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Weld/Legal/Data Processing Agreement

Data Processing Agreement

How Weld processes personal data on your behalf. These Clauses set out the rights and obligations of the data controller and the data processor under Article 28(3) of the GDPR.

Last updated
25 September 2026
Data processor
Weld Technologies ApS
Data controller
You
Summarize withClaudeChatGPT

weld.app/data-processing-agreement

  • Terms of ServiceTerms of Service
  • Data Processing AgreementData Processing Agreement
  • Service Level AgreementService Level Agreement
  • Privacy PolicyPrivacy Policy
  • EU Data Act AddendumEU Data Act Addendum

1. Table of contents

  1. 2. Preamble
  2. 3. The rights and obligations of the data controller
  3. 4. The data processor acts according to instructions
  4. 5. Confidentiality
  5. 6. Security of processing
  6. 7. Use of sub-processors
  7. 8. Transfer of data to third countries or international organisations
  8. 9. Assistance to the data controller
  9. 10. Notification of personal data breach
  10. 11. Erasure and return of data
  11. 12. Audit and inspection
  12. 13. The parties’ agreement on other terms
  13. 14. Commencement and termination
  14. Appendix A: Information about the processing
  15. Appendix B: Authorised sub-processors
  16. Appendix C: Instructions pertaining to the use of personal data
  17. Appendix D: The parties' terms of agreement on other subjects

2. Preamble

  1. 2.1 These Contractual Clauses (the Clauses) set out the rights and obligations of the data controller and the data processor, when processing personal data on behalf of the data controller.
  2. 2.2 The Clauses have been designed to ensure the parties’ compliance with Article 28(3) of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
  3. 2.3 In the context of providing the Weld data platform and related services to the data controller, the data processor will process personal data on behalf of the data controller in accordance with the Clauses. This covers all features of the Services, including data integration from the data controller's IT systems into a data warehouse, Weld managed data warehouses, data transformation, reverse ETL to the data controller's other IT systems, AI features (including the AI assistant and the MCP server), and data and consulting services provided by the data processor's data experts.
  4. 2.4 The Clauses shall take priority over any similar provisions contained in other agreements between the parties.
  5. 2.5 Four appendices are attached to the Clauses and form an integral part of the Clauses.
  6. 2.6 Appendix A contains details about the processing of personal data, including the purpose and nature of the processing, type of personal data, categories of data subject and duration of the processing.
  7. 2.7 Appendix B contains the data controller’s conditions for the data processor’s use of sub-processors and a list of sub-processors authorised by the data controller.
  8. 2.8 Appendix C contains the data controller’s instructions with regards to the processing of personal data, the minimum security measures to be implemented by the data processor and how audits of the data processor and any sub-processors are to be performed.
  9. 2.9 Appendix D contains provisions for other activities which are not covered by the Clauses.
  10. 2.10 The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
  11. 2.11 The Clauses shall not exempt the data processor from obligations to which the data processor is subject pursuant to the General Data Protection Regulation (the GDPR) or other legislation.

3. The rights and obligations of the data controller

  1. 3.1 The data controller is responsible for ensuring that the processing of personal data takes place in compliance with the GDPR (see Article 24 GDPR), the applicable EU or Member State data protection provisions and the Clauses.
  2. 3.2 The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.
  3. 3.3 The data controller shall be responsible, among other things, for ensuring that the processing of personal data, which the data processor is instructed to perform, has a legal basis.

4. The data processor acts according to instructions

  1. 4.1 The data processor shall process personal data only on documented instructions from the data controller, unless required to do so by Union or Member State law to which the processor is subject; in such a case, the data processor shall inform the data controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. Such instructions shall be specified in Appendices A and C. Subsequent instructions can also be given by the data controller throughout the duration of the processing of personal data, but such instructions shall always be documented and kept in writing, including electronically, in connection with the Clauses.
  2. 4.2 The data processor shall immediately inform the data controller if instructions given by the data controller, in the opinion of the data processor, contravene the GDPR or the applicable EU or Member State data protection provisions.

5. Confidentiality

  1. 5.1 The data processor shall only grant access to the personal data being processed on behalf of the data controller to persons under the data processor’s authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need-to-know basis. The list of persons to whom access has been granted shall be kept under periodic review. Based on this review, such access to personal data can be withdrawn, if access is no longer necessary, and personal data shall consequently not be accessible anymore to those persons.
  2. 5.2 The data processor shall at the request of the data controller demonstrate that the concerned persons under the data processor’s authority are subject to the abovementioned confidentiality.

6. Security of processing

  1. 6.1 Article 32 GDPR stipulates that, considering 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, the data controller and data processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

    The data controller shall evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. Depending on their relevance, the measures may include the following:
    1. Pseudonymisation and encryption of personal data;
    2. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
    3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
    4. a process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
  2. 6.2 According to Article 32 GDPR, the data processor shall also – independently from the data controller – evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. To this effect, the data controller shall provide the data processor with all information necessary to identify and evaluate such risks.
  3. 6.3 Furthermore, the data processor shall assist the data controller in ensuring compliance with the data controller’s obligations pursuant to Article 32 GDPR, by inter alia providing the data controller with information concerning the technical and organisational measures already implemented by the data processor pursuant to Article 32 GDPR along with all other information necessary for the data controller to comply with the data controller’s obligation under Article 32 GDPR.

    If subsequently – in the assessment of the data controller – mitigation of the identified risks require further measures to be implemented by the data processor, than those already implemented by the data processor pursuant to Article 32 GDPR, the data controller shall specify these additional measures to be implemented in Appendix C.

7. Use of sub-processors

  1. 7.1 The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR to engage another processor (a sub-processor).
  2. 7.2 The data processor shall therefore not engage another processor (sub-processor) for the fulfilment of the Clauses without the prior general written authorisation of the data controller.
  3. 7.3 The data processor has the data controller’s general authorisation for the engagement of sub-processors. The data processor shall inform in writing the data controller of any intended changes concerning the addition or replacement of sub-processors at least thirty (30) calendar days in advance, thereby giving the data controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). If the data controller wishes to object to the change, the data controller shall state so in writing within the notice period, on reasonable grounds relating to data protection. The parties shall then discuss the objection in good faith. If the parties cannot resolve the objection before the change takes effect, the data controller may terminate the affected Services with effect from the date of the change, without penalty, and shall receive a pro rata refund of any prepaid fees for the remainder of the subscription period. Absence of any objections from the data controller within the notice period shall be deemed a consent to the sub-processing. Longer time periods of prior notice for specific sub-processing services can be provided in Appendix B. The list of sub-processors already authorised by the data controller can be found in Appendix B.
  4. 7.4 Where the data processor engages a sub-processor for carrying out specific processing activities on behalf of the data controller, the same data protection obligations as set out in the Clauses shall be imposed on that sub-processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Clauses and the GDPR.

    The data processor shall therefore be responsible for requiring that the sub-processor at least complies with the obligations to which the data processor is subject pursuant to the Clauses and the GDPR.
  5. 7.5 A copy of such a sub-processor agreement and subsequent amendments shall – at the data controller’s request – be submitted to the data controller, thereby giving the data controller the opportunity to ensure that the same data protection obligations as set out in the Clauses are imposed on the sub-processor. Clauses on business related issues that do not affect the legal data protection content of the sub-processor agreement, shall not require submission to the data controller.
  6. 7.6 Where the sub-processor's standard terms allow it, the data processor shall agree a third-party beneficiary clause with the sub-processor where – in the event of bankruptcy of the data processor – the data controller shall be a third-party beneficiary to the sub-processor agreement and shall have the right to enforce the agreement against the sub-processor engaged by the data processor, e.g. enabling the data controller to instruct the sub-processor to delete or return the personal data.
  7. 7.7 If the sub-processor does not fulfil its data protection obligations, the data processor shall remain fully liable to the data controller as regards the fulfilment of the obligations of the sub-processor. This does not affect the rights of the data subjects under the GDPR – in particular those foreseen in Articles 79 and 82 GDPR – against the data controller and the data processor, including the sub-processor.

8. Transfer of data to third countries or international organisations

  1. 8.1 Any transfer of personal data to third countries or international organisations by the data processor shall only occur on the basis of documented instructions from the data controller and shall always take place in compliance with Chapter V GDPR.
  2. 8.2 Where transfers to third countries or international organisations, which the data processor has not been instructed to perform by the data controller, are required under EU or Member State law to which the data processor is subject, the data processor shall inform the data controller of that legal requirement prior to processing unless that law prohibits such information on important grounds of public interest.
  3. 8.3 Without documented instructions from the data controller, the data processor therefore cannot within the framework of the Clauses:
    1. transfer personal data to a data controller or a data processor in a third country or in an international organisation
    2. transfer the processing of personal data to a sub-processor in a third country
    3. have the personal data processed by the data processor in a third country
  4. 8.4 The data controller’s instructions regarding the transfer of personal data to a third country including, if applicable, the transfer tool under Chapter V GDPR on which they are based, shall be set out in Appendix C.6.
  5. 8.5 The Clauses shall not be confused with standard data protection clauses within the meaning of Article 46(2)(c) and (d) GDPR, and the Clauses cannot be relied upon by the parties as a transfer tool under Chapter V GDPR.

9. Assistance to the data controller

  1. 9.1 Taking into account the nature of the processing, the data processor shall assist the data controller by appropriate technical and organisational measures, insofar as this is possible, in the fulfilment of the data controller’s obligations to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR.

    This entails that the data processor shall, insofar as this is possible, assist the data controller in the data controller’s compliance with:
    1. the right to be informed when collecting personal data from the data subject
    2. the right to be informed when personal data have not been obtained from the data subject
    3. the right of access by the data subject
    4. the right to rectification
    5. the right to erasure (‘right to be forgotten’)
    6. the right to restriction of processing
    7. notification obligation regarding rectification or erasure of personal data or restriction of processing
    8. the right to data portability
    9. the right to object
    10. the right not to be subject to a decision based solely on automated processing, including profiling
  2. 9.2 In addition to the data processor’s obligation to assist the data controller pursuant to Clause 6.3, the data processor shall furthermore, considering the nature of the processing and the information available to the data processor, assist the data controller in ensuring compliance with:
    1. The data controller’s obligation to without undue delay and, where feasible, not later than seventy-two (72) hours after having become aware of it, notify the personal data breach to the competent supervisory authority, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
    2. the data controller’s obligation to communicate without undue delay the personal data breach to the data subject when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons;
    3. the data controller’s 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);
    4. the data controller’s 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 data controller to mitigate the risk.
  3. 9.3 The parties shall define in Appendix C the appropriate technical and organisational measures by which the data processor is required to assist the data controller as well as the scope and the extent of the assistance required. This applies to the obligations foreseen in Clauses 9.1 and 9.2.

10. Notification of personal data breach

  1. 10.1 In case of any personal data breach, the data processor shall, without undue delay after having become aware of it, notify the data controller of the personal data breach.
  2. 10.2 The data processor’s notification to the data controller shall take place no later than forty-eight (48) hours after the data processor has become aware of the personal data breach to enable the data controller to comply with the data controller’s obligation to notify the personal data breach to the competent supervisory authority, cf. Article 33 GDPR.
  3. 10.3 In accordance with Clause 9.2(a), the data processor shall assist the data controller in notifying the personal data breach to the competent supervisory authority, meaning that the data processor is required to assist in obtaining the information listed below which, pursuant to Article 33(3) GDPR, shall be stated in the data controller’s notification to the competent supervisory authority:
    1. The nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
    2. the likely consequences of the personal data breach;
    3. the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
  4. 10.4 The parties shall define in Appendix C all the elements to be provided by the data processor when assisting the data controller in the notification of a personal data breach to the competent supervisory authority.

11. Erasure and return of data

  1. 11.1 On termination of the provision of personal data processing services, the data processor shall, within the period set out in Appendix C.4, delete all personal data processed on behalf of the data controller and certify to the data controller that it has done so, or return all the personal data to the data controller and delete existing copies, unless Union or Member State law requires storage of the personal data.

12. Audit and inspection

  1. 12.1 The data processor shall make available to the data controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 and the Clauses and allow for and contribute to audits, including inspections, conducted by the data controller or another auditor mandated by the data controller, in accordance with the procedures in Appendix C.7.
  2. 12.2 Procedures applicable to the data controller’s audits, including inspections, of the data processor and sub-processors are specified in Appendices C.7 and C.8.
  3. 12.3 The data processor shall be required to provide the supervisory authorities, which pursuant to applicable legislation have access to the data controller’s and data processor’s facilities, or representatives acting on behalf of such supervisory authorities, with access to the data processor’s physical facilities on presentation of appropriate identification.

13. The parties’ agreement on other terms

  1. 13.1 The parties may agree other clauses concerning the provision of the personal data processing service specifying e.g. liability, as long as they do not contradict directly or indirectly the Clauses or prejudice the fundamental rights or freedoms of the data subject and the protection afforded by the GDPR.

14. Commencement and termination

  1. 14.1 The Clauses shall become effective on the date the data controller accepts the data processor’s Terms of Service or starts using the Services, whichever is earlier.
  2. 14.2 Both parties shall be entitled to require the Clauses to be renegotiated if changes to the law or inexpediency of the Clauses should give rise to such renegotiation.
  3. 14.3 The Clauses shall apply for the duration of the provision of personal data processing services. For the duration of the provision of personal data processing services, the Clauses cannot be terminated unless other Clauses governing the provision of personal data processing services have been agreed between the parties.
  4. 14.4 If the provision of personal data processing services is terminated, and the personal data is deleted or returned to the data controller pursuant to Clause 11.1 and Appendix C.4, the Clauses may be terminated by written notice by either party.
  5. 14.5 Signature

    On behalf of the data processor:

    Name: Jonas Thordal
    Position: CEO
    Date: 25 September 2026

Appendix A: Information about the processing

  1. A.1 The purpose of the data processor’s processing of personal data on behalf of the data controller is:
    1. To aggregate, centralise and streamline personal data from the data controller's different IT systems in a data warehouse operated by the data controller, or in a Weld managed data warehouse operated by the data processor on behalf of the data controller.
    2. To transform and model data in that data warehouse, and to send data from it to the data controller's other IT systems (reverse ETL).
    3. To provide AI features: the AI assistant, which processes what the user writes in its chat together with metadata about the data controller's workspace, such as schema, table and column names, but not the data itself, and the MCP server, through which AI tools chosen by the data controller can access the data controller's Weld workspace. AI tools that the data controller connects through the MCP server are engaged by the data controller and are not sub-processors of the data processor.
    4. To provide data and consulting services by the data processor's data experts, and support, under the data controller's instructions.
  2. A.2 The data processor’s processing of personal data on behalf of the data controller shall mainly pertain to (the nature of the processing):
    1. Transferring personal data between the data controller's IT systems and data warehouse. Data being synchronised is held temporarily in memory by the data processor's workers and is purged once the synchronisation has completed. Synchronisation tasks can take from minutes to several days.
    2. Running transformations and queries in the data warehouse on the data controller's behalf.
    3. Where the data controller uses a Weld managed data warehouse, storing the data controller's data in that data warehouse for the duration of the subscription.
    4. Processing what users write in the AI assistant's chat and the assistant's replies. Personal data is only processed to the extent the user includes it in the chat.
    5. Access to the data controller's systems and data by the data processor's data experts and support staff, to the extent needed to deliver the services the data controller has requested.
    6. Storing connection configuration, metadata and logs needed to provide the Services. Account, authentication and billing data about users of the Services is processed by the data processor as data controller, as described in its Privacy Policy, and is not covered by the Clauses.
  3. A.3 The processing includes the following types of personal data about data subjects:
    1. Ordinary non-sensitive personal data, including but not limited to:
      1. Name
      2. Contact information
      3. Gender
      4. Email
      5. Phone number, etc.
    2. Personal identification numbers, such as Danish CPR numbers, where the data controller chooses to include IT systems containing them. The data controller is responsible for having a legal basis for this processing, cf. section 11 of the Danish Data Protection Act.
    3. In certain special cases, sensitive personal data may be processed but, in most situations, the data controller opts not to include IT systems in the data warehouse containing such data considering its nature and category.
  4. A.4 Processing includes the following categories of data subject:
    1. Job applicants
    2. Employees
    3. Contact persons at customers/business partners
    4. Customers and end consumers of the data controller
    5. Users of the Services at the data controller
  5. A.5 The data processor’s processing of personal data on behalf of the data controller may be performed when the Clauses commence. Processing has the following duration:
    1. The processing will continue for as long as the customer maintains an active subscription with the data processor, and, after expiry, until the personal data is erased in accordance with Appendix C.4.

Appendix B: Authorised sub-processors

  1. B.1 Approved sub-processors
    1. By accepting the Terms of Service or starting to use the Services, the data controller authorises the data processor to engage sub-processors to assist the data processor in providing the Services. As of the last updated date of these Clauses, the following sub-processors are engaged:

      Platform

      Sub-processorPurposeCompany based inData processed in
      Amazon Web ServicesCloud servers and database hostingUSAEU (Germany)
      Google Cloud PlatformCloud servers and database hostingUSAEU
      DatadogInfrastructure monitoring and logsUSAEU
      SentryApplication error trackingUSAEU
      OpenAIAI model provider for the AI assistantUSAUSA
      AnthropicAI model provider for the AI assistantUSAUSA

      Support and professional services

      Only used where the data controller uses the data processor's support or the services of its data experts.

      Sub-processorPurposeCompany based inData processed in
      SlackCommunication with the data controller's team, including shared channelsUSAUSA
      Google WorkspaceEmail and file sharing with the data controller's teamUSAUSA
      IntercomCustomer support chatUSAUSA
    2. In case of replacements or engagements of new sub-processors, the data processor shall notify the data controller no less than thirty (30) calendar days prior to the change. Objections and the data controller's right to terminate are governed by Clause 7.3.

Appendix C: Instructions pertaining to the use of personal data

  1. C.1 The subject of/instruction for the processing
    1. The data processor’s processing of personal data on behalf of the data controller shall be carried out by the data processor performing the following:
      1. Transferring data between the data controller's IT systems, databases and data warehouse.
      2. Transforming data and running queries in the data warehouse, and storing data in a Weld managed data warehouse where the data controller has chosen one.
      3. Processing what users write in the AI assistant's chat and the assistant's replies. The data processor does not use the data controller's personal data to train or improve AI models, and only uses AI providers under terms that do not allow them to do so.
      4. Accessing the data controller's systems and data through the data processor's data experts and support staff, only to the extent needed for the services requested by the data controller.
      5. Storing configuration, metadata and logs needed to provide the Services.
  2. C.2 Security of processing
    1. The data processor will implement the following minimum security measures agreed upon with the data controller:
      1. Encryption:
        1. The data pipeline at Weld is encrypted in transit and at rest. Data being synchronised is held temporarily in memory by ephemeral workers and is not retained once the synchronisation has completed.
        2. Weld uses TLS 1.2 or later for all connections between systems: from your browser to the Weld application, from our servers to your data warehouse or SaaS application, and internally between our own services and databases.
        3. Our own core backend application is located in our AWS and GCP deployments, where our servers run in private subnets that are not directly reachable from the Internet.
      2. Certification:
        1. The data processor holds SOC 2 Type II and SOC 3 reports from an independent auditor. Both are available to the data controller on request, the SOC 2 Type II report under a non-disclosure agreement.
      3. Data storage:
        1. Weld is running on top of Amazon Web Services (AWS) and Google Cloud Platform (GCP). We host our servers in the European Union and only work with cloud providers whose datacenters are SOC 2 and ISO 27001 certified. These cloud providers are responsible for the physical and network security of their data centres, and Weld applies security updates to its server software in line with its patch management process.
      4. Data handling:
        1. Weld does not require super-user access to your data warehouse and will request the fewest OAuth scopes needed for your SaaS applications in order to provide the Weld solution. Secrets are stored in AWS Secrets Manager, which is PCI and SOC 2 compliant.
        2. For connection to data warehouses, we support an SSH connection in case the data warehouse is located in a private subnet.
      5. Authentication:
        1. Two-factor authentication and single sign-on are available for access to the SaaS platform. Our authentication system, also fully encrypted, is handled by Auth0. More details can be found at https://auth0.com/security.
      6. Resilience:
        1. Regular backups to restore availability in case of incidents.
      7. Monitoring:
        1. Real-time monitoring and alerts for unusual activities.
  3. C.3 Assistance to the data controller
    1. The data processor shall insofar as this is possible – within the scope and the extent of the assistance specified below – assist the data controller in accordance with Clauses 9.1 and 9.2 by implementing the following technical and organisational measures at the data controller’s expense, except that the data processor shall not charge for notification under Clause 10, or for assistance needed because of a personal data breach or a breach of the Clauses by the data processor or its sub-processors:
      1. Assist in fulfilling data subject requests, to the extent applicable.
      2. Notify the data controller no later than forty-eight (48) hours after becoming aware of a personal data breach or unauthorised data access, cf. Clause 10.2.
  4. C.4 Storage period/erasure procedures
    1. Personal data is stored for the duration of the data controller's subscription. No later than ninety (90) days after the agreement expires, the data processor will erase the personal data, unless the data controller has asked for it to be returned or erased earlier, or Union or Member State law requires storage of the personal data. Backups and logs containing the personal data are erased within the same period.
  5. C.5 Processing location
    1. Data processing takes place in Amazon AWS and Google Cloud Platform data centres located in Germany. Data in a Weld managed BigQuery data warehouse may be stored in Google Cloud's EU multi-region, which can use data centres in other EU countries. The data processor may update or change these data processing locations. In case of location updates or changes, the data processor shall notify the data controller no less than thirty (30) calendar days prior to making the change. Objections and the data controller's right to terminate follow the same procedure as for sub-processors, cf. Clause 7.3. The absence of any objections from the data controller within this period shall be deemed consent to the new and/or additional processing location. Sub-processors listed in Appendix B may process data in the locations stated there.
  6. C.6 Instruction on the transfer of personal data to third countries
    1. The data controller accepts that the data processor may transfer personal data to a country outside the EEA. The data processor will be required to ensure that such transfer is at all times lawful and in compliance with the GDPR Chapter V, including that there is an adequate level of protection pursuant to the General Data Protection Regulation prior to the transfer of personal data to a country outside the EEA. The same obligation applies in relation to data processor's use of sub-processors in third countries, cf. Clause 7.
    2. Transfers of personal data to a sub-processor in a third country are based on an adequacy decision of the European Commission, including, for recipients in the United States certified under it, the EU-U.S. Data Privacy Framework (Implementing Decision (EU) 2023/1795), or otherwise on the European Commission's Standard Contractual Clauses (Implementing Decision (EU) 2021/914), supplemented by additional measures where required.
  7. C.7 Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor
    1. The data controller shall have the right to audit the data processor's compliance with the GDPR, applicable EU or Member State data protection provisions, and the Clauses. The data processor shall primarily demonstrate compliance by providing its most recent SOC 2 Type II report, under a non-disclosure agreement, and by answering the data controller's reasonable written questions.
    2. If the data controller reasonably considers that further investigation is needed, the data processor shall cooperate with a virtual audit, including by providing documentation on system architecture, data flows, access controls and the processing carried out in Amazon AWS and Google Cloud Platform.
    3. On-site audits and inspections may take place where required by a competent supervisory authority, following a personal data breach affecting the data controller's personal data, or where the information provided under C.7.1 and C.7.2 is not sufficient to demonstrate compliance with the Clauses and the parties have first discussed the data controller's concerns in good faith. On-site audits take place during normal business hours, are limited to what is reasonably necessary, and do not include access to other customers' data or to information that would compromise the security of the data processor's systems.
    4. Audits under C.7.2 may take place no more than once in any twelve (12) month period, unless required by a competent supervisory authority or following a personal data breach.
    5. The data controller may elect to involve a third-party auditor, subject to prior written approval by the data processor regarding the choice of auditor, which shall not be unreasonably withheld. The auditor shall be bound by confidentiality.
    6. The costs related to audits shall be borne by the data controller, except for audits following a personal data breach at the data processor or its sub-processors, which are borne by the data processor.
    7. The data controller shall provide the data processor with a minimum of seven (7) days’ notice before initiating any audit or inspection, except where a competent supervisory authority, or an urgent situation following a personal data breach, requires shorter notice.
  8. C.8 Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors
    1. The data processor warrants and ensures that the sub-processing is lawful and that any and all sub-processors undertake and are subject to the same terms and obligations as data processor as set out in this Data Processing Agreement. Should the sub-processors not comply with their obligations, the data processor shall remain responsible towards the data controller for all acts and omissions of its sub-processors.

Appendix D: The parties' terms of agreement on other subjects

  1. The data processor is entitled to receive payment from the data controller for assistance in relation to Clauses 9.1, 9.2 and 10.3, save as provided in Appendix C.3.
  2. The data processor's liability under the Clauses is subject to clause 15 (Liability) of the Terms of Service.
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