Data Processing Agreement

DATA PROCESSING AGREEMENT

SECTION I

Clause 1

Purpose and scope

(a) The purpose of this Data Processing Agreement ("DPA") is to ensure compliance with Article 28(3) and (4) of Regulation (EU) 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.

(b) The controllers and processors listed in Appendix I have agreed to the DPA in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679.

(c) The DPA applies to the processing of personal data as specified in Appendix II.

(d) Appendices I to IV are an integral part of the DPA.

(e) The DPA is without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679.

(f) The DPA does not by itself ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679.

Clause 2

Interpretation

(a) Where the DPA uses the terms defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) The DPA shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) The DPA shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 3

Hierarchy

In the event of a contradiction between the DPA and the provisions of related agreements between the Parties existing at the time when the DPA is agreed or entered into thereafter, the DPA shall prevail.

Clause 4

Docking clause

(a) Any entity that is not a Party to the DPA may, with the agreement of all the Parties, accede to the DPA at any time as a controller or a processor by completing the Appendices and signing Appendix I.

(b) Once the Appendices in (a) are completed and signed, the acceding entity shall be treated as a Party to the DPA and have the rights and obligations of a controller or a processor, in accordance with its designation in Appendix I.

(c) The acceding entity shall have no rights or obligations resulting from the DPA from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 5

Description of processing(s)

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 behalf of the controller, are specified in Appendix II.

Clause 6

Obligations of the Parties

6.1. Instructions

(a) 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.

(b) The processor shall immediately inform the controller if, in the processor's opinion, instructions given by the controller infringe Regulation (EU) 2016/679 or the applicable Union or Member State data protection provisions.

6.2. Purpose limitation

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

6.3. Duration of the processing of personal data

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

6.4. Security of processing

(a) The processor shall at least implement the technical and organisational measures specified in Appendix 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.

(b) 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 of 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.

6.5. Sensitive data

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.

6.6 Documentation and compliance

(a) The Parties shall be able to demonstrate compliance with the DPA.

(b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with the DPA.

(c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in the DPA and stem directly from Regulation (EU) 2016/679. At the controller's request, the processor shall also permit and contribute to audits of the processing activities covered by the DPA, 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.

(d) 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.

(e) The Parties shall make the information referred to in the DPA, including the results of any audits, available to the competent supervisory authority/ies on request.

6.7. Use of sub-processors

(a) Controller consents to and generally authorises the engagement of sub-processors by processor. The current list of sub-processors can be found in Appendix IV and controller may request an updated list from processor at any time. Processor must provide the controller with a mechanism to subscribe to updates of sub-processors. If controller subscribes to updates, then processor must provide controller with a minimum of 14 days to object to the appointment of a new sub-processor. If controller objects, then the processor must use reasonable efforts to make changes to the services to avoid processing of personal data by that sub-processor. If after 30 days, the controller does not agree to the measures taken, then the controller may terminate the relevant part of the services which can only be provided by that sub-processor by written notice to processor.

(b) 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 data processor in accordance with the DPA. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679.

(c) 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 secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.

(d) 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.

(e) 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.

6.8. International transfers

(a) 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; 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 Regulation (EU) 2016/679; in accordance with an adequacy decision; or, in accordance with the Standard Contractual Clauses for the transfer of Personal Data to third countries under Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eurlex.europa.eu/eli/dec_impl/2021/914/oj (Module 2: Transfer Controller to Processor) (EU SCCs) and adjusted as necessary for transfers from Switzerland and the UK (in form of the ICO UK Addendum). These EU SCCs are deemed incorporated into this DPA in their entirety. For clause 9(a) of the EU SCCs, the controller gives a general authorisation to sub-processors on the terms set out in this DPA and also, provided that processor enters into the EU SCCs with any sub-processors, a general authorisation to further sub-processors of the sub-processors.

Clause 7

Assistance to the controller

(a) 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.

(b) 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 its obligations in accordance with (a) and (b), the processor shall comply with the controller's instructions

(c) In addition to the processor's obligation to assist the controller pursuant to Clause 7(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:

(1) 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;

(2) the obligation to consult the competent supervisory authority/ies 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;

(3) 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;

(4) the obligations in Article 32 Regulation (EU) 2016/679/.

(d) The Parties shall set out in Appendix 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.

Clause 8

Notification of personal data breach

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 Regulation (EU) 2016/679, where applicable, taking into account the nature of processing and the information available to the processor.

8.1 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:

(a) in notifying the personal data breach to the competent supervisory authority/ies, 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);

(b) in obtaining the following information which, pursuant to Article 33(3) Regulation (EU) 2016/679/, shall be stated in the controller's notification, and must at least include:

(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.

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.

(c) in complying, pursuant to Article 34 Regulation (EU) 2016/679, with the 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.

8.2 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. Such notification shall contain, at least:

(a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);

(b) the details of a contact point where more information concerning the personal data breach can be obtained;

(c) 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 Parties shall set out in Appendix III all other elements to be provided by the processor when assisting the controller in the compliance with the controller's obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

SECTION III – FINAL PROVISIONS

Clause 9

Non-compliance with the Clauses and termination

(a) Without prejudice to any provisions of Regulation (EU) 2016/679, in the event that the processor is in breach of its obligations under the DPA, the controller may instruct the processor to suspend the processing of personal data until the latter complies with the DPA or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with the DPA, for whatever reason.

(b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with the DPA if:

(1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with the DPA is not restored within a reasonable time and in any event within one month following suspension;

(2) the processor is in substantial or persistent breach of the DPA or its obligations under Regulation (EU) 2016/679;

(3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to the DPA or to Regulation (EU) 2016/679.

(c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under the DPA where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 6.1 (b), the controller insists on compliance with the instructions.

(d) 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 the DPA.

APPENDIX I: LIST OF PARTIES

Controller: Customer as specified in the Agreement and Offer with the processor

Processor:

Name: Knowlix GmbH
Address: Lazarettstr. 4, 80636, Munich, Germany
Contact person's name, position and contact details: Peter Meier, data@knowlix.ai

APPENDIX II: DESCRIPTION OF THE PROCESSING

Categories of data subjects whose personal data is processed
Customers of the Controller, employees of the Controller, and other individuals whose data is entered or processed within the Knowlix Software (e.g., suppliers, business partners, or prospects).

Categories of personal data processed
First and last name, address, email address, phone number, company name, job title, login credentials, user activity data, communication content (e.g., emails, messages, call notes), billing and payment details, and other data entered by the Controller in the course of using the Knowlix Software.

Nature of the processing
Collection, storage, organisation, structuring, modification, retrieval, use, transmission, and deletion of personal data within the Knowlix Software for the purpose of providing, maintaining, and improving the Knowlix platform and related services.

Purpose(s) for which the personal data is processed on behalf of the controller
Processing for the provision and operation of the Knowlix Software as a SaaS solution enabling business process automation, including management of customer relationships, communication handling (emails, calls, messages), task and workflow automation, invoicing, project and document management, and support of the controller's internal administrative and operational processes.

Duration of the processing
The duration of the data processing shall correspond with the respective Agreement between the Parties.

APPENDIX III: TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The processor undertakes to implement and maintain appropriate technical and organisational measures in accordance with Art. 32 GDPR to ensure a level of protection appropriate to the risk for personal data. The measures include, in particular:

Access control (physical access)

Ensuring that unauthorised persons are prevented from gaining access to data processing facilities where personal data is processed.

Measures: Access control to business premises and authentication systems (e.g., keys).

System access control (login access)

Preventing unauthorised use of data processing systems.

Measures: User IDs, strong password policies, two-factor authentication, time-limited permissions.

Data access control (permissions)

Ensuring that only authorised persons can access personal data.

Measures: Role-based access control, authorisation management, regular review of user rights, logging of access.

Data transfer control

Preventing unauthorised disclosure, alteration, or deletion of personal data during transmission.

Measures: Encryption of data transmissions (e.g., TLS), secure APIs, data classification.

Input control

Ensuring traceability of whether and by whom personal data has been entered, modified, or deleted.

Measures: Logging of entries, changes, and deletions, audit logs, monitoring.

Contract processing control

Ensuring that personal data is processed exclusively in accordance with the controller's instructions.

Measures: Staff training, instruction and escalation procedures.

Availability control

Protecting personal data against accidental destruction or loss.

Measures: Redundant systems, regular backups, emergency plans, access to data centers with high-availability infrastructure.

Separation control

Ensuring separate processing of data collected for different purposes.

Measures: Multi-tenant systems, logical separation of data through authorisation concepts and database segregation.

Data protection by design and by default

Implementation of privacy-friendly standards and default settings (Privacy by Design / Default), e.g., minimal data collection, encryption enabled by default, logging-free standard configurations.

Control of sub-processors

Contractual assurance that sub-processors also guarantee an adequate level of data protection.

Measures: Prior review and regular monitoring, documentation of sub-processors.