Data Privacy Addendum

This Data Protection Addendum ("Addendum"), dated 1st December 2023, and effective as of the Addendum Effect Date (as defined below), forms part of the Terms of Service ("Terms") between (i) Lingual Consultancy Services Pvt. Ltd. and (ii) Registered Users each being a “Party” and together the “Parties”.

The Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Terms and references in this Addendum to the Terms are to the Terms as amended by, and including, this Addendum.

Definitions

In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

• "Addendum Effective Date"has the meaning given to it in section 2;
• "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Client or Registered Users (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
• "Client Personal Data" means any Personal Data Processed by Lingual Consultancy Services Pvt. Ltd. (i) on behalf of Client (including for the sake of clarity, any Client Affiliate), or (ii) otherwise Processed by Lingual Consultancy Services Pvt. Ltd., in each case pursuant to or in connection with instructions given by Client in writing, consistent with the Terms;
• "Controller to Processo s" means the Standard Contractual Clauses (processors) for the purposes of Article 26(2) of Directive 95/46/EC set out in Decision 2010/87/EC as the same are revised or updated from time to time by the European Commission;
• "Data Protection Laws" means (i) Directive 95/46/EC and, from May 25, 2018, Regulation (EU) 2016/679 ("GDPR") together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons, and (ii) to the extent not included in sub-clause (i), the Data Protection Act 1998 of the United Kingdom, as amended from time to time, and including any substantially similar legislation that replaces the DPA 1998;
• "Privacy Shield" means the EU-US Privacy Shield Framework; and
• "Services" means the services to be supplied by Lingual Consultancy Services. Pvt. Ltd. to Client or Client Affiliates pursuant to the Terms.

The terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor" and "Supervisory Authority” have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly.

Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Terms.

Formation of this Addendum

This Addendum is deemed agreed by the Parties, and comes into effect, on the “Date of Registration”, being the later of (i) the date that this Addendum is accepted by Client; and (ii) Lingual Consultancy Services. Pvt. Ltd.

Roles of the Parties

The Parties acknowledge and agree that with regard to the Processing of Client Personal Data, and as more fully described in Annex 1 hereto, Client acts as a Controller and Lingual Consultancy Services. Pvt. Ltd. acts as a Processor (as defined in section 5.2.4 below).

The Parties expressly agree that Client shall be solely responsible for ensuring timely communications to Client’s Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable Client’s Affiliates or the relevant Controller(s) to comply with such Laws.

Description of Personal Data Processing

In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the details of the Processing of the Client Personal Data to be Processed by Lingual Consultancy Services. Pvt. Ltd. pursuant to this Addendum, as required by Article 28(3) of the GDPR. Either Party may make reasonable amendments to Annex 1 by written notice to the other Party and as reasonably necessary to meet those requirements. Annex 1 does not create any obligation or rights for any Party.

Data Processing Terms

Client shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum. As between the Parties, Client shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to Lingual Consultancy Services. Pvt. Ltd. of Client Personal Data. Client agrees to provide prior information to Lingual Consultancy Services. Pvt. Ltd. with any data concerning a natural person’s health, religion or any special categories of data.

Lingual Consultancy Services. Pvt. Ltd. shall comply with all applicable Data Protection Laws in the Processing of Client Personal Data and Lingual Consultancy Services. Pvt. Ltd. shall.

process the Client Personal Data relating to the categories of Data Subjects for the purposes of the Terms and for the specific purposes in each case as set out in Annex 1 to this Addendum and otherwise solely on the documented instructions of Client, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Terms including with regard to transfers of Client Personal Data to a third country outside to an international organization; Lingual Consultancy Services. Pvt. Ltd. shall immediately inform the Client if, in Lingual Consultancy Services. Pvt. Ltd.’s opinion, an instruction infringes applicable Data Protection Laws.

Ensure that persons authorized to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Implement and maintain the technical and organizational measures set out in the Terms and, 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, implement any further appropriate technical and organizational measures necessary to ensure a level of security appropriate to the risk of the Processing of Client Personal Data as per following:

1. Pseudonymization and encryption of Client Personal Data.
2. Restoring availability and access to Client Personal Data in a timely manner in the event of a physical or technical incident.
3. Regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Client Personal Data.
4. Ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services that process Client Personal Data.

Any amendment to such agreed measures that is necessitated by Client shall be dealt with via an agreed change control process between Lingual Consultancy Services. Pvt. Ltd. and Client.