Data Processing Agreement (DPA)

Standard Contractual Clauses

Official text from EUR-Lex (CELEX 32021D0915), Annex to the Decision. Chosen options are marked [Choice: …], options not chosen are removed; the text is otherwise unchanged.

Section II: Obligations of the Parties

Clause 6: 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 Annex II.

Clause 7: Obligations of the Parties

7.1. 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 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.

7.2. Purpose limitation

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.

7.3. Duration of the processing of personal data

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

7.4. Security of processing

(a) 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.

(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.

7.5. 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.

7.6. Documentation and compliance

(a) The Parties shall be able to demonstrate compliance with these Clauses.

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

(c) 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 Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. 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.

(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 this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.

7.7. Use of sub-processors

(a) OPTION 2: GENERAL WRITTEN AUTHORISATION: The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 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. [Choice: Option 2, period 30 days; the agreed list is Annex IV]

(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 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 Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(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.

7.8. 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 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 Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.

(b) 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 Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

Clause 8: 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 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:

• (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 of Regulation (EU) 2016/679. [Choice: Option 1]

(d) 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.

Clause 9: 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 of Regulation (EU) 2016/679 or under Articles 34 and 35 of Regulation (EU) 2018/1725, 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:

(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) of Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include: [Choice: Option 1]

• (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 of 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. [Choice: Option 1]

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. 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 Annex 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. [Choice: Option 1]

Annex I: List of Parties

Processor

Transpareo AG, Tech Cluster Zug, Oberallmendstrasse 18, 6300 Zug, Switzerland, company ID CHE-220.381.580, represented by Günter Reichelt, Chairman of the Board of Directors. Contact: privacy@mail.transpareo.com.

Data protection officer and representative in the EU under Article 27 GDPR: DGD Deutsche Gesellschaft für Datenschutz, Prof. Dr. h.c. Heiko Jonny Maniero, Franz-Joseph-Str. 11, 80801 Munich, Germany, info@mail.dg-datenschutz.de.

Transpareo is established in Switzerland, for which a Commission adequacy decision is in place (2000/518/EC). The data is held in Germany.

Controllers

Transpareo concludes these Clauses with each controller separately. The controller is either:

1. a customer using the Transpareo platform under the Terms of Service. Name, address and contact person are the details the customer gives when concluding the contract for the platform and keeps in its account; the contact person is the account holder. The Clauses are agreed on conclusion of that contract (Section 14 of the Terms of Service).
2. a supplier passing a request on to its own suppliers through the supplier page. The controller is the company to which the link used for passing on is addressed, as the request names it. The contact person is whoever passes the request on, with the name and email address given when doing so. The supplier concludes the Clauses by accepting them on behalf of its company when passing on; Transpareo stores the accepted version and the time with the link passed on. The Supplier Terms of Use also apply to the supplier.

Transpareo records a controller’s data protection officer once the controller names one.

The Terms of Service or the Supplier Terms of Use are the main contract in each case. The Clauses are concluded in electronic form (Article 28(9) GDPR); the accession date is the time of conclusion.

Annex III: Technical and Organisational Measures

Encryption and pseudonymisation

• All connections are encrypted with TLS.
• Credentials and other secrets (PINs, one-time code keys, SMTP logins, API keys) are stored in the database encrypted with AES-256-GCM, with a separate key for each workspace.
• Backups are encrypted.
• The visitor statistics store IP addresses only as a keyed hash. Requests to the supplier page are not included in them.

Separation

• Each customer has its own database.

Physical security

• Servers and object storage are located in data centres of Hetzner Online GmbH in Falkenstein, Germany, certified to ISO 27001.

Identification and authorisation

• Passwords are stored only as bcrypt hashes.
• Two-factor login with a one-time code or a security key is available to all users; the customer can require it for its workspace.
• A session ends after a period of inactivity the customer sets (eight hours by default).
• Within the workspace, the roles and permissions the customer assigns apply.
• Transpareo staff open a workspace only through a login on behalf of the customer, recorded in the platform log and in the workspace’s security log.
• Supplier page: the link contains a random key of 16 characters (80 bits); without the PIN the page shows nothing of the record. After five wrong PINs the link is locked for 15 minutes. The page accepts at most 120 requests per IP address per minute. On unlocking, the session receives a new identifier. The page is closed to search engines and does not pass its address on to other sites.

Logging

• Changes to records and the actions on the supplier page are logged with time, actor and IP address and kept for five years; logins and other security events for one year.
• Server logs are deleted after 14 days.

Integrity

• Images from suppliers are held without metadata in a protected area outside public storage until a review takes them over. An answer changes the record only after review.
• Published passport versions are cryptographically signed.

Availability and restoration

• Every four hours, the database and files of each active workspace are backed up, encrypted and stored in object storage in Germany, apart from the servers. Local copies are deleted after four days. Backups in object storage are kept for 90 days and permanently deleted within a further 30 days.
• Services and servers are monitored continuously; security updates are applied regularly.
• Transpareo reviews these measures regularly and adapts them to the state of the art.

Assistance to the controller (Clauses 8 and 9)

• A customer can view, correct and erase the data of its workspace in the platform. A supplier sees the answers to what it passed on on the supplier page and can revoke any link it passed on.
• Requests from data subjects received by Transpareo are forwarded to the controller without delay.
• Notices under Clauses 7.7 and 9.2 go by email to a customer’s account holder and to the email address a supplier gives when passing on. The contact point under Clause 9.2(b) is privacy@mail.transpareo.com.
• A notification under Clause 9.2 also states when the breach occurred and was discovered, and which workspaces or links it concerns.

Swiss Addition

This addition is a further clause under Clause 2(b). Where the processing is subject to the Swiss Federal Act on Data Protection (FADP):

1. references to Regulation (EU) 2016/679 are also references to the corresponding provisions of the FADP, in particular Article 28 GDPR to Article 9 FADP, Article 32 to Article 8, Articles 33 and 34 to Article 24, Articles 35 and 36 to Articles 22 and 23, Chapter V to Articles 16 to 18, the rights of data subjects to Articles 25 to 32 FADP, and sensitive data under Clause 7.5 to sensitive personal data under Article 5(c) FADP;
2. the competent supervisory authority is the Federal Data Protection and Information Commissioner (FDPIC); the competence of the supervisory authorities under the GDPR remains unaffected;
3. Member State law includes Swiss law.

Last updated: 8 October 2026