DPA - Unduit

Data Processing Agreement

Effective as of February 10, 2026

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 Unduit LLC (“Processor”) 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 applicable Data Protection Laws (defined hereunder) in relation to Processor’s processing of Personal Data (as defined under the EU GDPR) 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 applicable Data Protection Laws 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. “UK GDPR” means the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation, as defined by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019, as amended.

1.4. “Data Protection Laws” means the EU GDPR, UK GDPR, the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (“CCPA”), and any other applicable data protection or privacy legislation in any relevant jurisdiction.

1.5. “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.

1.6. “UK International Data Transfer Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner under Section 119A(1) of the Data Protection Act 2018.

1.7. “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.

1.8. “Processor” means a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.

1.9. “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. To the extent required by Data Protection Laws, Data Controller is responsible for ensuring that it provides such Personal Data to Data Processor based on an appropriate legal basis allowing lawful processing activities, including any necessary Data Subject consents to this Processing are obtained, and for ensuring that a record of such consents is maintained. Should such consent be revoked by the Data Subject, the Data Controller is responsible for communicating the fact of such revocation to the Data Processor.

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 from 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:

6.4.1. Complaint or allegation indicating a violation of Data Protection Laws regarding Personal Data;

6.4.2. Request from one or more individuals seeking to access, correct, or delete Personal Data;

6.4.3. Inquiry or complaint from one or more individuals relating to the collection, processing, use, or transfer of Personal Data; and

6.4.4. Any regulatory request, search warrant, or other legal, regulatory, administrative, or governmental 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 (each, an “Instruction”).

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 Subjects in exercising their rights or of the applicable regulatory authorities regarding Data Processor’s Processing of Personal Data.

7.4. The Data Controller shall be responsible for obtaining consent (where necessary) and/or providing notice to the Data Subject in accordance with Data Protection Laws. The Data Processor shall provide reasonable assistance to the Data Controller in fulfilling these obligations where such assistance relates to the Processor’s processing activities under the Agreement.

7.5. Where shared Personal Data is transferred outside the Data Processor’s territorial boundaries, the transferor shall ensure that the recipient of such data is under contractual obligations to protect such Personal Data to the same or higher standards as those imposed under this Addendum and the Data Protection Laws.

7.6. The Processor shall inform the Controller if, in its opinion, a processing instruction infringes applicable legislation or regulation.

7.7. As a Data Processor, taking into account the nature of the processing and the information available to the Data Processor, the Data Processor shall assist the Data Controller in conducting any necessary Data Protection Impact Assessments (DPIAs), as required under applicable Data Protection Laws.

8. Data Secrecy

8.1. To Process the Personal Data, the Processor will use personnel who are:

8.1.1. Informed of the confidential nature of the Personal Data, and

8.1.2. Perform the Services in accordance with the Agreement.

8.2. 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.

8.3. The Processor will maintain appropriate technical and organizational measures for protection of the security, confidentiality, and integrity of the Personal Data as per the specifications as per the standards mutually agreed in writing by the Parties.

9. Audit Rights

9.1. Upon Controller’s reasonable request, the Processor will make available to the Controller, information as is reasonably necessary to demonstrate Processor’s compliance with its obligations under applicable Data Protection Laws in respect of its Processing of the Personal Data.

9.2. When the Controller wishes to conduct the audit (by itself or through a representative) at Processor’s site, it shall provide at least thirty (30) days’ prior written notice to the Processor; the Processor will provide reasonable cooperation and assistance in relation to audits, including inspections, conducted by the Controller or its representative.

9.3. The Controller shall bear the expense of such an audit.

10. Mechanism of Data Transfers

10.1 Any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic Area (the “EEA”) or the United Kingdom shall only take place in compliance as detailed in Schedule 1 to the DPA. For transfers from the EEA, the Standard Contractual Clauses shall apply. For transfers from the United Kingdom, the UK International Data Transfer Addendum shall apply. Where such clauses have not been executed at the same time as this DPA, the Processor shall not unduly withhold the execution of such clauses, where the transfer of Personal Data outside of the EEA or United Kingdom is required for the performance of the Agreement.

10.2 By executing this DPA, the Controller is deemed to have executed the Standard Contractual Clauses (Module 2: Controller to Processor) and, where applicable, the UK International Data Transfer Addendum, which are incorporated herein by reference. The Annexes to this DPA (Annex I, II, and III) shall serve as the corresponding annexes to the Standard Contractual Clauses. The full text of the Standard Contractual Clauses and the UK International Data Transfer Addendum is available upon request from [email protected]

11. Sub-processors

11.1. The Controller acknowledges and agrees that the Processor may engage third-party Sub-processor(s) in connection with the performance of the Services, provided such Sub-processor(s) take technical and organizational measures to ensure confidentiality of Personal Data shared with them. The current Sub-processors engaged by the Processor and approved by the Controller are listed in Annex III of Schedule 1 hereto. The Processor shall notify the Controller at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors listed in Annex III by emailing notice of the intended change to the Controller’s designated contact as set forth in the Agreement or relevant Order Form. In accordance with Article 28(4) of the GDPR, the Processor shall remain liable to Controller for any failure on behalf of a Sub-processor to fulfil its data protection obligations under the DPA in connection with the performance of the Services.

11.2. If the Controller has a concern that the Sub-processor(s) Processing of Personal Data is reasonably likely to cause the Controller to breach its data protection obligations under applicable Data Protection Laws, the Controller may object to Processor’s use of such Sub-processor and the Processor and Controller shall confer in good faith to address such concern.

12. Personal Data Breach Notification

12.1. The Processor shall maintain defined procedures in case of a Personal Data Breach (as defined under the GDPR) and shall without undue delay, and in any event within seventy-two (72) hours of becoming aware, notify Controller if it becomes aware of any Personal Data Breach, unless such Data Breach is unlikely to result in a risk to the rights and freedoms of natural persons.

12.2. The Processor shall provide the Controller with all reasonable assistance to comply with the notification of Personal Data Breach to Supervisory Authority and/or the Data Subject, to identify the cause of such Data Breach and take such commercially reasonable steps as reasonably required to mitigate and remedy such Data Breach.

12.3. No Acknowledgement of Fault by Processor. 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 with respect to the data incident.

13. Return and Deletion of Personal Data

13.1. Within thirty (30) days from the end of the Agreement or cessation of the Processor’s Services under the Agreement, whichever occurs earlier, the Processor shall return to the Controller all the Personal Data, or if the Controller so instructs, the Processor shall have the Personal Data deleted. The Processor shall return such Personal Data in a commonly used format or in the current format in which it was stored at the discretion of the Controller, as soon as reasonably practicable following receipt of Controller’s notification.

13.2. In any case, 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 to ensure a level of security appropriate to: (a) the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage; and (b) the nature of the data to be protected [including the measures stated in Annex II of Schedule 1].

15. Limitation of Liability

15.1. Each Party’s liability arising out of or related to this DPA, whether in contract, tort, or under any other theory of liability, shall be subject to the limitations and exclusions of liability set forth in the Agreement, and any reference in the Agreement to the liability of a Party means the aggregate liability of that Party under both the Agreement and this DPA.

15.2. For the avoidance of doubt, in no event shall either Party’s aggregate liability under this DPA exceed the total amounts paid or payable by the Controller to the Processor under the Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

16. Indemnification

16.1. The Controller shall indemnify, defend, and hold harmless the Processor from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with: (a) the Controller’s breach of its obligations under this DPA or applicable Data Protection Laws; (b) any processing instruction provided by the Controller that infringes applicable Data Protection Laws; or (c) any claim by a Data Subject arising from the Controller’s failure to obtain necessary consents or provide required notices.

16.2. The Processor shall indemnify, defend, and hold harmless the Controller from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with the Processor’s breach of its obligations under this DPA.

17. CCPA Service Provider Provisions

To the extent that the CCPA applies to the Processing of Personal Data under this DPA:

17.1. The Processor shall act as a “service provider” as defined under the CCPA and shall process Personal Data only for the specific business purposes set forth in the Agreement.

17.2. The Processor shall not sell or share (as those terms are defined under the CCPA) any Personal Data provided by the Controller.

17.3. The Processor shall not retain, use, or disclose Personal Data for any purpose other than for the business purposes specified in the Agreement, including retaining, using, or disclosing Personal Data for a commercial purpose other than providing the Services.

17.4. The Processor shall not combine Personal Data received from the Controller with personal information that it receives from or on behalf of another person or persons, or collects from its own interaction with the consumer, except as expressly permitted by the CCPA.

17.5. The Processor hereby certifies that it understands and will comply with the restrictions set forth in this Section 17.

17.6. The Processor shall provide reasonable assistance to the Controller in responding to verifiable consumer requests under the CCPA.

18. Governing Law and Jurisdiction

This DPA shall be governed by and construed in accordance with the governing law provisions of the Agreement. In the event of any dispute arising out of or in connection with this DPA, the dispute resolution provisions of the Agreement shall apply.

SCHEDULE 1

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

Name: Customer (as set forth in the relevant Order Form).
Address: As set forth in the relevant Order Form.
Contact person’s name, position, and contact details: As set forth in the relevant Order Form.
Activities relevant to the data transferred under these Clauses: Recipient of the Services provided by Unduit LLC in accordance with the Agreement.
Signature and date: Signature and date are set out in the Agreement.
Role (Controller/Processor): Controller

Data importer(s):

Name: Unduit LLC
Address: 5400 Patton Dr Ste 1, Lisle, IL 60532, US
Contact person’s name, position, and contact details: [email protected]
Activities relevant to the data transferred under these Clauses: Provision of the Services to the Customer in accordance with the Agreement.
Signature and date: Signature and date are set out in the Agreement.
Role (Controller/Processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred:

Customer’s authorized users and account administrators of the Asset Management Platform; Customer’s employees whose personal data is provided for asset recovery, refresh, deployment, and related IT asset lifecycle management services.

Categories of personal data transferred:

Name (First and Last Name)
Email address (company assigned email)
Phone number
Billing address
Shipping address
Employee ID and department information
Cost center and organizational unit assignments
Device and asset identifiers (serial numbers, IMEI, asset IDs, model numbers)
Hardware specifications (processor, RAM, storage, condition)
IP address, browser type, device type, and session data (collected automatically through platform usage)
Data imported from integrated third-party systems (HRIS, MDM, ticketing platforms) as configured by the Controller

Sensitive data transferred (if applicable) and applied restrictions or safeguards:

No sensitive data (as defined under Article 9 of the EU GDPR) is intentionally collected or transferred. If the Controller inadvertently provides sensitive data, the Processor shall notify the Controller promptly.

The frequency of the transfer:

Continuous basis during the term of the Agreement.

Nature of the processing:

Provision of IT Asset Lifecycle Management services via SaaS platform, including customer account management, tenant attribution, billing operations, customer support, service delivery communications, asset recovery and deployment logistics, device grading and valuation, and integration with third-party systems as configured by the Controller.

Purpose(s) of the data transfer and further processing:

Attribution of platform tenant to customer point of contact
Customer support and service delivery
Billing and payment processing
Service-related communications
Asset recovery, refresh, deployment, and logistics coordination
Device inventory management, grading, and valuation
Reporting and analytics as requested by the Controller

The period for which the personal data will be retained:

As specified in Unduit’s Privacy Policy and the Agreement. Account information is retained for the duration of the active account plus 30 days after closure. Transaction and financial records are retained for 7 years for financial, tax, and legal compliance. Employee recovery data is retained for the duration of the recovery campaign plus 90 days.

For transfers to sub-processors:

Subject matter: Provision of infrastructure, payment processing, SMS communications, shipping logistics, and product analytics as necessary to deliver the Services.

Nature: Processing of Customer Personal Data by Sub-processors listed in Annex III solely for the purpose of enabling Unduit to provide the Services.

Duration: For the term of the Agreement and up to 90 days following termination for data return/deletion.

C. COMPETENT SUPERVISORY AUTHORITY

Where the Data exporter is established in an EEA country, the competent supervisory authority is as determined by application of Clause 13 of the EU Standard Contractual Clauses. Where the Data exporter is established in the United Kingdom, the competent supervisory authority is the UK Information Commissioner’s Office (ICO).

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES

Description of the technical and organisational security measures implemented by Unduit LLC as the data processor/data importer to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Security Management System

Organization. Unduit LLC designates qualified security personnel whose responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.
Policies. Management reviews and supports all security related policies to ensure the security, availability, integrity and confidentiality of Customer Personal Data. These policies are updated at least once annually.
Assessments. Unduit LLC engages a reputable independent third-party to perform risk assessments of all systems containing Customer Personal Data at least once annually.
Risk Treatment. Unduit LLC maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management and patch management to identify and protect against potential threats to the security, integrity or confidentiality of Customer Personal Data.
Vendor Management. Unduit LLC maintains an effective vendor management program.
Incident Management. Unduit LLC reviews security incidents regularly, including effective determination of root cause and corrective action.
Standards. Unduit LLC operates an information security management system that is SOC 2 Type II certified and is pursuing certification under the ISO/IEC 27001:2022 standard.

Personnel Security

Unduit LLC personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Unduit LLC conducts reasonably appropriate background checks on any employees who will have access to client data under this Agreement, including in relation to employment history and criminal records, to the extent legally permissible and in accordance with applicable local labor law, customary practice and statutory regulations.
Personnel are required to execute a confidentiality agreement in writing at the time of hire and to protect Customer Personal Data at all times. Personnel must acknowledge receipt of, and compliance with, Unduit LLC’s confidentiality, privacy and security policies. Personnel are provided with privacy and security training on how to implement and comply with the Information Security Program. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role (e.g., certifications). Unduit LLC’s personnel will not process Customer Personal Data without authorization.

Access Controls

Access Management. Unduit LLC maintains a formal access management process for the request, review, approval and provisioning of all personnel with access to Customer Personal Data to limit access to properly authorized persons having a need for such access. Access reviews are conducted periodically.
Authentication. Unduit LLC’s and Customer’s administrators and end users must authenticate themselves via a Multi-Factor authentication system or via a single sign on system in order to use the Services.
Least Privilege. Unduit LLC’s internal data access processes and policies are designed to protect against unauthorized access, use, disclosure, alteration or destruction of Customer Personal Data. Unduit LLC designs its systems to only allow authorized persons to access data they are authorized to access based on principles of “least privileged” and “need to know.”
Password Policy. Where passwords are employed for authentication, password policies follow industry standard practices including complexity requirements, expiry, lockout, restrictions on reuse, and re-prompt after periods of inactivity.

Data Center and Network Security

Infrastructure. Unduit LLC uses DigitalOcean as its cloud infrastructure provider. The primary production environment is hosted in the US-East (NYC) region.
Resiliency. Multi Availability Zones are enabled on DigitalOcean and Unduit LLC conducts Backup Restoration Testing on a regular basis to ensure resiliency.
Server Hardening. Unduit LLC’s servers are customized for the application environment and have been hardened for security. Unduit LLC employs a code review process to increase security.
Disaster Recovery. Unduit LLC replicates data over multiple systems and regularly plans and tests its disaster recovery programs.
Security Logging. Systems have logging enabled to support security audits and monitor and detect actual and attempted attacks or intrusions.
Vulnerability Management. Regular vulnerability scans are performed on all infrastructure components. Vulnerabilities are remediated on a risk basis, with Critical, High and Medium security patches installed as soon as commercially possible.

Networks and Transmission

Data Transmission. Transmissions on production environment use Internet standard protocols with HTTPS encryption (TLS).
External Attack Surface. DigitalOcean Security Groups (virtual firewall) are in place for the production environment.
Incident Response. Unduit LLC maintains incident management policies and procedures, including detailed security incident escalation procedures.
Encryption. Unduit LLC makes HTTPS encryption (TLS) available for data in transit. Data at rest is encrypted using AES-256.

Data Storage, Isolation, and Destruction

Unduit LLC stores data in a multi-tenant environment on DigitalOcean servers. Data, the Services database and file system architecture are replicated between multiple availability zones. Unduit LLC logically isolates the data of different customers. A central authentication system is used across all Services to increase uniform security of data. Unduit LLC ensures secure disposal of Client Data through the use of a series of data destruction processes.

Compliance Certifications

SOC 2 Type II certified (annual audit)
ISO/IEC 27001:2022 certification in progress (target 2026)
R2 (Responsible Recycling) certified for asset disposal operations

ANNEX III

LIST OF SUB-PROCESSORS

The Controller has authorized the use of the following Sub-processors for the Processing of Customer Personal Data in connection with the Services:

Sub-Processor	Description of Processing	Location	Data Accessed	Transfer Mechanism
DigitalOcean LLC	Cloud hosting and infrastructure	United States (NYC)	All Customer Personal Data	EU SCCs / UK IDTA
Stripe, Inc.	Payment processing and billing	United States	Billing data, contact info	EU SCCs / UK IDTA
Twilio Inc.	SMS notifications and communications	United States	Phone numbers, message content	EU SCCs / UK IDTA
UPS	Shipping and logistics	Global	Names, shipping addresses	EU SCCs / UK IDTA
FedEx Corporation	Shipping and logistics	Global	Names, shipping addresses	EU SCCs / UK IDTA
DHL Express	Shipping and logistics	Global	Names, shipping addresses	EU SCCs / UK IDTA
DPD	Shipping and logistics	Europe	Names, shipping addresses	Adequacy (EU)
Mixpanel, Inc.	Product analytics for platform usage	United States	User IDs, usage events, IP address	EU SCCs / UK IDTA
PostHog Inc.	Product analytics and feature flags	United States	User IDs, usage events, IP address	EU SCCs / UK IDTA

Note Regarding Other Service Providers:

Unduit utilizes additional third-party services for its own business operations that do not process Customer Personal Data provided under the Agreement. These include website analytics tools (e.g., Google Analytics), marketing and advertising platforms (e.g., Google Ads, LinkedIn, Meta), visitor identification tools (e.g., Clearbit, RB2B, Leadfeeder), internal development tools (e.g., GitLab, GitHub), and project management tools (e.g., ClickUp). These services process data collected directly by Unduit from visitors to its own website (unduit.com) and are operated under Unduit’s own controllership. They are not Sub-processors under this DPA. A full list of Unduit’s service providers is available in Unduit’s Privacy Policy at www.unduit.com/privacy.