SellReady Data Processing Agreement

Version 1.1: 31 December 2024

This SellReady Data Processing Agreement and its Annexes (the “DPA”) reflects the parties’ agreement with respect to the Processing of Customer Data by us on behalf of you.

This DPA is supplemental to, and forms an integral part of, the SellReady Terms of Service (the “Terms of Service”) and is effective upon its incorporation into the Terms of Service. Collectively, the Terms of Service and this DPA form the agreement (the “Agreement”) between you and us. In the case of any conflict or inconsistency with the Terms of Service, this DPA will take precedence over the Terms of Service to the extent of such conflict or inconsistency.

We, SellReady, reserve the right to review and amend any of this DPA at our sole discretion. Upon doing so, we will update this page and notify you by email using the email address associated with your account. Any changes to this DPA will take effect immediately from the date of publication.

Terms not otherwise defined in this DPA will have the meaning as set forth in the Terms of Service.

Contents

SellReady Data Processing Agreement 1

Definitions
Customer Responsibilities
SellReady Obligations
Data Subject Requests
Sub-Processors
Data Transfers
Demonstration of Compliance
Additional Provisions for European Data
General Provisions
Parties to this DPA

Annex 1 – Details of Processing

Annex 2 – Security Measures

Annex 3 – Sub-Processors

1. Definitions

“Customer Data” means the documents provided by your clients (eg. buyers sellers) or created by you and uploaded to the SellReady Service. It also includes any information you directly enter into the SellReady Service.

“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.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws and Trinidad and Tobago Data Protection Act 2011 in each case as amended, repealed, consolidated or replaced from time to time.

“Data Subject” means the individual to whom Personal Data relates.

“Europe” means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.

“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.

“European Data Protection Laws” means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and (iv) Swiss Federal Data Protection Act and its Ordinance (“Swiss DPA”); in each case, as may be amended, superseded or replaced.

“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available and granting access).

“Permitted Affiliates” means any of your affiliates that (i) are permitted to use the SellReady Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.

“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data; and (ii) is protected similarly as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the SellReady Services. “Personal Data Breach” will 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, and other network attacks on firewalls or networked systems.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914, as may be amended, superseded or replaced.

“SellReady Service” means the online service offered by us at www.sellready.com and other related internet domain names.

“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the SellReady Services under the Agreement. Sub-Processors are defined in Annex 3 of this document.

“UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.

2. Customer Responsibilities

Compliance with Laws.Within the scope of the Agreement and in your use of the SellReady Service, you will be responsible for complying with all requirements that apply to you under applicable Data Protection Laws with respect to your Processing of Personal Data and the Instructions you issue to us.

In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations; (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws. You will inform us without undue delay if you are not able to comply with your responsibilities under this ‘Compliance with Laws’ section or applicable Data Protection Laws.

Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the SellReady Service in accordance with the Agreement, constitute your complete Instructions to us in relation to the Processing of Personal Data, so long as you may provide additional instructions during your use of our services that are consistent with the Agreement, the nature and lawful use of the SellReady Service.
Security. You are responsible for independently determining whether the data security provided for in the SellReady Service adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the SellReady Service, including protecting the security of Personal Data in transit to and from the SellReady Service (including to securely backup or encrypt any such Personal Data).

3. SellReady Obligations

Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under a law that applies to the SellReady Service that we provide to you, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable SellReady Services until such time as you issue new lawful Instructions with regard to the Processing.
Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breach, as described under Annex 2 to this DPA (“Security Measures”). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
Personal Data Breaches. We will notify you without undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
Deletion or Return of Personal Data. We will delete or return all Customer Data, including Personal Data processed pursuant to this DPA, on termination of your SellReady account (specifically, within 60 days following termination). This will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our backup deletion practices. You may request the deletion of your SellReady account by contacting the SellReady support team.

4. Data Subject Requests

The SellReady Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with your obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”).

To the extent that you are unable to independently address a Data Subject Request through the SellReady Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

5. Sub-Processors

You agree we may engage Sub-Processors to Process Personal Data on your behalf, and we do so in three ways. First, we may engage Sub-Processors to assist us with hosting and infrastructure. Second, we may engage with Sub-Processors to support product features and integrations. Third, we may engage with SellReady Affiliates as Sub-Processors for service and support. We have currently appointed, as Sub-Processors, the third parties and SellReady Affiliates listed in Annex 3 to this DPA.

SellReady shall provide you with at least ten (10) days’ notice prior to its engagement of any new Sub-processor (including details of the planned Processing), which shall be given using the notice mechanisms described in this Agreement. If during the prior notice period you object to SellReady’s appointment of a Sub-processor on reasonable grounds relating to the protection of the Personal Data, then either SellReady will attempt to reasonably remedy your concern or will not use the Sub-processor for your account, or the Parties will identify other appropriate relief.

Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

6. Data Transfers

You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the SellReady Service in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by SellReady in Europe. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

7. Demonstration of Compliance

We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by you or your auditor in order to assess compliance with this DPA, where required by applicable law. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this ‘Demonstration of Compliance’ section. You acknowledge that the SellReady Service is hosted by our hosting Sub-Processors who maintain independently validated security programs (including SOC 2 and ISO 27001) At your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.

8. Additional Provisions for European Data

Scope. This ‘Additional Provisions for European Data’ section will apply only with respect to European Data.
Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are acting as the Controller of European Data (either as the Controller, or as a Processor on behalf of another Controller) and we are the Processor under the Agreement.
Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the Irish Data Protection Commission (DPC), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner’s Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.
Transfer Mechanisms for Data Transfers. SellReady will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) (i) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws; or (iii) to a recipient that has executed the Standard Contractual Clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
Onward Transfer. SellReady will not participate in (nor permit any Sub-processor to participate in) any other cross border transfers of Personal Data unless the transfer is made in full compliance with the Data Protection Laws and, where necessary, pursuant to Standard Contractual Clauses implemented between the relevant exporter and importer of the Personal Data or where the importer has adopted an alternative transfer mechanism that complies with the Data Protection Laws..

9. General Provisions

Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA.
Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
Limitation of Liability. Each party and each of their Affiliates’ liability, taken in aggregate, arising out of or related to this DPA (including any other DPAs between the parties) and the Agreement and Terms of Service, where applicable, whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the ‘Liability’ section of the Terms of Service and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). In no event will either party’s liability be limited with respect to any individual’s data protection rights under this DPA (including the Terms of Service, where applicable) or otherwise.
Governing Law. This DPA will be governed by and construed in accordance with the laws of Ireland unless required otherwise by Data Protection Laws.

10. Parties to this DPA

Permitted Affiliates. Accepting our Terms of Service, you enter into this DPA (including, where applicable, the Terms of Service) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.
Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.
Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.

Annex 1 – Details of Processing

This Annex describes the Personal Data Processing by SellReady on your behalf (as Controller).

A. PARTIES

Controller(s) / Data exporter(s):

Entity Name and Address:	The Customer, as set out in the Customer’s SellReady Account (on behalf of itself and Permitted Affiliates).
Data protection contact name, position and contact details:	The Customer’s contact details, as set out in the Customer’s SellReady Account.

Processor(s) / Data importer(s):

Entity Name and Address:

Verifiable Computing Systems Limited
T/A SellReady
New Work Junction
Wexford
Ireland
Y35WR02

Data protection contact name, position and contact details:

David Quirke, Data Protection Officer

privacy@sellready.com

В. DESCRIPTION OF PERSONAL DATA PROCESSING AND TRANSFER

Categories of Data Subjects whose Personal Data is Processed, e.g., customers, employees, etc.:	Buyers and sellers of property who are the Customer’s clients.
Categories of Personal Data Processed:	Name, address, email address, phone number, property transaction data and documents including all of the documents usually necessary to certify title and transact a property.
Sensitive or special categories of Personal Data Processed	None
Location(s) to which Personal Data is transferred as part of Processing:	European Union
Frequency of any transfer	Continuous
Nature of the Personal Data Processing	Collection, validation, storage and sharing with transaction counterparties including lawyers, estate agents and lenders.
Purpose(s) of the Personal Data transfer and further Processing:	To enable the properties to be conveyanced and to develop and improve SellReady services.
Duration for which the Personal Data will be retained, or, if unclear, the criteria used to determine that period:	Data will be retained for a minimum of 6 years to meet the legally mandated retention period in Trinidad and Tobago. Unless deletion is requested by a data subject, the transaction data, which may include Personal Data will be retained indefinitely in order that it may be made available to the participants to the transaction or a lawyer who is conveyancing the same property at a later date.

Annex 2 – Security Measures

We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein will have the meanings as set forth in the Terms of Service.

Information Security Policy

We maintain and adhere to an internal, written Information Security Policy.

Access Control

Preventing Unauthorized Product Access

Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. We do not own or maintain hardware located at the outsourced infrastructure providers’ data centres. Production servers and client-facing applications are logically and physically secured from our internal corporate information systems. The infrastructure providers’ physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Preventing Unauthorized Product Use

We implement industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

Static code analysis: Code stored in our source code repositories is checked for best practices and identifiable software flaws using automated tooling.

Endpoint Harding: Endpoints are hardened in accordance with industry standard practice. Workstations are protected using anti-malware and endpoint detection & response tools, receiving regular definition and signature updates.

Limitations of Privilege & Authorization Requirements

Privileged Access Management: Privileged access in our product environment is controlled, monitored, and removed in a timely fashion through “just in time access” (or “JITA”) controls. Non-personal accounts used for system access are stored in a secure vault with additional controls governing privilege elevation and account check out processes.

Transmission Control

In-transit: We require HTTPS encryption (also referred to as SSL or TLS) on all login interfaces and for free on every customer site hosted on the SellReady products. Our HTTPS implementation uses industry standard algorithms and certificates.

At-rest: We store user passwords following policies that follow industry standard practices for security. We take a layered approach of at-rest encryption technologies to ensure Customer Data and Customer-identified Permitted Sensitive Data are appropriately encrypted to AES256 standards.

Incident Management, Logging, and Monitoring

Incident Response Plan: We maintain a written Incident Response Plan, playbooks, and other necessary processes and procedures to fulfil the standards and obligations reflected therein.

Detection: We designed our infrastructure to log extensive information about the system behaviour, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.

Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and heating, ventilation, and air conditioning (HVAC) services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer Data is backed up to multiple durable data stores.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary instance. All databases are backed up and maintained using at least industry standard methods.

Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.

Vulnerability Management Program

Vulnerability Remediation Schedule: We maintain a vulnerability remediation schedule aligned with industry standards. We take a risk-based approach to determining a vulnerability’s applicability, likelihood, and impact in our environment.

Vulnerability scanning: We perform regular vulnerability scanning on our products using technology and detection standards aligned with industry standards.

Penetration testing: We maintain relationships with industry-recognized penetration testing service providers for penetration testing of both the SellReady web application and internal corporate network infrastructure at least annually. The intent of these penetration tests is to identify security vulnerabilities and mitigate the risk and business impact they pose to the in-scope systems.

Personnel Management

We staff qualified personnel to develop, maintain, and enhance our security program. We train all employees on security policy, processes, and standards relevant to their role and in accordance with industry practice.

All SellReady employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

Annex 3 – Sub-Processors

To help SellReady deliver the SellReady Service, we engage Sub-Processors to assist with our data processing activities.

Sub-Processor	Location	ISO27001	Purpose
Amazon Web Services (AWS)	Ireland	Certified	Cloud hosting
Stripe	Ireland	Certified	Payment processing
Threadable	Ireland	Certified	Software development
Microsoft	Ireland	Certified	Email, file sharing
Atlassian	EU	Certified	Workflow and data storage
Zoho	EU	Certified	CRM