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Data Protection Addendum

Vidhi Techinnovation Opportunities Network Private Limited (vtion)
Last Updated On: 1st March 2025

This Data Protection Addendum (“Addendum”) between VIDHI TECHINNOVATION OPPORTUNITIES NETWORK PRIVATE LIMITED (“VTION”) and the Customer (as defined in the Agreement) forms part of the VTION Terms of Service set forth at https://www.vtion.ai/ vtion-application-terms-of-use/ or such other written or electronic agreement incorporating this Addendum, in each case governing Customer’s access to and use of the Services (the “Agreement”).

Customer enters into this Addendum on behalf of itself and any Affiliates authorized to use the Services under the Agreement and who have not entered into a separate contractual arrangement with VTION. For the purposes of this Addendum only, and except where otherwise indicated, references to “Customer” shall include Customer and such Affiliates.
The Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement.

1. DEFINITIONS

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

  1. “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Customer or VTION (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;
  2. “Customer Personal Data” means any Personal Data provided by or made available by Customer to VTION or collected by VTION on behalf of Customer which is Processed by VTION to perform the Services;
  3. “Controller to Processor Contractual Clauses” means the standard contractual clauses for cross-border transfers published by applicable Data Protection Laws or any similar such clauses adopted by a data protection regulator relating to Personal Data transfers to Third Countries, including without limitation any successor clauses thereto;
  4. “Data Protection Laws” means any local, state, or national law regarding the processing of Personal Data applicable to VTION in the jurisdictions in which the Services are provided to Customer, including, without limitation, privacy, security, and data protection law;
  5. “Services” means the services to be supplied by VTION to Customer or Customer’s Affiliates pursuant to the Agreement; and
  6. “Third Country” means countries that, where required by applicable Data Protection Laws, have not received an adequacy decision from an applicable authority relating to cross-border data transfers of Personal Data, including regulators such as the European Commission, UK ICO, or Swiss FDPIC.
1.2. The terms “Business”, “Business Purpose”, “commercial purpose”, “Contractor”, “Controller“, “Data Subject“, “Personal Data“, “Personal Data Breach“, “Process“, “Processor“, “Sell”, “Service Provider”, “Share”, “Subprocessor”, “Supervisory Authority“, and “Third Party” have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly.
1.3. Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement.

2. Roles of the Parties

2.1. The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data, and as more fully described in Annexure 1 hereto, Customer acts as a Business or Controller, and VTION acts as a Service Provider or Processor. This Addendum shall apply solely to the Processing of Customer Personal Data by VTION acting as a Processor, Subprocessor, or Third Party (as specified in Annexure 1).
2.2. The Parties expressly agree that Customer shall be solely responsible for ensuring timely communications to Customer’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 Customer’s Affiliates or the relevant Controller(s) to comply with such Laws.

3. Description and Purpose of Personal Data Processing

3.1. In Annexure 1 to this Addendum, the Parties have mutually set out their understanding of the subject matter and details of the Processing of the Customer Personal Data to be processed by VTION. VTION may make reasonable amendments to Annexure 1 and as reasonably necessary to meet the requirements under the Addendum. Annexure 1 does not create any obligation or rights for any Party.
3.2. The purpose of Processing under this Addendum is the provision of the Services pursuant to the Agreement and any Order Form(s).

4. Data Processing Terms

4.1. Customer shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum and the Processing of Customer Personal Data. In connection with its access to and use of the Services, Customer shall Process Customer Personal Data within such Services and provide VTION with instructions in accordance with applicable Data Protection Laws. As between the Parties, Customer shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to VTION of Customer Personal Data. Customer agrees not to provide VTION with any data concerning a natural person’s health, religion or any special categories of data as per applicable laws.
4.2. VTION shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data and VTION shall:
  1. Process the Customer Personal Data for the purposes of the Agreement and for the specific purposes in each case as set out in Annexure 1 to this Addendum and otherwise solely on the documented instructions of Customer, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Agreement. The Agreement, this Addendum, and Customer’s use of the Services’ features and functionality are Customer’s written instructions to VTION in relation to Processing Customer Personal Data, including as follows:
    1. VTION shall use, retain, disclose, or otherwise Process Customer Personal Data only on behalf of Customer and for the specific business purpose of providing the Services and in accordance with Customer’s instructions, including as described in the Agreement. VTION shall not Sell or Share Customer Personal Data, nor use, retain, disclose, or otherwise Process Customer Personal Data outside of its business relationship with Customer or for any other purpose (including VTION’s commercial purpose) except as required or permitted by law. VTION shall immediately inform Customer (a) if VTION determines that it is no longer able to meet its obligations under Data Protection Laws or (b) if, in VTION’s opinion, an instruction infringes applicable Data Protection Laws. Customer reserves the right to take reasonable and appropriate steps to ensure Graphite’s Processing of Customer Personal Data is consistent with Customer’s obligations under Data Protection Law and discontinue and remediate unauthorized use of Customer Personal Data;
    2. VTION shall have rights to process Customer Personal Data solely (i) to the extent necessary to (a) perform the Business Purposes and its obligations under the Agreement; (b) operate, manage, test, maintain and enhance the Services including as part of its business operations; (c) to disclose aggregate statistics about the Services in a manner that prevents individual identification or re-identification of Customer Personal Data, including without limitation any individual device or individual person; and/or (d) protect the Services from a threat to the Services or Customer Personal Data; or (ii) if required by court order of a court or authorized governmental agency, provided that prior notice first be given to Customer; (iii) as otherwise expressly authorized by Customer;
    3. VTION will not combine Customer Personal Data which VTION Processes on Customer’s behalf, with Personal Data which it receives from or on behalf of another person or persons, or collects from its own interaction with individual, provided that Graphite may combine personal information to perform any Business Purpose permitted or required under the Agreement to perform the Services;
  2. implement and maintain measures designed to ensure that VTION personnel authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality unless disclosure is required by law or professional regulations;
  3. implement and maintain the technical and organizational measures set out in the Agreement, 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 and maintain any further commercially reasonable and appropriate administrative, technical, and organizational measures designed to ensure a level of security appropriate to the risk of the Processing of Customer Personal Data, and specifically:
    1. pseudonymization and encryption of Customer Personal Data;
    2. ensuring ongoing confidentiality, integrity, availability and resilience of VTION’s processing systems and services that process Customer Personal Data;
    3. restoring availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and
    4. regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Customer Personal Data.
  4. Customer hereby agrees that VTION is generally authorized to engage and appoint Sub-processors for the purpose of providing Services as per the Agreement and specifically the Sub-processors listed in Annexure 2
  5. upon VTION’s becoming aware of a Personal Data Breach involving Customer Personal Data, notify Customer without undue delay, of any Personal Data Breach involving Customer Personal Data, such notice to include, to the extent reasonably available to VTION, all timely information reasonably required by Customer (or the relevant Controller) to comply with its data breach reporting obligations under the applicable Data Protection Laws. VTION shall further take all such measures and actions as are necessary to remedy or mitigate the effects of such Security Incident and shall keep Customer reasonably informed of developments concerning Customer Personal Data;
  6. to the extent required by the applicable Data Protection Laws, provide reasonable assistance to Customer, Customer’s Affiliates’ or the relevant Controller(s)’ with its obligations pursuant to applicable Data Protection Laws taking into account the nature of the Processing and information available to VTION; Customer agrees to pay VTION for time and for out of pocket expenses incurred by VTION in connection with any assistance provided in connection with applicable laws;
  7. cease Processing the Customer Personal Data upon the termination or expiry of the Agreement, and at option of Customer, Customer’s Affiliates or the relevant Controller(s) either return or delete (including by ensuring such data is in non-readable format) all copies of the Customer Personal Data Processed by VTION, unless (and solely to the extent and for such period as) applicable law requires VTION to retain some or all of the Customer Personal Data. Any such Customer Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Agreement; and
  8. VTION shall maintain the necessary records in support of demonstrating compliance with its obligations (as specified in the applicable contract) for the processing of Customer Personal Data carried out on behalf of the Customer.
  9. make available to Customer all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Customer, or an independent third party auditor mandated by Customer, provided that Customer gives VTION reasonable prior notice of its intention to audit, conducts its audit during VTION’s normal business hours, and takes all reasonable measures to prevent unnecessary disruption to VTION’s operations. For the purposes of demonstrating compliance with this Addendum under this Section 4.2(i), the Parties agree that in the first instance, once per year during the term of the Agreement (except if and when required by instruction of a competent Supervisory Authority or where Customer believes a further audit is necessary due to a Personal Data Breach concerning Customer Personal Data suffered by VTION), VTION will provide to Customer responses to cybersecurity and other assessments and only where Customer cannot establish VTION’s compliance with this Addendum from VTION’s responses shall Customer request to inspect VTION’s processing operations. Customer agrees to pay VTION for time and for out of pocket expenses incurred by VTION in connection with assistance provided in connection with such audits, responses to cybersecurity and other assessments.

5. Restricted Transfers

5.1. The parties agree that when the transfer of Customer Personal Data from Customer and/or any of its Affiliates (as exporter) to VTION (as importer) is a Restricted Transfer and relevant Area Law applies, the transfer shall be subject to the appropriate Controller to Processor Contractual Clauses.

6. Precedence

6.1. The provisions of this Addendum are supplemental to the provisions of the Agreement. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail. In the event that any provision of this Addendum and/or the Agreement contradicts, directly or indirectly, the Controller to Processor Contractual Clauses, the Controller to Processor Contractual Clauses will control.

7. Indemnity

7.1. To the extent permissible by law, Customer shall (a) defend VTION and its Affiliates (collectively, “Indemnified Parties”) from and against any and all claims, demands, suits, or proceedings made or brought against any of the Indemnified Parties by any third party (each, a “Claim”), and (b) indemnify and hold harmless the Indemnified Parties from and against any and all losses, damages, liabilities, fines and administrative fines, penalties, settlements, and costs and expenses of any kind (including, without limitation, reasonable legal, investigatory and consultancy fees and expenses) incurred or suffered by any of the Indemnified Parties, in each case arising from any breach by Customer of this Addendum or of its obligations under applicable Data Protection Laws. VTION may participate in the defense and/or settlement of a Claim under this Section 7.1 with counsel of its choosing at its own expense.

8. Severability

8.1. The Parties agree that, if any section or sub-section of this Addendum is held by any court or competent authority to be unlawful or unenforceable, it shall not invalidate or render unenforceable any other section of this Addendum.

9. Miscellaneous

9.1. The Addendum considers the following and follows:
  1. Privacy by Design and default
  2. Achieving security of Processing
  3. Notification of breaches involving Customer Personal Data to the relevant Supervisory Authority
  4. Notification of breaches involving Customer Personal Data to Customer
  5. Conducting Privacy Impact Assessment where appropriate and required by applicable Data Protection Law
  6. Assurance of VTION’s assistance by if prior consultations with relevant Supervisory Authorities are needed and required by applicable Data Protection Laws.
9.2. VTION shall comply with all statutory and regulatory requirements, ISO 27001:2022, ISO 27701:2019, DPDPA and GDPR requirements.
9.3. In the event a Data Subject wishes to exercise its data subject rights under applicable Data Protection Law, including, but not limited to, a data subject’s right of access, correction and/or erasure of its Personal Data in VTION’s control, the Data Subjects can submit such request done by contacting VTION’s Data Protection Officer (DPO) below. Also for raising concerns and/or any complaints related to the Customer Personal Data that can be done by contacting the Data Protection Officer below:
Name: Shailesh Varudkar
Email ID: [email protected]
9.4. There are no Temporary files getting generated during processing.
Annexure 1 to Data Protection Addendum

Description of Processing Activities for Customer Personal Data

This Annexure includes certain details of the Processing of Customer Personal Data by VTION in connection with the Services.

1. List of Parties

Data Exporter
Name: Customer (as defined in the Agreement)
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 VTION in accordance with the Agreement.
Signature and date: Signature and date are set out in the Agreement.
Role (controller/processor): Controller
Data Importer
Name: VTION
Address: B 003, The Ivy, Sushant Lok 1, Block A, Gurgaon – 122009, Haryana, India
Contact person’s name, position and contact details: Shailesh Varudkar, Data Protection Officer, [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
2. Competent Supervisory Authority
Identify the competent supervisory authority/ies in accordance with Applicable Data Protection Clause Data Protection Authority
3. Processing Information
Categories of data subjects whose personal data is transferred Customer’s authorized users of the Services
Categories of personal data transferred Processed automatically by the Services:
  • Names
  • email IDs

Processed where and to the extent provided by Customer or its authorized users in connection with services provided by VTION:
  • Personnel Name
  • Designation
  • Contact number
Sensitive personal data transferred None
Frequency of the transfer Continuous
Nature of the processing The nature of the processing is more fully described in the Agreement and accompanying order forms but will include the following basic processing activities: The provision of Services to Customer. In order to provide Services to the Customer, VTION receives identifying Customer Personal Data to permit VTION to provide access to VTION dashboard to view consumer research reports.

The purpose of the transfer is to facilitate the performance of the Services more fully described in the Agreement and accompanying order forms.
Purpose of the data transfer and further processing
For processing involving European Union and California consumers, please select the Business Purpose(s) for Processing Personal Data
  • N/A if left blank.
  • Helping to ensure security and integrity to the extent the use of the consumer’s personal information is reasonably necessary and proportionate for these purposes.
  • Debugging to identify and repair errors that impair existing intended functionality.
  • Performing services on behalf of the business, including maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing financing, providing analytic services, providing storage, or providing similar services on behalf of the business.
  • Providing advertising and marketing services, except for cross-context behavioral advertising, to the consumer provided that, for the purpose of advertising and marketing, a service provider or contractor shall not combine the personal information of opted-out consumers that the service provider or contractor receives from, or on behalf of, the business with personal information that the service provider or contractor receives from, or on behalf of, another person or persons or collects from its own interaction with consumers.
  • Undertaking internal research for technological development and demonstration.
  • To retain and employ another service provider or contractor as a subcontractor where the subcontractor meets the requirements for a service provider or contractor under GDPR and CCPA.
  • To build or improve the quality of the services it is providing to the business even if this Business Purpose is not specified in the written contract required by GDPR and CCPA provided that Service Provider does not use the Customer Personal Data to perform Services on behalf of another person.
  • To prevent, detect, or investigate data security incidents or protect against malicious, deceptive, fraudulent, or illegal activity, even if this Business Purpose is not specified in the written contract.
Period for which the personal data will be retained or criteria used to determine that period The period for which the Customer Personal Data will be retained is more fully described in the Agreement, Addendum, and accompanying order forms.
Subprocessor transfers – subject matter, nature, and duration of processing The subject matter, nature, and duration of the Processing more fully described in the Agreement, Addendum, and accompanying order forms.
4. Technical and Organizational Security Measures
Description of the technical and organisational security measures implemented by VTION 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.
4.1. Security

4.1.1. Security Management System

  1. Organization. VTION designates qualified security personnel whose responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.
  2. 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.
  3. Assessments. VTION engages a reputable independent third-party to perform risk assessments of all systems containing Customer Personal Data at least once annually.
  4. Risk Treatment. VTION 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.
  5. Vendor Management. VTION maintains an effective vendor management program
  6. Incident Management. VTION reviews security incidents regularly, including effective determination of root cause and corrective action.
  7. Standards. VTION operates an information security management system that complies with the requirements of ISO/IEC 27001:2022 standard.
4.2. Personnel Security.
4.2.1. VTION personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. VTION 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.
4.2.2. 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, VTION’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). VTION’s personnel will not process Customer Personal Data without authorization.
4.3. Access Controls

4.3.1. Access Management. VTION 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 Customer Personal Data and systems storing, accessing or transmitting Customer Personal Data to properly authorized persons having a need for such access. Access reviews are conducted periodically to ensure that only those personnel with access to Customer Personal Data still require it.

4.3.2. Infrastructure Security Personnel. VTION has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. VTION’s infrastructure security personnel are responsible for the ongoing monitoring of VTION’s security infrastructure, the review of the Services, and for responding to security incidents.
4.3.3. Access Control and Privilege Management. VTION’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.
4.3.4. Internal Data Access Processes and Policies – Access Policy. VTION’s internal data access processes and policies are designed to protect against unauthorized access, use, disclosure, alteration or destruction of Customer Personal Data. VTION 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”, and to prevent others who should not have access from obtaining access. VTION requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; a need to know basis; and must be in accordance with VTION’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies follow industry standard practices. These standards include password complexity, password expiry, password lockout, restrictions on password reuse and re-prompt for password after a period of inactivity.
4.4. Data Center and Network Security
4.4.1. Data Centers.
  1. Infrastructure. VTION has Microsoft Azure as its data center.
  2. Resiliency. Multi Availability Zones are enabled on Azure and VTION conducts Backup Restoration Testing on regular basis to ensure resiliency.
  3. Server Operating Systems. VTION’s servers are customized for the application environment and the servers have been hardened for the security of the Services. VTION employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.
  4. Disaster Recovery. VTION replicates data over multiple systems to help to protect against accidental destruction or loss. VTION has designed and regularly plans and tests its disaster recovery programs.
  5. Security Logs. VTION’s systems have logging enabled to their respective system log facility in order to support the security audits, and monitor and detect actual and attempted attacks on, or intrusions into, VTION’s systems.
  6. Vulnerability Management. VTION performs regular vulnerability scans on all infrastructure components of its production and development environment.  Vulnerabilities are remediated on a risk basis, with Critical, High and Medium security patches for all components installed as soon as commercially possible.

4.4.2. Networks and Transmission.

  1. Data Transmission. Transmissions on production environment are transmitted via Internet standard protocols.
  2. External Attack Surface. Azure Network Security Groups which is equivalent to virtual firewall is in place for Production environment on Azure.
  3. Incident Response. VTION maintains incident management policies and procedures, including detailed security incident escalation procedures. VTION monitors a variety of communication channels for security incidents, and VTION’s security personnel will react promptly to suspected or known incidents, mitigate harmful effects of such security incidents, and document such security incidents and their outcomes.
  4. Encryption Technologies. VTION makes HTTPS encryption (also referred to as SSL or TLS) available for data in transit.
4.5. Data Storage, Isolation, Authentication, and Destruction. VTION stores data in a multi-tenant environment on Azure servers. Data, the Services database and file system architecture are replicated between multiple availability zones on Azure. VTION logically isolates the data of different customers. A central authentication system is used across all Services to increase uniform security of data. VTION ensures secure disposal of Client Data through the use of a series of data destruction processes.
Annexure 2
VTION’s Sub-processors
Name of Sub-processor Description of Processing Location of Sub-processor
Microsoft Azure Cloud Infrastructure India
Microsoft Azure Active Directory Email services India
Zoho Invoicing, CRM solution India