Data Processing Agreement

1Definitions§

Affiliate

Any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Client Personal Data

Any Personal Data Processed by VATedge on behalf of Client pursuant to or in connection with the Terms and Conditions.

Data Protection Laws

All applicable laws, regulations, and other legal or self-regulatory requirements in any jurisdiction relating to privacy, data protection, data security, breach notification, or the Processing of personal data, including without limitation, the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”); the United Kingdom Data Protection Act of 2018; the Swiss Federal Act on Data Protection (“FADP”); as each may be amended from time to time. For the avoidance of doubt, unless specified otherwise, references to “Data Protection Laws” herein mean Data Protection Laws that are applicable in a given situation.

EU Data Protection Laws

EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.

EU SCC / EU Standard Contractual Clauses

The annex to the EU Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the council as shall be amended from time to time (including without limitation, the standard contractual clauses adopted by the European Commission in its Implementing Decision (EU) 2021/91 of 4 June 2021), in all cases incorporating the Relevant Amendments. Upon the effective date of adoption for any revised standard contractual clauses by the European Commission, all references in this DPA to the “EU SCCs” shall refer to that latest version and the parties shall cooperate to prepare such amendments to this DPA, including the Relevant Amendments, as may be required to take into account and give effect to the European Commission’s adoption of the revised standard contractual clauses. In the event of any conflict or inconsistency between the terms of this DPA and the provisions of the EU SCC (to the extent the latter has been entered into by the parties pursuant to Section 12 (Restricted Transfers) below), the provisions of the EU SCC shall prevail.

Sub Processor

Any third party (including any VATedge Affiliate, but excluding an employee of VATedge or any of its sub-contractors) appointed by or on behalf of VATedge or any VATedge Affiliate to Process Personal Data on behalf of the Client in connection with the Terms and Conditions.

Standard Contractual Clauses / SCCs

The EU SCC, the UK Addendum, and the Swiss Addendum as defined herein, and as applicable to the transfers of Personal Data pursuant to this DPA.

Swiss Addendum

The applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner, specifically the Federal Act on Data Protection. Upon the publication in the Federal Gazette and the entry into force of the revised Federal Act on Data Protection, this term will refer to the latter act.

UK Addendum

The International Data Transfer Addendum to the EU Commission standard contractual clauses issued by the UK Information Commissioner’s Office (version B1.0, in force 21 March 2022).

UK GDPR

The United Kingdom’s Data Protection Act 2018 and the GDPR as adapted into law of the United Kingdom by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018.

The terms “Data Subject,” “Member State,” “Personal Data,” “Personal Data Breach,” “Special Categories of Data,” “Process/Processing,” “Controller,” “Processor,” and “Supervisory Authority,” shall have the same meanings given to them in the GDPR (or another applicable Data Protection Law). “Controller” is deemed to also refer to “Business,” and “Processor” is deemed to also refer to “Service Provider.”

2Processing of Client Personal Data§

1. 2.1

   This DPA shall only apply with respect to Personal Data obtained by VATedge as a result of Client’s use of VATedge’s services, as described in Annex 1 (Details of Processing of Client Personal Data) attached hereto. In connection with each Party’s rights and obligations under this Agreement, as between the Parties, VATedge shall Process Client Personal Data solely as a data Processor acting on behalf of Client, and Client shall be deemed the Controller of such Personal Data. Notwithstanding the foregoing, solely to the extent necessary to prepare, execute and file a VAT refund claim with the competent tax authority pursuant to a power of attorney granted by Client, VATedge acts as an independent Controller in respect of such Processing, and the obligations of VATedge under this DPA shall not apply to that Processing. Nothing in this Section shall affect VATedge’s status as Processor in respect of all other Processing of Client Personal Data under this DPA.

2. 2.2

   VATedge shall not Process Client Personal Data other than according to the Client’s documented reasonable and customary instructions as specified in the Terms and Conditions or this DPA, which were specifically and explicitly agreed to by VATedge, unless such Processing is required by Data Protection Laws. VATedge shall inform the Client of such legal requirement before processing unless the law prohibits such action on public interest grounds. VATedge shall promptly inform Client if, in VATedge’s opinion, an instruction from Client infringes Data Protection Laws.

3. 2.3

   Client instructs VATedge (and authorizes VATedge to instruct each Sub Processor) to (i) Process Client Personal Data only to the extent required for the provision of VATedge’s Services under the Agreement; and, in particular (ii) transfer Client Personal Data to any country or territory, all as reasonably necessary for the provision of the VATedge services and consistent with Sections 2.1–2.2 above, Section 12 (Restricted Transfers) below, and the Agreement, and in accordance with Data Protection Laws.

4. 2.4

   Furthermore, Client warrants and represents that it is and will remain duly and effectively authorized to give the instruction set out in Section 2.1 and any additional instructions as provided pursuant to the Agreement and/or in connection with the performance thereof, on behalf of itself and each relevant Client Affiliate, at all relevant times and at least for as long as the Agreement is in effect and for any additional period during which VATedge is lawfully processing the Client Personal Data. In addition, Client warrants and represents that it has obtained all permissions, consents, authorizations and approvals, including by making all notices, required for it to allow VATedge to access and process Client Personal Data as permitted hereunder.

5. 2.5

   Client sets forth the details of the Processing of Client Personal Data, as required by Article 28(3) of the GDPR in Annex 1 (Details of Processing of Client Personal Data), attached hereto.

3Client obligations§

Client shall comply with all applicable laws in connection with the performance of this DPA. As between the Parties, Client shall be solely responsible for compliance with applicable laws (including Data Protection Laws) regarding the collection and transfer of Client Personal Data to VATedge. Client agrees not to provide VATedge with any special categories of data, as defined in Article 9 of the GDPR.

4VATedge personnel§

VATedge shall take reasonable steps to ensure that access to the Client Personal Data is limited on a need to know/access basis, and that all VATedge personnel receiving such access are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in connection with their access/use of Client Personal Data.

5Security§

In relation to the Client Personal Data, VATedge shall implement appropriate technical and organizational measures (Technical and Organizational Measures) including to the extent appropriate and applicable the measures referred to in Article 32(1) of the GDPR, to establish an appropriate level of security for the Client Personal Data. Such security has to be sustained throughout the entire duration of this DPA and must aim to (i) ensure the ongoing confidentiality and security of Processing systems and services in connection with the Processing of the Client Personal Data; and (ii) restore the availability and access to Client Personal Data in a timely manner in the event of a physical or technical incident. In assessing the appropriate level of security, VATedge shall consider the risks presented by Processing, paying particular attention to risks arising from a Personal Data Breach.

6Sub Processing§

1. 6.1

   Client authorizes VATedge and each VATedge Affiliate to appoint (and permit each Sub Processor appointed in accordance with this Section 6 to appoint) Sub Processors in accordance with this Section 6 and any restrictions in the Agreement.

2. 6.2

   VATedge and each VATedge Affiliate may continue to use those Sub Processors already engaged by VATedge or any VATedge Affiliate as of the date of this DPA as identified in Annex 2 to this DPA (List of Authorized Sub Processors), including for the purpose of cloud hosting services by reputable Sub Processors, as well as any Sub Processors whom Client requested VATedge to use.

3. 6.3

   VATedge may appoint new Sub Processors and shall give prior notice of the appointment of any new Sub Processor (e.g., by e-mail), whether by general or specific reference to such Sub Processor (e.g., by name or type of service), including relevant details of the Processing to be undertaken by the new Sub Processor. If Client notifies VATedge in writing of any objections (on reasonable grounds) to the proposed appointment within seven (7) days of such notice, VATedge shall not appoint the proposed Sub Processor for the Processing of Client Personal Data until reasonable steps have been taken to address the objections raised by Client, and Client has been provided with a reasonable written explanation of the steps taken. Where such steps are not sufficient to relieve Client’s reasonable objections then Client or VATedge may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to VATedge services which require the use of the proposed Sub Processor without bearing liability for such termination. Otherwise, Client shall be deemed to have accepted such appointment.

4. 6.4

   With respect to each new Sub Processor, VATedge shall:

   1. 6.4.1

      take reasonable steps (for instance by way of reviewing privacy policies as appropriate) before the Sub Processor first Processes Client Personal Data, to ensure that the Sub Processor is committed to providing the level of protection for Client Personal Data required by the Agreement;

   2. 6.4.2

      ensure that the arrangement between VATedge and the Sub Processor is governed by a written contract, including terms which offer a materially similar level of protection for Client Personal Data as those set out in this DPA and meet the requirements of Data Protection Laws; and

   3. 6.4.3

      remain fully liable to Client for the performance of any and all Processing of Client Personal Data performed by Sub Processor in connection with the specific Processing activities performed by Sub Processor on behalf of Client.

7Data Subject rights§

1. 7.1

   Client shall be solely responsible for compliance with any statutory obligations concerning requests to exercise Data Subject rights under Data Protection Laws (e.g., for access, rectification, deletion of Client Personal Data, etc.). After considering the nature of the Processing, VATedge shall reasonably endeavor to assist Client insofar as feasible, to fulfil Client’s said obligations with respect to such Data Subject requests, as applicable, at Client’s sole expense.

2. 7.2

   VATedge shall:

   1. 7.2.1

      unless otherwise required under applicable laws, promptly notify Client if it receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data; and

   2. 7.2.2

      ensure that it does not respond to that request except on the documented instructions of Client or as required by Data Protection Laws to which VATedge is subject, in which case VATedge shall, to the extent permitted by Data Protection Laws, inform Client of that legal requirement before it responds to the request.

8Personal Data Breach§

1. 8.1

   VATedge shall notify Client without undue delay upon VATedge becoming aware of a Personal Data Breach either affecting or related to VATedge’s or VATedge’s Affiliates Processing of such Client Personal Data. In such event, VATedge shall provide Client with information (to the extent in VATedge’s possession) to assist Client to meet any obligations to inform Data Subjects or data protection authorities of the Personal Data Breach under the Data Protection Laws.

2. 8.2

   At the written request and sole expense of the Client, VATedge shall reasonably cooperate with Client and take such commercially reasonable steps as are agreed by the Parties or necessary under Privacy Protection Laws to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9Data protection impact assessment and prior consultation§

At the written request of the Client, VATedge and each VATedge Affiliate shall provide reasonable assistance to Client, at Client’s expense, with any data protection impact assessments or prior consultations with Supervising Authorities or other competent data privacy authorities, as required under any applicable Data Protection Laws. Such assistance shall be solely in relation to Processing of Client Personal Data by VATedge.

10Deletion or return of Client Personal Data§

1. 10.1

   Subject to Section 10.2 below, VATedge shall promptly, but no later than sixty (60) days of the date of cessation of any VATedge services involving the Processing of Client Personal Data (the “Cessation Date”), delete or pseudonymize all copies of such Client Personal Data, except any copies that are authorized to be retained under this DPA or required to be retained in accordance with applicable law and/or regulation.

2. 10.2

   Subject to the Agreement, VATedge may retain Client Personal Data to the extent authorized or required by applicable laws, provided that VATedge shall ensure the confidentiality of all such Client Personal Data and shall ensure that it is only Processed for such legal purpose(s).

3. 10.3

   Upon Client’s prior written request, VATedge shall provide written certification to Client that it has complied with this Section 10.

11Audit rights§

1. 11.1

   Upon prior written request from the Client, subject to Sections 11.2 and 11.3, and only to the extent required under applicable Data Protection Laws, VATedge shall coordinate to make available to a reputable independent auditor mandated by Client such information necessary to reasonably demonstrate compliance with this DPA, and allow for audits, including inspections by such reputable auditor in relation to the Processing of the Client Personal Data by VATedge, provided that such third-party auditor shall be subject to confidentiality obligations.

2. 11.2

   Provisions of information and audits shall be at Client’s sole expense and may only arise under Section 11.1, but only to the extent that the Agreement does not otherwise give Client any information and audit rights that meet the relevant requirements of the applicable Data Protection Laws. In any event, all audits or inspections shall be subject to the terms of the Agreement, and to VATedge’s obligations to third parties, including with respect to confidentiality. VATedge may satisfy any audit request under this Section by providing Client with its then-current third-party audit reports, certifications, or completed security questionnaire responses, and an on-site inspection shall be conducted only where such materials are insufficient to demonstrate compliance with this DPA.

3. 11.3

   Client shall give VATedge reasonable prior written notice of any audit or inspection to be conducted under Section 11.1 and shall not cause (and ensure that each of its mandated auditors does not cause) any damage, injury or disruption to VATedge’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. VATedge need not give access to its premises for the purposes of such an audit or inspection if:

   1. 11.3.1

      an individual fails to produce reasonable evidence of their identity and authority;

   2. 11.3.2

      VATedge was not given a written notice of such audit or inspection at least 2 weeks in advance;

   3. 11.3.3

      the audit or inspection takes place outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Client has given notice to VATedge that this is the case before attendance outside those hours begins; or

   4. 11.3.4

      the audit or inspection is for a premises outside VATedge’s control (such as data storage farms of VATedge’s cloud hosting providers).

12Restricted transfers§

1. 12.1

   Transfers from the EEA, Switzerland, and the United Kingdom to countries offering an adequate level of data protection. Personal Data may be transferred from EU Member States, Norway, Iceland, and Liechtenstein (collectively, the “EEA”), Switzerland, and the United Kingdom (“UK”) to countries deemed to provide an adequate level of data protection under adequacy decisions issued by the respective authorities of the EEA, Switzerland, and/or the UK, as applicable. Such transfers, including those conducted under similarly approved mechanisms and frameworks (“Adequacy Decisions”), do not require additional safeguards. For clarity, “Adequacy Decisions” include the European Commission’s adequacy decision of 10 July 2023, establishing the EU-US Data Privacy Framework.

2. 12.2

   Direct transfers from the EEA and the United Kingdom to other countries. Where the Processor’s Processing of Personal Data involves a direct transfer from the Client to VATedge:

   1. (i)

      For transfers from the EEA to countries without an applicable Adequacy Decision, and where such transfers are not conducted via an alternative compliance mechanism recognized by Data Protection Laws (as may be implemented at the Processor’s discretion) (“EEA Transfer”), the terms of the EU SCCs shall apply.

   2. (ii)

      For transfers from the UK to countries without an applicable Adequacy Decision, and where such transfers are not conducted via an alternative compliance mechanism recognized by Data Protection Laws (as may be implemented at the Processor’s discretion) (“UK Transfer”), the terms of the UK Addendum shall apply.

3. 12.3

   Onward transfers from the EEA, Switzerland, and the United Kingdom to other countries. Where the Processor onward transfers Personal Data originating from the EEA, UK, or Switzerland to authorized Sub-processors, including Processor Affiliates, in countries lacking an Adequacy Decision, the SCCs (Module 3), the UK Addendum, and/or the SCCs as adjusted per the Swiss Federal Data Protection and Information Commissioner’s guidance of 27 August 2021, shall apply between the Processor and its Sub-processors or Affiliates.

4. 12.4

   Transfers from other jurisdictions. If the Processing of Personal Data by the Processor involves a transfer of such data from a jurisdiction outside the EEA, UK, or Switzerland, where a specific compliance mechanism is mandated for lawful data transfer, the Client shall inform the Processor of such requirements. The Parties may then seek to amend this DPA as necessary in accordance with Section 13.4 below.

13General terms§

1. 13.1

   Governing Law and Jurisdiction.

   1. 13.1.1

      The Parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Terms and Conditions with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity.

   2. 13.1.2

      This DPA and all non-contractual or other obligations arising out of or in connection therewith are governed by the laws of the country or territory stipulated for this purpose in the Terms and Conditions.

2. 13.2

   Limitation of Liability. To the extent permitted by Data Protection Laws, the provisions, any exclusions and limitations of liability set out in the Terms and Conditions shall apply to this DPA.

3. 13.3

   Order of Precedence. Nothing in this DPA reduces VATedge’s obligations under the Agreement in relation to the protection of Personal Data or permits VATedge to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Agreement. In the event of any conflict or inconsistency between this DPA and the Terms and Conditions, this DPA shall prevail solely with respect to the subject matter of this DPA and solely if such conflict or inconsistency originates from the requirements of Article 28 of the GDPR (except where explicitly agreed otherwise in writing, signed on behalf of the Parties). This DPA is not intended to, and does not in any way limit or derogate from Client’s own obligations and liabilities towards VATedge under the Agreement, and/or pursuant to the GDPR or any law applicable to Client, in connection with the collection, handling and use of Personal Data by Client or its Affiliates or other processors or their sub-processors, including with respect to the transfer or provision or Personal Data to VATedge and/or providing access thereto to VATedge.

4. 13.4

   Changes in Data Protection Laws.

   1. 13.4.1

      Client may by at least forty-five (45) calendar days’ prior written notice to VATedge, request in writing any variations to this DPA if they are required, as a result of any change in, or decision of a competent authority under any applicable Data Protection Law, to allow Processing of those Client Personal Data to be made (or continue to be made) without breach of that Data Protection Law.

   2. 13.4.2

      If Client gives notice with respect to its request to modify this DPA under Section 13.4.1:

      1. 13.4.2.1

         VATedge shall make commercially reasonable efforts to accommodate such modification request; and

      2. 13.4.2.2

         Client shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by VATedge to protect VATedge against additional risks, or to indemnify and compensate VATedge for any further steps and costs associated with the variations made herein.

   3. 13.4.3

      If Client gives notice under Section 13.4.1, the Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Client’s notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within thirty (30) days, then Client or VATedge may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to VATedge services which are affected by the proposed variations (or lack thereof).

5. 13.5

   Severance. Should any provision of this DPA be deemed invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

A1Annex 1 — Details of Processing of Client Personal Data§

This Annex 1 includes certain details of the Processing of Client Personal Data as required by Article 28(3) or 28(4) GDPR.

Subject matter

The subject matter of the Processing of the Client Personal Data are set out in the Agreement.

Nature and purpose

Providing the VATedge services, as detailed in the Agreement, comprising the creation and operation of Client accounts and authentication of users; receipt and processing of expense documents; automated reading and extraction of data from those documents and assessment of whether the VAT is claimable; preparation, execution and filing of VAT refund claims; and payment of recovered VAT to Client.

Filing with tax authorities

Where VATedge files a VAT refund claim on Client’s behalf, it submits the claim file to the tax authority of the refunding country. As provided in Section 2.1, VATedge acts as an independent Controller in respect of such filing Processing, and that Processing falls outside this DPA. Such tax authorities act as independent controllers in respect of the information they receive, and VATedge’s obligations under this DPA do not extend to their Processing.

Types of Client Personal Data

Name, phone, organization email address, role, IP address and log-in credentials (e.g. Google sign-up or other account authentication methods made available through the Services).

Categories of Data Subjects

(i) Client’s employees whose expenses or travel are reflected in documents submitted to the Services; (ii) representatives of Client’s suppliers named in invoices or receipts submitted to the Services; (iii) individuals executing powers of attorney on Client’s behalf; (iv) named individual account holders (such as sole traders) whose bank details are provided for payment of recovered VAT; and (v) Client’s authorized users accessing the VATedge Services on its behalf (i.e., authorized Client personnel).

Duration of Processing

Subject to any section of the DPA and/or the Agreement concerning the duration of the processing and the consequences of the expiration or termination thereof, VATedge will process Client Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing. Notwithstanding the foregoing and Section 10, VATedge shall retain expense documents, powers of attorney and claim files for so long as the relevant VAT refund claim remains open or capable of challenge, appeal or audit, and thereafter for the minimum record-keeping period required of VATedge under the tax law of the refunding country. VATedge shall separately retain records of its compliance with Data Protection Laws for so long as required to evidence that compliance. Retention by a tax authority of any claim file submitted to it is determined by that authority in its capacity as an independent controller and is outside VATedge’s control and outside the scope of this DPA.

A2Annex 2 — List of authorized Sub Processors§

Google Cloud Platform

Cloud infrastructure hosting the VATedge platform: compute, object storage, Pub/Sub, Workflows, Secret Manager, Cloud KMS, logging, CDN and WAF.Google Cloud EMEA Ltd. · EU (Belgium)

Google Vertex AI

AI inference: invoice data extraction, claimability classification and verification.Google Cloud EMEA Ltd. · EU (Belgium)

Google Gemini grounding

Live web lookup, used to confirm a country’s current domestic input-VAT deduction rules where the EU defers to national law.Google Search — internet access for AI · Global

Google Workspace

Email delivery and document storage, including platform notifications and correspondence.Google Cloud EMEA Ltd. · EU

Google Maps API

Map projection of entity addresses.Global

MongoDB Atlas

Primary application database: accounts, entities, users, expense records, activity records and notifications.MongoDB Ltd. · EU (Belgium)

DocuSeal

Electronic signature and document hosting: signer name and email, entity name, address and VAT number, signature, signer IP and audit trail, and the executed document.EU

Datadog

Observability, logging and monitoring: application logs, traces and metrics.EU

Slack

Production logs, system health and metrics, business documents and internal assets.US