XIndia — Data Processing & Buyer Confidentiality Agreement
Restricted Processing Agreement under Section 8 of the Digital Personal Data Protection (DPDP) Act, 2023
- Between: XIndia Technologies Private Limited (“XIndia”, Data Fiduciary)
- And: The Registered Seller / Manufacturer (“Seller”, Recipient & Independent Data Fiduciary)
1. Purpose & Legal Relationship
- This Agreement governs the access, handling, and processing of personal data and commercial information of prospective buyers (including contact details, corporate designations, technical RFQ documents, and CAD drawings) transmitted to the Seller via XIndia.
- Statutory Position: XIndia acts as a Data Fiduciary for marketplace lead matchmaking. Upon unlocking and receiving a buyer inquiry, the Seller acts as an Independent Data Fiduciary in relation to their direct commercial communications with the buyer, and is bound by strict purpose limitation and the statutory duties of Section 8 of the DPDP Act 2023.
2. Mandatory Covenants & Processing Restrictions
The Seller expressly covenants and agrees that:
- Strict Purpose Limitation: Buyer personal data (phone numbers, email addresses, RFQ parameters) shall be processed strictly and exclusively for responding to the specific trade inquiry or executing commercial supply agreements.
- Absolute Prohibition on Marketing & Resale: The Seller shall NOT sell, rent, lease, syndicate, transfer, or disclose buyer personal data to any third-party marketing agency, data broker, advertising network, or other manufacturers.
- No Unsolicited Automated Spam: The Seller shall not enroll buyer phone numbers into automated bulk WhatsApp messaging campaigns or robocalls without obtaining the buyer’s separate explicit consent.
- Proprietary & Technical Confidentiality: All engineering drawings, CAD files, chemical formulations, and custom blueprints shared by buyers are strictly confidential trade secrets. The Seller shall not reverse-engineer, duplicate, or share them outside authorized production engineers.
3. Technical Safeguards & Mandatory Breach Notification
- Security Standards (Section 8(5), DPDP Act): The Seller shall maintain reasonable technical and organizational security safeguards (access control, encrypted storage, password protection) to prevent unauthorized access or disclosure of buyer data.
- 24-Hour Breach Notification: In the event of any security incident, ransomware attack, or unauthorized access involving buyer data received from XIndia, the Seller must notify XIndia in writing at privacy@xindia.live within twenty-four (24) hours, enabling statutory notifications to the Data Protection Board of India under Section 8(6).
4. Data Erasure upon Demand (Section 12, DPDP Act)
Upon receipt of a written erasure request from the buyer or XIndia, or upon termination of commercial discussions where no purchase order was executed, the Seller shall promptly and permanently erase all personal data and proprietary files belonging to the buyer.
5. Seller Indemnity for DPDP Violations
The Seller agrees to unconditionally defend, indemnify, and hold harmless XIndia Technologies Private Limited against any and all penalties, fines (including statutory penalties imposed by the Data Protection Board of India under the Schedule of the DPDP Act 2023), damages, legal costs, and judgments arising directly or indirectly from the Seller’s unauthorized disclosure, breach, or misuse of buyer personal data.