Data processing agreement

1. Scope and roles

1.1This agreement applies where Lingo processes personal data on behalf of the Customer in providing the Service. Words defined in the terms of service have the same meaning here. “Data Protection Law” means the UK GDPR and the Data Protection Act 2018, and the EU GDPR where it applies.

1.2The Customer is the controller of that personal data, or a processor acting for its own customer. Lingo is the Customer’s processor.

1.3If this agreement and the terms of service conflict on anything about personal data, this agreement applies.

2. Details of the processing

The processing covered by this agreement is as follows.

3. Lingo’s obligations

Lingo will:

• process the personal data only on the Customer’s documented instructions, which are this agreement, the terms of service and the Customer’s use of the Service, unless the law requires otherwise, in which case Lingo will tell the Customer first where the law allows;
• tell the Customer if it believes an instruction breaks Data Protection Law;
• make sure everyone it authorises to process the data is bound to keep it confidential;
• keep in place the security measures described in this agreement;
• help the Customer, by appropriate technical and organisational measures, to answer requests from people exercising their data protection rights, and pass on promptly any such request it receives directly;
• help the Customer with data protection impact assessments and with consulting the regulator, taking into account the information available to Lingo;
• not use the personal data for its own purposes, and not use it to train or fine-tune any AI model.

4. Security measures

Lingo maintains at least the following measures.

• Encryption in transit: all data is encrypted with TLS 1.2 or higher, including connections to the messaging and model providers.
• Encryption at rest: databases, file storage and backups are encrypted using AES-256.
• Access: access to live systems is limited to named Lingo staff, requires multi-factor authentication and is logged.
• Separation: each customer’s documentation, Guides, conversations, images and settings are logically isolated and tied to that customer, and every record carries the customer’s identifier.
• Customer accounts: the dashboard has an account for each person, with roles that control who can view conversations, edit Guides and publish them, and multi-factor authentication.
• Change control: new features are reviewed against Lingo’s AI risk assessment and tested before release, and can be switched on for one customer at a time.
• Staff access to conversations: authorised Lingo staff may view conversations only to give support, investigate incidents and help the Customer improve its own Guides.

5. Sub-processors

5.1The Customer gives Lingo general authorisation to use the sub-processors listed below.

5.2Lingo will tell the Customer in advance before adding or replacing a sub-processor. If the Customer objects on reasonable data protection grounds, the two will discuss the objection in good faith; if it cannot be resolved, the Customer may end the part of the Service affected.

5.3Lingo has a written contract with each sub-processor that imposes data protection obligations equivalent to those in this agreement, and remains fully responsible to the Customer for each sub-processor’s performance.

5.4No sub-processor receives more data than it needs for its role. The model providers receive the text of a question and its answer only for as long as it takes to produce the reply.

6. International transfers

6.1Customer data is stored in Ireland.

6.2Personal data is transferred outside the United Kingdom where message content is carried or processed by a sub-processor in the United States. Those transfers are made under the sub-processor’s data processing terms, which include the UK International Data Transfer Addendum to the EU Standard Contractual Clauses or, where the sub-processor is certified, the UK–US Data Bridge.

6.3Lingo will not transfer personal data outside the United Kingdom in any other way without a transfer mechanism that Data Protection Law recognises.

7. Personal data breaches

7.1Lingo will tell the Customer without undue delay after becoming aware of a personal data breach affecting the Customer’s data.

7.2Lingo will say what happened, what data and how many people are likely to be affected, and what it is doing about it, as far as it knows, and will add to that information as it learns more.

7.3Lingo will give the Customer reasonable help to meet its own duties to notify the regulator and the people affected.

8. Retention, return and deletion

8.1Conversations and images are kept for the term of the agreement so that the Customer can review them.

8.2The Customer may ask Lingo to delete particular conversations or particular Users’ data at any time.

8.3When the agreement ends, Lingo will delete the Customer’s data within 30 days. Before then the Customer may export it. Backups age out within 35 days of the deletion. Search indexes, embeddings and usage figures derived from the Customer’s data are deleted with it.

8.4Lingo will confirm deletion in writing if the Customer asks.

8.5The routing provider is set not to retain questions or answers. The model providers keep the data sent to them only briefly, to monitor for abuse, under their own terms.

9. Information and audit

9.1Lingo will give the Customer the information it reasonably needs to show that this agreement is being followed, including answers to security questionnaires.

9.2Lingo will help the Customer obtain the independent audit reports and certificates published by its sub-processors.

9.3Where that information is not enough, the Customer may audit Lingo’s compliance with this agreement once in any 12 months, or after a personal data breach, on reasonable notice, in working hours, under a duty of confidentiality and without access to other customers’ data.

10. The Customer’s obligations

The Customer will:

• make sure it has a lawful basis for the processing and has given its Users the privacy information the law requires, including that an AI assistant is used and which channels and suppliers are involved;
• give only instructions that comply with Data Protection Law;
• not ask its Users for special category data, payment card details or identity documents through the Service.

11. Liability and governing law

11.1Each party’s liability under this agreement is subject to the limits in the terms of service.

11.2This agreement is governed by the laws of Northern Ireland, and the courts of Northern Ireland have exclusive jurisdiction.