Data Processing Agreement
This Data Processing Agreement ("DPA") forms part of the Terms of Use (or other similarly titled written or electronic agreement addressing the same subject matter) ("Agreement") between Customer (as defined in the Agreement) and BalanceFlo under which the Processor provides the Controller with the software and services (the "Services"). The Controller and the Processor are individually referred to as a "Party" and collectively as the "Parties".
The Parties seek to implement this DPA to comply with the requirements of EU GDPR in relation to Processor's processing of Personal Data as part of its obligations under the Agreement.
This DPA shall apply to Processor's processing of Personal Data, provided by the Controller as part of Processor's obligations under the Agreement.
Except as modified below, the terms of the Agreement shall remain in full force and effect.
1. Definitions
Terms not otherwise defined herein shall have the meaning given to them in the EU GDPR or the Agreement. The following terms shall have the corresponding meanings assigned to them below:
1.1. "Data Transfer" means a transfer of the Personal Data from the Controller to the Processor, or between two establishments of the Processor, or with a Sub-processor by the Processor.
1.2. "EU GDPR" means 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).
1.3. "Standard Contractual Clauses" means the contractual clauses attached hereto as Schedule 1 pursuant to the European Commission's Implementing Decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of Personal Data to processors established in third countries which do not ensure an adequate level of data protection.
1.4. "Controller" means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
1.5. "Processor" means a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.
1.6. "Sub-processor" means a processor/sub-contractor appointed by the Processor for the provision of all or parts of the Services and Processes the Personal Data as provided by the Controller.
2. Purpose of this Agreement
This DPA sets out various obligations of the Processor in relation to the Processing of Personal Data and shall be limited to the Processor's obligations under the Agreement. If there is a conflict between the provisions of the Agreement and this DPA, the provisions of this DPA shall prevail.
3. Categories of Personal Data and Data Subjects
The Controller authorizes permission to the Processor to process the Personal Data to the extent of which is determined and regulated by the Controller. The current nature of the Personal Data is specified in Annex I to Schedule 1 to this DPA.
4. Purpose of Processing
The objective of Processing of Personal Data by the Processor shall be limited to the Processor's provision of the Services to the Controller and or its Client, pursuant to the Agreement.
5. Duration of Processing
The Processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing by the Controller.
6. Data Controller's Obligations
6.1. The Data Controller shall warrant that it has all necessary rights to provide the Personal Data to the Data Processor for the Processing to be performed in relation to the agreed services.
6.2. The Data Controller shall provide all natural persons from whom it collects Personal Data with the relevant privacy notice.
6.3. The Data Controller shall request the Data Processor to purge Personal Data when required by the Data Controller or any Data Subject whom it collects Personal Data unless the Data Processor is otherwise required to retain the Personal Data by applicable law.
6.4. The Data Controller shall immediately advise the Data Processor in writing if it receives or learns of any:
- • Complaint or allegation indicating a violation of Data Privacy regarding Personal Data
- • Request from individuals seeking to access, correct, or delete Personal Data
- • Inquiry or complaint relating to the collection, processing, use, or transfer of Personal Data
- • Any regulatory request, search warrant, or other legal process seeking Personal Data
7. Data Processor's Obligations
7.1. The Processor will follow written and documented instructions received, including email, from the Controller, its affiliate, agents, or personnel, with respect to the Processing of Personal Data.
7.2. The Processing described in the Agreement and the relating documentation shall be considered as Instruction from the Controller.
7.3. At the Data Controller's request, the Data Processor will provide reasonable assistance to the Data Controller in responding to/complying with requests/directions by Data Subject in exercising their rights.
7.4. The processor shall inform the controller if, in its opinion, a processing instruction infringes applicable legislation or regulation.
7.5. The Data Processor shall assist the data controller in conducting any necessary Data Protection Impact Assessments (DPIAs), as required under GDPR.
8. Data Secrecy
To Process the Personal Data, the Processor will use personnel who are:
- • Informed of the confidential nature of the Personal Data, and
- • Perform the Services in accordance with the Agreement
The Processor will regularly train individuals having access to Personal Data in data security and data privacy in accordance with accepted industry practice and shall ensure that all the Personal Data is kept strictly confidential.
9. Audit Rights
9.1. Upon the Controller's reasonable request, the Processor will make available to the Controller, information as is reasonably necessary to demonstrate the Processor's compliance with its obligations under the EU GDPR.
9.2. When the Controller wishes to conduct the audit at Processor's site, it shall provide at least thirty (30) days' prior written notice to the Processor.
9.3. The Controller shall bear the expense of such an audit.
10. Mechanism of Data Transfers
Any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic Area (the "EEA") shall only take place in compliance as detailed in Schedule 1 to the DPA.
11. Sub-processors
The Controller acknowledges and agrees that the Processor may engage third-party Sub-processor(s) in connection with the performance of the Services. The processor shall notify the controller at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors.
12. Personal Data Breach Notification
12.1. The Processor shall maintain defined procedures in case of a Personal Data Breach and shall without undue delay notify Controller if it becomes aware of any Personal Data Breach.
12.2. The Processor shall provide the Controller with all reasonable assistance to comply with the notification of Personal Data Breach to the Supervisory Authority and/or the Data Subject.
12.3. Processor's notification of or response to a Personal Data Breach under this DPA will not be construed as an acknowledgement by Processor of any fault or liability.
13. Return and Deletion of Personal Data
13.1. The Processor shall at least thirty (30) days from the end of the Agreement return to the Controller all the Personal Data, or if the Controller so instructs, the Processor shall have the Personal Data deleted.
13.2. The Processor shall delete Personal Data including all the copies of it as soon as reasonably practicable following the end of the Agreement.
14. Technical and Organizational Measures
Having regard to the state of technological development and the cost of implementing any measures, the Processor will take appropriate technical and organizational measures against the unauthorized or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data.
Schedule 1 - Annexes
Annex I - List of Parties
Data Exporter (Controller)
Name: Customer (As set forth in the relevant Order Form)
Address: As set forth in the relevant Order Form
Activities: Recipient of the Services provided by BalanceFlo
Role: Controller
Data Importer (Processor)
Name: BalanceFlo
Address: 2 Peck Seah Street, #02-01, Air View Building, Singapore 079305
Contact: info@balanceflo.ai
Activities: Provision of Services to the Customer
Role: Processor
Description of Transfer
Categories of Data Subjects
Customer's authorized users of the Services
Categories of Personal Data
Name, Address, Date of Birth, Age, Education, Email, Gender, Image, Job, Language, Phone, Related person, Related URL, User ID, Username
Sensitive Data
No sensitive data collected
Frequency of Transfer
Continuous basis
Nature and Purpose of Processing
The provision of Services to Customer as described in the Agreement and accompanying order forms
Annex II - Technical and Organizational Measures
Security Management System
- • Designated qualified security personnel for development and maintenance of Information Security Program
- • Regular policy reviews and updates (at least annually)
- • Independent third-party risk assessments annually
- • ISO/IEC 27001:2022 compliant information security management system
Personnel Security
- • Background checks on employees with access to client data
- • Written confidentiality agreements at time of hire
- • Regular privacy and security training
- • Additional certifications for personnel handling Customer Personal Data
Access Controls
- • Multi-Factor authentication system
- • "Least privileged" and "need to know" access principles
- • Regular access reviews and audit trails
- • Strong password policies following industry standards
Data Center and Network Security
- • Cloud infrastructure with multi-availability zones
- • Regular backup restoration testing
- • Hardened servers for application environment
- • HTTPS encryption (SSL/TLS) for data in transit
- • Virtual firewalls and intrusion detection systems
Annex III - List of Sub-Processors
| Sub-Processor | Description of Processing | Location |
|---|---|---|
| Google Cloud Platform | Hosting part of the Production Environment | Singapore |
| Amazon Web Service | Hosting part of the Production Environment | Singapore |
| Railway | Hosting part of the Production Environment | Singapore |