions to Us. The Parties agree that You may communicate any change in
Your initial instructions to Us by way of amendment to this DPA, which shall be signed by
the Parties.
4.2 For the avoidance of doubt, any instructions that would lead to Processing outside the scope
of this DPA (e.g. because a new Processing purpose is introduced) will require a prior
agreement between the Parties.
4.3 We shall without undue delay inform You in writing if, in Our opinion, an instruction
infringes Data Protection Laws, and provide a detailed explanation of the reasons for its
opinion in writing.
5. Processor Personnel
We will restrict Our personnel from Processing Personal Data without authorization. We
will impose appropriate contractual obligations upon its personnel, including relevant
obligations regarding confidentiality, data protection and data security.
6. Disclosure to Third Parties; Data Subjects Rights
6.1 We will not disclose Personal Data to any government agency, court, or law enforcement
except with Your written consent or as necessary to comply with applicable mandatory
laws. If We are obliged to disclose Personal Data to a law enforcement agency, then We
agree to give You reasonable notice of the access request prior to granting such access, to
allow You to seek a protective order or other appropriate remedy. If such notice is legally
prohibited, We will take reasonable measures to protect the Personal Data from undue
disclosure as if it were Our own confidential information being requested and shall inform
You promptly as soon as possible if and when such legal prohibition ceases to apply.
6.2 In case You receive any request or communication from Data Subjects which relate to the
Processing of Personal Data ("Request"), We shall reasonably provide You with full
cooperation, information and assistance ("Assistance") in relation to any such Request
where instructed by You.
6.3 Where We receive a Request, We shall (i) not directly respond to such Request, (ii) forward
the Request to You within five (5) business days of identifying the Request as being related
to You and (iii) provide Assistance according to further instructions from You.
7. Technical and Organizational Measures
7.1 We shall implement and maintain appropriate technical and organizational security
measures to ensure that Personal Data is Processed according to this DPA, to provide
assistance and to protect Personal Data against a Personal Data Breach ("TOMs") as
specified in Appendix II hereto.
8. Assistance with Data Protection Impact Assessment
8.1 Where a Data Protection Impact Assessment ("DPIA") is required under applicable Data
Protection Laws for the Processing of Personal Data, We shall provide upon request to You
any information and assistance reasonably required for the DPIA including assistance for
any communication with data protection authorities, where required, unless the requested
information or assistance is not pertaining to Our obligations under this DPA.
8.2 You shall pay Us reasonable charges for providing the assistance in clause 8, to the extent
that such assistance cannot be reasonably accommodated within the normal provision of the
Service(s).
9. Information Rights and Audit
9.1 We shall, in accordance with Data Protection Laws, make available to You on request in a
timely manner such information as is necessary to demonstrate compliance by Us with Our
obligations under the Data Protection Laws.
9.2 We shall, upon reasonable notice, allow for and contribute to audits of Our Processing of
Personal Data, as well as the TOMs (including data Processing systems, policies, procedures
and records), during regular business hours and with minimal interruption to Our business
operations. Such audits shall be conducted by You, Your affiliates or an independent third
party on Your behalf (which will not be a competitor of Us) that is subject to reasonable
confidentiality obligations.
9.3 You shall pay Us reasonable costs of allowing or contributing to audits or inspections in
accordance with clause 9.2 where You wish to conduct more than one audit or inspection
every twelve (12) months. We will immediately refer to You any requests received from
national data protection authorities that relate to Our Processing of Personal Data.
9.4 We undertake to reasonably cooperate with You in Your dealings with national data
protection authorities and with any audit requests received from national data protection
authorities.
10. Personal Data Breach Notification
In respect of any Personal Data Breach (actual or reasonably suspected), We shall:
10.1 notify You of a Personal Data Breach involving Us or a subcontractor without undue delay
and it shall be Your responsibility to inform the supervisory authority of such breach within
seventy-two (72) hours of notice by Us;
10.2 provide reasonable information, cooperation and assistance to You in relation to any action
to be taken in response to a Personal Data Breach under Data Protection Laws, including
regarding any communication of the Personal Data Breach to Data Subjects and national
data protection authorities.
11. Subcontracting
11.1 You consent to Us engaging third party sub-processors as indicated in Appendix 1 to
Process Personal Data to fulfil Our obligations under the Terms provided that, We will
provide at least fifteen (15) days’ notice to Your account administrator prior to the
appointment or replacement of any sub-processor. You may object to Our appointment or
replacement of a sub-processor prior to their appointment or replacement, provided such
objection is based on reasonable grounds relating to data protection. In such an event, We
will either not appoint or replace the sub-processor or, if this is not possible, You or Us may
suspend or terminate the Service(s) (without prejudice to any fees incurred by You prior to
such suspension or termination).
11.2 Where We, with Your consent, subcontracts its obligations and rights under this DPA We
shall do so only by way of a binding written contract with the sub-processor which imposes
essentially the same obligations according to Art. 28 GDPR especially with regard to
instructions and TOMs on the sub-processor as are imposed on Us under this DPA.
11.3 Where the sub-processor fails to fulfil its data protection obligations under the
subcontracting agreement, We shall remain fully liable to You for the fulfilment of Our
obligations under this DPA and for the performance of the sub-processor's obligations.
12. International Data Transfers
12.1 The Parties agree that when the transfer of Personal Data from You to Us is a Restricted
Transfer and applicable Data Protection Laws require that appropriate safeguards are put in
place, such transfer shall be subject to the appropriate Standard Contractual Clauses, which
shall be deemed incorporated into and form part of this DPA as follows:
a. In relation to transfers of Personal Data originating from the EEA and subject to the
GDPR, the EU SCCs shall apply, completed as follows:
i. Module 2 (Controller to Processor) shall apply where You are a Controller and We are a Processor;
ii. in Clause 7, the optional docking clause will apply;
iii. in Clause 11, the optional language will not apply;
iv. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
v. in Clause 18(b), disputes shall be resolved before the courts of Ireland;
vi. Annex I of the EU SCCs shall be deemed completed with the information set out in Appendix I to this DPA;
vii. Annex II of the EU SCCs shall be deemed completed with the information set out in Appendix II to this DPA; and
viii. Annex III of the EU SCCs shall be deemed completed with the information set out in Appendix III to this DPA
b. In relation to transfers of Personal Data originating Switzerland and subject to the Swiss DPA,
the EU SCCs as implemented under sub-paragraph (a) above will apply with the following
modifications and constitute the Swiss SCCs:
i. references to Regulation (EU) 2016/679; shall be interpreted as references to the Swiss DPA;
ii. references to specific Articles of Regulation (EU) 2016/679; shall be replaced
with the equivalent section of the Swiss DPA;
iii. references to “EU”, “Union”, “Member State”, and “Member State law” shall
be replaced with references to “Switzerland” or “Swiss law”;
iv. the term “member state” shall not be interpreted in such a way as to exclude
data subjects in Switzerland from the possibility of suing for their rights in their
place of habitual residence (i.e., Switzerland);
v. Clause 13(a) and Part C of Annex I are not used and the “competent
supervisory” is the Swiss Federal Data Protection Information Commissioner;
vi. references to the “competent supervisory authority” and “competent courts”
shall be replaced with references to the “Swiss Federal Data Protection
Information Commissioner” and “applicable courts of Switzerland”;
vii. in Clause 17, the Standard Contractual Clauses shall be governed by the laws of
Switzerland; and
viii. Clause 18(b) shall state that disputes shall be resolved before the applicable
courts of Switzerland.
ix. Annex I of the Swiss SCCs shall be deemed completed with the information set
out in Appendix I to this DPA;
x. Annex II of the Swiss SCCs shall be deemed completed with the information
set out in Appendix II to this DPA; and
xi. Annex III of the Swiss SCCs shall be deemed completed with the information
set out in Appendix III to this DPA
c. In relation to transfers of Personal Data originating from the UK and subject to the UK
GDPR, the UK SCCs shall apply.
12.2 For the purposes of descriptions in the SCCs, You agree that You are the “data exporter”
and We are the “data importer”.
12.3 The Parties agree that if the Standard Contractual Clauses are replaced, amended or no
longer recognized as valid under Data Protection Laws, or if a Supervisory Authority and/or
Data Protection Laws requires the adoption of an alternative transfer solution, the data
exporter and data importer will: (i) promptly take such steps requested including putting an
alternative transfer mechanism in place to ensure the processing continues to comply with
Data Protection Laws; or (ii) cease the transfer of Personal Data and at the data exporter’s
option, delete or return the Personal Data to the data exporter.
13. Deletion or Return of Personal Data
Upon termination of Your Account, We may delete all Customer Data, including Personal
Data in accordance with the procedure set forth in the Terms. This requirement shall not
apply to the extent that We are permitted by applicable law to retain some or all of the
Personal Data, in which event We shall isolate and protect the Personal Data from any
further processing except to the extent as required by such law.
14. CCPA Undertaking
You acknowledge and agree that You are the Business and We are the Service Provider with
respect to any Personal Information of Consumers (as those terms are understood under the
CCPA) forming part of Your Data. We will not sell, retain, use, or disclose Personal
Information of Consumers that We processes on Your behalf when providing the Service(s)
under the Terms for any purpose other than for the specific purpose of providing the
Service(s) in accordance with the Terms and as part of the direct relationship between Us
and You. We certify that We understand the restrictions in this clause 14 and will comply
with such restrictions.
15. Miscellaneous
15.1 In case of any conflict, the provisions of this DPA shall take precedence over the Terms or
provisions of any other agreement with Us. In case of any conflict between the DPA and the
SCCs, the SCCs shall take precedence over the provisions of the rest of the DPA.
15.2 No Party shall receive any remuneration for performing its obligations under this DPA
except as explicitly set out herein or in another agreement.
15.3 Where this DPA requires a “written notice” such notice can also be communicated per email
to the other Party. Notices shall be sent to the contact persons set out in Appendix 1.
15.4 Any supplementary agreements or amendments to this DPA must be made in writing and
signed by both Parties.
15.5 Should individual provisions of this DPA become void, invalid or non-viable, this shall not
affect the validity of the remaining conditions of this DPA.
The following Appendices forms an integral part of this DPA:
A. LIST OF PARTIES UNDER THE SCCS
Data exporter(s): The Data Exporter is the entity that has subscribed to the Terms and their
contact details are as provided by them while subscribing to the Terms.
Signature & Date: By entering into the Agreement, Data Exporter is deemed to have signed
these SCCs incorporated herein, including their Annexes, as of the Effective Date of the
Agreement.
Role: Controller
Data importer(s):
Name : Drivetrain AI, Inc.
Address : 919 N Market Street, Suite # 950, Wilmington, DE 19801, USA
Contact person’s name, position and contact details :
Name: Alok Goel
Email: alokg@drivetrain.ai
Activities relevant to the data transferred under these Clauses : As specified in Part B.
Signature and data : By entering into the Agreement, Data Importer is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
Role (Controller / Processor) : Processor
The controller and the data protection officer:
Name and contact information for the controller and the data protection officer Controller in terms of the General Data Protection Regulation (GDPR) is
Rickert Rechtsanwaltsgesellschaft m.b.H.
(hereinafter: Law Firm)
Colmantstraße 15, 53115 Bonn, Germany
Email: info@rickert.law
Phone: +49 (0)228 74 898 0
Fax: +49 (0)228 74 898 66
Our data protection officer can also be contacted by email at datenschutz@rickert.net or postal mail under the above address with the reference “Data Protection Officer”.
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Unless provided otherwise by the data exporter, transferred Personal Data relates to the following
categories of Data Subjects: employees, contractors, business partners or other individuals having
Personal Data stored, transmitted to, made available to, accessed or otherwise processed by the
data importer.
Categories of personal data transferred
The transferred Personal Data concerns the following categories of data:
Customer determines the categories of data and/or data fields which could be transferred per Our
Service(s) as stated in the relevant Agreement. The transferred Personal Data typically relates to
the following categories of data: name, phone numbers, e-mail address, address data, system
access / usage / authorization data, company name, contract data, invoice data, plus any
application-specific data transferred by authorised personnel.
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.
No Sensitive Personal Information transferred. The data exporter shall not disclose (and shall not
permit any individual to disclose) any Sensitive Personal Data to the data importer for processing.
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous
basis)
Data is transferred on a continuous basis
Nature of the processing
Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available,
alignment or combination, restriction, erasure or destruction of data (whether or not by automated
means).
Purpose(s) of the data transfer and further processing
Personal Data is transferred in the course of access and use of the data exporter’s Service(s) so
that the data importer may provide, support, maintain and improve the Service(s).
The data importer may further transfer personal data to third-party service providers that host and
maintain the data importer’s applications, backup, storage, payment processing, analytics and
other services as specified in the section on sub-processors below. These third-party service
providers may have access to or process personal data for the purpose of providing these services
to the data importer.
The period for which the personal data will be retained, or, if that is not possible, the criteria
used to determine that period
Upon termination or expiry of the Terms, We shall delete all Customer Data including Personal
Data in accordance with the procedure contained in the Terms. This requirement shall not apply
to the extent that We are required by applicable law to retain some or all of the Personal Data, in
which event We shall isolate and protect the Personal Data from any further processing except to
the extent required by such law.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the
processing
C. COMPETENT SUPERVISORY AUTHORITY
In respect of the SCCs:
Module 2: Transfer Controller to Processor
Where Customer is the data exporter, the supervisory authority shall be the competent supervisory
authority that has supervision over the Customer in accordance with Clause 13 of the SCCs.
We have implemented and shall maintain a security program in accordance with industry
standards. We have implemented and will maintain appropriate TOMS to protect Service Data
from a Personal Data Breach. Reach out to us at security@drivetrain.ai for our security policy
document.
As set out in Part B to Appendix I.
This UK SCCs shall stand included as an addendum to the EU SCCs set implemented under Clause
12.1 (a) of this DPA.
Part 1: Tables
For data transfers from the United Kingdom that are subject to the UK SCCs, the UK SCCs will be
deemed entered into (and incorporated into this Data Processing Addendum by this reference) and
completed as follows:
(a) In Table 1 of the UK SCCs, the Parties’ details and key contact information shall be as set
forth in Schedule A.A.
(b) In Table 2 of the UK SCCs, information about the version of the Approved EU SCCs,
modules and selected clauses which this UK SCC is appended to shall be as set forth in Clauses 11.1
and 12.1(a)(i), (ii), (iii), (iv) of this DPA.
(c) In Table 3 of the UK SCCs:
i Annex 1A: List of Parties: Parties are as set forth in Appendix I.A.
ii Annex 1B: Description of Transfer: Description of Transfer is as set forth in Appendix I.B.
iii Annex II: Technical and organisational measures including technical and organisational
measures to ensure the security of the data: TOMs are as set forth in Appendix II.
iv Annex III: List of Sub processors: Sub processors are as set forth in Appendix I.B.
(d) In Table 4 of the UK SCCs, both the data importer and the data exporter may end the UK
SCCs in accordance with the terms of the UK SCCs.
Part 2: Mandatory Clauses
Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the
ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2
February 2022, as it is revised under Section 18 of those Mandatory Clauses.
