Data Processing Agreement

These standard contractual clauses ("the Clauses") govern the processing of personal data by Ark Innovative Technologies & Services Limited, trading as Ark HQ ("the processor", "we") on behalf of the school, board of management, education and training board or other organisation using Giraft ("the controller", "the School", "you"). Together with Annexes I to IV they form the Data Processing Agreement for the Giraft service.

The School enters into these Clauses when it accepts the Terms of Service or signs a Terms of Engagement. No separate signature is required; we will sign a counterpart of Annex I on request.

• •The purpose of these Clauses is to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 (the GDPR).
• •The controller and the processor listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) GDPR.
• •These Clauses apply to the processing of personal data as specified in Annex II.
• •Annexes I to IV are an integral part of the Clauses.
• •These Clauses are without prejudice to obligations to which the controller is subject by virtue of the GDPR.
• •These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V GDPR; Clause 7.8 sets out how those transfers are handled.

• •The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
• •This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract — the Terms of Service or a signed Terms of Engagement — or from adding other clauses or additional safeguards, provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

• •Where these Clauses use the terms defined in the GDPR — controller, processor, personal data, processing, data subject, personal data breach and others — those terms have the same meaning as in the GDPR. In Ireland the GDPR is read together with the Data Protection Act 2018.
• •These Clauses shall be read and interpreted in the light of the provisions of the GDPR.
• •These Clauses shall not be interpreted in a way that runs counter to rights and obligations provided for in the GDPR or in a way that prejudices the fundamental rights or freedoms of the data subjects.

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter — including the Terms of Service and any signed Terms of Engagement — these Clauses shall prevail.

• •Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller by completing the Annexes and signing Annex I. An education and training board or patron body may accede in this way in respect of the schools it manages.
• •Once the Annexes are completed and Annex I signed, the acceding entity shall be treated as a Party to the Clauses and have the rights and obligations of a controller.
• •The acceding entity shall have no rights or obligations resulting from these Clauses for the period before becoming a Party.

The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on the controller's behalf, are specified in Annex II.

• •The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
• •The processor shall immediately inform the controller if, in the processor's opinion, instructions given by the controller infringe the GDPR or the applicable Union or Member State data protection provisions.

The School's use of the service, together with the Terms of Service and these Clauses, constitutes its initial documented instructions. Further instructions can be given in writing; where they fall outside the scope of the service, we may charge for the work or decline where it is not technically feasible.

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.

Processing by the processor shall only take place for the duration specified in Annex II.

• •The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.
• •The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences ("sensitive data"), the processor shall apply specific restrictions and/or additional safeguards.

The service does not require sensitive data and does not request it. The School is asked not to upload student records, child protection records or other sensitive data unless the policy work genuinely requires it. Where sensitive data is nonetheless present in a document the School uploads, it is processed under these Clauses with the measures in Annex III, access is limited to the School's own account, and it is never sent to the marketing or analytics providers.

• •The Parties shall be able to demonstrate compliance with these Clauses.
• •The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
• •The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from the GDPR. At the controller's request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.
• •The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
• •The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority on request.

In practice: audits are limited to once in any twelve-month period unless a personal data breach or a supervisory authority requires otherwise, are requested with at least thirty (30) days' written notice, are conducted during business hours in a way that does not disrupt the service, and are subject to confidentiality. We may satisfy an audit request by providing existing documentation, including Annex III and any third-party reports we hold. We will provide a completed processor-side data protection impact assessment questionnaire and a data inventory on request.

• •The processor has the controller's general authorisation for the engagement of sub-processors from the agreed list in Annex IV. The processor shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.
• •Where the processor engages a sub-processor for carrying out specific processing activities on behalf of the controller, it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to the GDPR.
• •At the controller's request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secrets or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
• •The processor shall remain fully responsible to the controller for the performance of the sub-processor's obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.
• •The processor shall agree a third-party beneficiary clause with the sub-processor whereby — in the event the processor has factually disappeared, ceased to exist in law or has become insolvent — the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

If the School objects to a new or replacement sub-processor on reasonable data protection grounds within the notice period and we cannot resolve the objection, the School may terminate the affected part of the service without penalty and receive a pro-rata refund for the unused part of its term.

• •Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject, and shall take place in compliance with Chapter V of the GDPR.
• •The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7 for carrying out specific processing activities on behalf of the controller, and those processing activities involve a transfer of personal data within the meaning of Chapter V of the GDPR, the processor and the sub-processor can ensure compliance with Chapter V by using standard contractual clauses adopted by the Commission in accordance with Article 46(2) GDPR, provided the conditions for the use of those standard contractual clauses are met.

All School data at rest — the database, authentication and file storage — is held in Ireland, in the AWS eu-west-1 region, and the application runs on Vercel's Dublin region. Sub-processors outside Ireland handle School data only in the course of the processing described in Annex IV.

Error monitoring, product analytics and search indexing run within the European Union and involve no transfer outside the EEA.

The sub-processors that process data in the United States are shown in Annex IV. The principal ones are the language model provider, which receives policy text and school context in order to draft and read documents; the PDF conversion service, which receives the content of an uploaded PDF while converting it; and the email delivery provider, which receives recipient names, work email addresses and the content of workflow emails, and holds its delivery logs in the United States.

For each of those transfers we rely on the European Commission's Standard Contractual Clauses (Decision (EU) 2021/914), Module Three (processor to sub-processor), incorporated into the sub-processor's data processing terms, supplemented by a transfer risk assessment and the safeguards in Annex III — encryption in transit, the minimum data for the purpose, provider-scoped credentials, no model training and limited retention. Copies of the relevant clauses are available on request.

The anti-abuse challenge provider serves only the free public preview on our marketing site and never processes School data. The consent-gated marketing trackers listed in our Privacy Policy never receive School data.

• •The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.
• •The processor shall assist the controller in fulfilling its obligations to respond to data subjects' requests to exercise their rights, taking into account the nature of the processing. In fulfilling these obligations, the processor shall comply with the controller's instructions.
• •In addition to the processor's obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor: the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a data protection impact assessment) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons; the obligation to consult the competent supervisory authority prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk; the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated; and the obligations in Article 32 GDPR.
• •The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.

In practice: School administrators can view, correct, export and delete data in-product — policy PDFs, CSV and audit-pack exports, staff and board member records — so most requests can be answered without our involvement. Whole-account export and full erasure are performed by us on the School's written instruction, without undue delay and within the statutory one-month period. A request that reaches us directly is logged, acknowledged and forwarded to the School's data protection contact; we do not respond ourselves except to direct the person to the School.

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 GDPR, where applicable, taking into account the nature of processing and the information available to the processor.

9.1 Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller: in notifying the personal data breach to the competent supervisory authority (in Ireland, the Data Protection Commission) without undue delay after the controller has become aware of it, where relevant, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons; in obtaining the information which is to be stated in the controller's notification — the nature of the personal data including, where possible, the categories and approximate number of data subjects and records concerned; the likely consequences of the breach; and the measures taken or proposed to address the breach and mitigate its possible adverse effects; and in complying, pursuant to Article 34 GDPR, with the obligation to communicate without undue delay the personal data breach to the data subject, when the breach is likely to result in a high risk to the rights and freedoms of natural persons.

9.2 Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach — and in any event within forty-eight (48) hours. Such notification shall contain, at least: a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned); the details of a contact point where more information concerning the personal data breach can be obtained; and its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects. Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. The processor shall cooperate with and assist the controller in complying with Articles 33 and 34 GDPR.

The School nominates a contact to receive breach notifications (Annex I). It remains the School's responsibility, as controller, to notify the Data Protection Commission and affected data subjects where required; we will provide the assistance set out above.

• •Without prejudice to any provisions of the GDPR, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
• •The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if: the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension; the processor is in substantial or persistent breach of these Clauses or its obligations under the GDPR; or the processor fails to comply with a binding decision of a competent court or the competent supervisory authority regarding its obligations pursuant to these Clauses or to the GDPR.
• •The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1(b), the controller insists on compliance with the instructions.
• •Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

In practice: during the term, the School can export its policies and records at any time. On termination we make School data available for export for thirty (30) days, then delete it from live systems within a further thirty (30) days unless the School asks us in writing to delete it sooner or the law requires us to keep it. Backups are overwritten on a rolling cycle and deleted data is removed from them within thirty (30) days. We confirm deletion in writing on request. A demonstration account and its contents are deleted after the period stated when the account is set up.

Controller

The school, board of management, education and training board or other organisation using Giraft, as identified by name and roll number in its Giraft account or in a signed Terms of Engagement, acting through its principal or the contact it nominates. The controller's contact for data protection matters and for breach notifications under Clause 9 is the address recorded in the School's Giraft settings, or as stated in the Terms of Engagement.

Processor

Ark Innovative Technologies & Services Limited, trading as Ark HQ, a company registered in Ireland under number 600940, registered office Cube Building, Monahan Road, Cork, Ireland. Contact for data protection matters: privacy@giraft.ai. Security reports: security@giraft.ai.

Signature and date

These Clauses are agreed by the controller's acceptance of the Terms of Service or signature of a Terms of Engagement, and by the processor's publication of this document at giraft.ai/legal/dpa. A signed counterpart of this Annex is available on request.

Categories of data subjects

School staff; members of the board of management; consultation reviewers, who may include parents, students or union representatives invited by the School; and any individual named in a policy document the School creates or uploads.

Categories of personal data

Names, work email addresses and roles of staff, board members, designated liaison persons and other named post-holders; consultation reviewers' self-declared names and email addresses and the comments they submit; acknowledgement and voting records; signature images of the principal and chairperson, where the School chooses to capture them; the School's own published website content (crest, description and links to existing policy documents) gathered during onboarding and confirmed by the School; and any personal data contained within the policy documents the School creates or uploads, including photographs and scans placed in a policy from the editor. Those pictures are stored and retained with the policy text. The service holds no student data fields, no home addresses and no dates of birth.

Sensitive data

None required or requested. See Clause 7.5 for the restrictions applied where sensitive data is nonetheless present in a document the School uploads.

Nature of the processing

Hosting, storing, organising, transmitting, retrieving and analysing School data, including sending it to the language model provider in order to draft policy text, read uploaded documents, suggest edits and answer questions about a policy.

Purpose(s) of the processing

To draft, review, consult on, approve, publish, evidence and search the School's policies; to send the emails the workflow depends on; and to provide support.

Subject matter

Provision of the Giraft policy management service to the School.

Duration of the processing

For as long as the School uses the service, and for the return-and-deletion period in Clause 10. Within the term, retention of policy and governance data — policies and their versions, consultation comments, votes, acknowledgements and adoption records — follows the School's own records retention schedule; we expect the adoption record to be kept for the life of the policy and the period the School sets for board records. Transient data is time-limited in code: board vote links expire after seven days, invitation and setup links after a fixed period of between seven and fourteen days, and consultation review links stop accepting comments when their round closes.

Processing by sub-processors

The subject matter, nature and duration of each sub-processor's processing are set out against its entry in Annex IV. Each sub-processor processes only for the duration of the service and its own contracted retention period.

Automated processing and model providers. The language model receives the policy text and the school details needed to complete it and, where a reviewer's comment is being answered, the text of that comment. It never receives the staff roster, the board member list, or vote or acknowledgement records, and it is never asked to assess a person. When drafting, it may also retrieve extracts of the same School's own policies so terminology and cross-references stay consistent — retrieval within one school account, for the original purpose. School data is not used to train the models of those providers, and we do not use School data to train models of our own. The providers retain data only for a limited period, for abuse monitoring, under their published data-retention terms; we review those no-training and retention terms with each provider at least annually.

The service does not carry out automated decision-making producing legal or similarly significant effects on data subjects, and applies no profiling, scoring or ranking of people. Generated policy text is always a draft for the School to review, amend and approve through its own governance process. Under Regulation (EU) 2024/1689 (the AI Act), the obligations attaching to general-purpose models rest with the model provider; drafting policy text for human review is not a high-risk use listed in Annex III of that Regulation. We monitor its phased application and will update this Annex as obligations take effect.

Technical and organisational measures, including measures to ensure the security of the data, implemented by the processor. We review these measures periodically and may update them, provided the level of protection is not reduced.

Encryption

Encryption of data in transit (TLS) and at rest, on both the database and file storage.

Confidentiality and tenant isolation

Row-level security keyed to school membership protects every direct database access, and our server verifies school ownership on each request that touches School data, so one school's data is not returned to another school's account. Role-based access within each school account — administrator, member and viewer — is checked on every request, with privileged operations restricted to administrators. Board members and consultation reviewers are not given accounts; they act through time-limited links scoped to one vote or one consultation round.

User identification and authorisation

Acknowledgement, invitation and setup links are single-use tokens stored only as an irreversible SHA-256 hash, so a database copy does not yield a working link. Invitation and setup links expire after a fixed period of days; an acknowledgement link remains valid until its round closes. Opening a link records that it was opened; the action itself is taken only on an explicit click, so an email scanner pre-fetching a link cannot consume it. Board vote links are signed, time-limited tokens that expire after seven days. Consultation review links are a per-round access token shared with the audience the School chooses; commenting through the link closes with the review.

Protection of data during storage

Private document storage, served through signed links rather than public URLs. Signature images are readable on the public portal only where they form part of a published policy's adoption record.

Integrity of the governance record

A policy ratified through the board-vote workflow is sealed with a SHA-256 hash and a frozen copy of the exact text the board approved, which the School can verify from the exported record without relying on Giraft. Every status change, approval, vote and acknowledgement is recorded in an audit trail within the school account.

Input control and abuse prevention

Uploaded files validated by file signature and size. Rate limiting on the unauthenticated surfaces that invoke the language model or send email, and a bot challenge on the public policy preview that refuses the request when the challenge is not passed.

Internal access governance

Least-privilege access to production systems for our own staff, each under a duty of confidentiality and trained in their data protection responsibilities. Where a member of our team enters a school account for onboarding or support, that access is shown on screen as an operator banner while in use and is removed on exit. Generation and audit logs are written only by the server and, where readable at all, are limited to the School's own records by row-level security.

Availability, resilience and recovery

Continuous error monitoring, dependency patching and automated checks on every change. Provider backups on a rolling cycle, with deleted data leaving backups within thirty (30) days.

Data minimisation and quality

Structured personal data is limited to name, work email, role and workflow timestamps; there are no student data fields; board-member email is optional. All direct collection is through server-side validated forms; school details, post-holders, staff roster and board members are editable by a school administrator at any time; ratified text is corrected by a new version so the approved record is preserved.

Measures for assisting the controller (Clause 8)

In-product access, correction, export and deletion for School administrators (policy PDF, CSV and audit-pack exports; staff and board member records); whole-account export and erasure on written instruction within the statutory period; logging and forwarding of any data subject request received directly; a completed processor-side data protection impact assessment questionnaire and data inventory on request; 48-hour breach notification with the content in Clause 9.2.

The controller has authorised the use of the following sub-processors. The data column states what each one receives; the region column states where its processing takes place. Rows marked "to confirm" state the vendor's published posture and have not yet been verified against our account.

Each sub-processor is engaged under a written contract imposing data protection obligations no less protective than these Clauses. Changes to this list are notified at least thirty (30) days in advance under Clause 7.7. The marketing and analytics providers used on our public website are not sub-processors of School data — they never receive it — and are listed in our Privacy Policy.

Questions about these Clauses, or requests for a signed counterpart of Annex I, copies of standard contractual clauses or Annex III detail, should be sent to privacy@giraft.ai.