# Data processing agreement

## Data Processing Addendum ("DPA")

This Data Processing Addendum ("DPA"), is incorporated into and forms part of the terms and conditions of the Secoda Master Subscription Agreement or other agreement under which Secoda Inc. ("Secoda") provides services to Customer ("Agreement") executed between the party identified as the "Customer" and Secoda. This DPA is supplemental to the Agreement and sets out the roles and obligations that apply when Secoda processes Personal Data on behalf of Customer in connection with Customer's use of Secoda’s services ("Services"). If there is any conflict between the Agreement and this DPA, the terms of this DPA will prevail to the extent of such conflict. Any capitalized terms not defined in this DPA will have the meanings given to them in the Agreement.

#### 1. Definitions. For the purpose of this DPA:

1.1 "controller", "processor", "data subject", "personal data" and "processing" (and "process") will have the meanings given in EU/UK Data Protection Law;

1.2 "Applicable Data Protection Law" means all worldwide data protection and privacy laws and regulations applicable to the Personal Data in question, including, where applicable, EU/UK Data Protection Law, US Data Protection Law, Serbian Data Protection Law, Canadian Data Protection Law, and the Swiss DPA;

1.3 “Breach” means an accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access that is in violation of Secoda’s security obligations under this Agreement by Secoda or its agents of which Secoda becomes aware. Breach will not include an unsuccessful Breach, which is one that results in no unauthorized access to Personal Data or to any Secoda equipment or facilities storing the Personal Data, and could include (without limitation) pings and other broadcast attacks of firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents;

1.4 "EU/UK Data Protection Law" means: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time;

1.5 "US Data Protection Law" means: (i) the California Consumer Privacy Act (“CCPA”); (ii) any and all applicable comprehensive state data protection laws and regulations that are or are not yet in effect as of the Effective Date; in each case as may be amended or superseded from time to time;

1.6 "Serbian Data Protection Law" means: Law on Personal Data Protection (Zakon o zaštiti podataka o ličnosti; Official Gazette of the Republic of Serbia, no 87/2018). In the case of a transfer of Customer Data to a Non-Adequate Country, by entering into the Agreement, the Customer is entering to the Serbian Standard Contractual Clauses (“Serbian SCCs”) as adopted by the "Serbian Commissioner for Information of Public Importance and Personal Data Protection", published at <https://www.poverenik.rs/images/stories/dokumentacija-nova/podzakonski> akti/Klauzulelat.docx to provide an adequate level of protection. References to the Standard Contractual Clauses in this DPA will include the Serbian SCCs. Information required to complete Appendices 1 to 8 of the Serbian SCCs for the purpose of governing the transfer of Personal Data to a Non-Adequate Country can be found in the DPA and accompanying appendices;

1.7 "Canadian Data Protection Law" means: (i) the Personal Information Protection and Electronic Documents Act S.C. 2000, c. 5; (ii) applicable provincial law; (iii) any and all applicable data protection laws made under, pursuant to or that apply in conjunction with any of (i) or (ii); in each case as may be amended or superseded from time to time;

1.8 "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of Personal Data from Switzerland to any other country which is not determined to provide adequate protection for Personal Data by the Federal Data Protection and Information Commission or Federal Council (as applicable);

1.9 "Standard Contractual Clauses" means: (i) where the EU GDPR or Swiss DPA applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, standard data protection clauses adopted pursuant to or permitted under Article 46 of the UK GDPR ("UK SCCs"); and (iii) where Serbian Data Protection Law applies, the Serbian SCCs; and

1.10 "Swiss DPA" means the Swiss Federal Act on Data Protection 1992 (including as amended or superseded).

***

#### 1. Relationship of the parties:

Customer instructs Secoda to process the Personal Data described in Annex I (the "Personal Data") on its behalf. In respect of such processing, Customer will be the controller (or, where Customer is instructing Secoda on behalf of a third party controller, a processor on behalf of that controller) and Secoda will be a processor (or, where Customer is a processor on behalf of a third party controller, Secoda will be a subprocessor to Customer). Each party will comply with the obligations that apply to it under Applicable Data Protection Law.

#### 2. Purpose limitation:

Secoda will process the Personal Data for the purposes described in Annex I and strictly in accordance with the documented instructions of Customer (which instructions, where Customer is a processor, will reflect the instructions of its controller) (the "Permitted Purpose"), except where otherwise required by law(s) that are not incompatible with Applicable Data Protection Law. In no event will Secoda process the Personal Data for its own purposes or those of any third party. Further, Secoda will process Personal Data as outlined in its privacy policy an <https://docs.secoda.co/policies/privacy-policy>. Secoda will immediately inform Customer (who, where Customer is a processor, will inform its controller) if it becomes aware that such processing instructions infringe Applicable Data Protection Law.

#### 3. Restricted transfers:

The parties agree that when the transfer of Personal Data from Customer to Secoda is a Restricted Transfer it will be subject to the appropriate Standard Contractual Clauses as follows:

4a. in relation to Personal Data that is protected by the EU GDPR, the EU SCCs will apply completed as follows:

* (i) Module Two will apply to the extent that Customer is a controller of the Personal Data, and Module Three will apply to the extent that Customer is a processor of the Personal Data on behalf of a third party controller;
* (ii) in Clause 7, the optional docking clause will not apply;
* (iii) in Clause 9, Option 2 will apply, and the time period for prior notice of subprocessor changes will be as set out in Clause 9 of this Addendum;
* (iv) in Clause 11, the optional language will not apply;
* (v) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Republic of Ireland law;
* (vi) in Clause 18(b), disputes will be resolved before the courts of the Republic of Ireland;
* (vii) Annex I of the EU SCCs will be deemed completed with the information set out in Annex I to this Agreement;
* (viii) Annex II of the EU SCCs will be deemed completed with the information set out in Annex II to this Agreement; and
* (ix) Annex III of the EU SCCs will be deemed completed with the information set out in Annex III to this Agreement;

4b. in relation to Personal Data that is protected by the UK GDPR, the UK SCCs will apply completed as follows:

* (i) For so long as it is lawfully permitted to rely on standard contractual clauses for the transfer of Personal Data to processors set out in the European Commission’s Decision 2010/87/EU of 5 February 2010 (“Prior C2P SCCs”) for transfers of Personal Data from the United Kingdom, the Prior C2P SCCs will apply between the Customer which, where Customer is a processor on behalf of a third party controller, it enters on behalf of that controller and Secoda on the following basis:
  1. Appendix 1 will be completed with the relevant information set out in Annex I to this Agreement;
  2. Appendix 2 will be completed with the relevant information set out in Annex II to this Agreement; and
  3. the optional illustrative indemnification Clause will not apply.
* (ii) Where sub-clause (b)(i) above does not apply, but the Customer and Secoda are lawfully permitted to rely on the EU SCCs for transfers of Personal Data from the United Kingdom subject to completion of a “UK Addendum to the EU Standard Contractual Clauses” (“UK Addendum”) issued by the Information Commissioner’s Office under s.119A(1) of the Data Protection Act 2018, then:
  1. The EU SCCs, completed as set out above in Clause 4(a) of this Agreement will also apply to transfers of such Personal Data, subject to sub-clause (B) below; and
  2. The UK Addendum will be deemed executed between the transferring Customer and Secoda, and the EU SCCs will be deemed amended as specified by the UK Addendum in respect of the transfer of such Personal Data;
* (iii) If neither sub-clause (b)(i) or sub-clause (b)(ii) applies, then the Customer and Secoda will cooperate in good faith to implement appropriate safeguards for transfers of such Personal Data as required or permitted by the UK GDPR without undue delay;

4c. in relation to Personal Data that is protected by the Swiss DPA, the EU SCCs will apply as set out in 5(a) amended as follows:

* (i) references to ‘Regulation (EU) 2016/679’ in the EU SCCs will be deemed to refer to the Swiss DPA;
* (ii) references to specific articles of ‘Regulation (EU) 2016/679’ will be deemed replaced with the equivalent article or section of the Swiss DPA,
* (iii) references to ‘EU’, ‘Union’ and ‘Member State’ will be deemed replaced with ‘Switzerland’,
* (iv) references to the ‘competent supervisory authority’ and ‘competent courts’ are replaced with the ‘Swiss Federal Data Protection Information Commissioner’ and ‘applicable courts of Switzerland’ (as applicable),
* (v) in Clause 17, the EU SCCs will be governed by the laws of Switzerland, and
* (vi) in Clause 18(b), disputes will be resolved before the competent courts of Switzerland;

4d. in the event that any provision of the Agreement (including this Addendum) contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses will prevail.

#### 1. Onward transfers:

Secoda will not participate in (nor permit any subprocessor to participate in) any other Restricted Transfers of Personal Data (whether as an exporter or an importer of the Personal Data) unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Without prejudice to the foregoing, Customer consents to Restricted Transfers of Personal Data where Secoda has implemented a transfer solution compliant with Applicable Data Protection Law, which for example may include: (i) the Restricted Transfer is made in compliance with Applicable Data Protection Law and pursuant to Standard Contractual Clauses implemented between the relevant exporter and importer of the Data; (ii) the Restricted Transfer is subject to another appropriate safeguard pursuant to Article 46 of the GDPR or other provisions of Applicable Data Protection Law; or (iii) the Restricted Transfer is a derogation pursuant to article 49 of the GDPR.

#### 2. Confidentiality of processing:

Secoda shall take appropriate measures to ensure the confidentiality of Personal Data as outlined in the Agreement.

#### 3. Security:

Secoda will implement appropriate technical and organisational measures to protect the Personal Data from a Breach. Such measures will have regard to 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. Such measures will include, as appropriate:

1. the pseudonymisation and encryption of Personal Data;
2. the ability to ensure the 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.

At a minimum, such measures will include the measures identified in Annex II.

#### 1. Subprocessing:

Secoda will not subcontract any processing of the Personal Data to a third party subprocessor without the prior written consent of Customer, which consent, where Customer is a processor, will reflect the instructions of its controller. Notwithstanding this, Customer consents to Secoda engaging third party subprocessors to process the Personal Data provided that: (i) Secoda provides at least 10 days' prior notice of the addition or removal of any subprocessor (including details of the processing it performs or will perform), which may be given by posting detail of such addition or removal at the following URL: <https://docs.secoda.co/policies/subprocessors>; and (ii) Secoda imposes data protection terms on any subprocessor it appoints that protect the Personal Data, in substance, to the same standard provided for by this Addendum. A list of approved subprocessors as at the date of this Agreement is attached at Annex III, and Secoda will maintain and provide updated copies of this list to Customer when it adds or removes subprocessors in accordance with this Clause. If Customer refuses to consent to Secoda's appointment of a third party subprocessor on reasonable grounds relating to the protection of the Personal Data, then either Secoda will not appoint the subprocessor or Secoda may elect to suspend or terminate this Agreement.

#### 2. Cooperation and data subjects' rights:

Secoda will provide all reasonable and timely assistance to Customer (at Customer's expense) to enable Customer (or, where Customer is a processor, its controller) to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Secoda, Secoda will (unless prohibited by applicable law) promptly inform Customer (who, where Customer is a processor, will in turn inform its controller) providing full details of the same.

#### 3. Data Protection Impact Assessment:

Secoda will provide Customer with all such reasonable and timely assistance (at Customer’s expense) as Customer may require in order to enable it (or, where Customer is a processor, to enable its controller) to conduct a data protection impact assessment in accordance with Applicable Data Protection Law including, if necessary, to assist Customer (or, where Customer is a processor, its controller) to consult with its relevant data protection authority.

#### 4. Breach notification:

Upon becoming aware of a Breach, Secoda will inform Customer (who, where Customer is a processor, will in turn inform its controller) without undue delay and will provide all such timely information and cooperation as Customer may require in order for Customer (or, where Customer is a processor, its controller) to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. Secoda will further take all such measures and actions as are necessary to remedy or mitigate the effects of the Breach and will keep Customer informed of all material developments in connection with the Breach.

#### 5. Deletion or return of Data:

After a written request by Customer or the termination or expiration of the Agreement, Secoda will destroy or return to Customer all Personal Data in its possession or control. This requirement will not apply (i) to the extent that Secoda is required by any applicable law to retain some or all of the Personal Data; and (ii) in backup systems until the backups have been overwritten or expunged in accordance with Secoda’s backup policy, in which event Secoda will isolate and protect the Personal Data from any further processing except to the extent required by such law until deletion is possible. Until the Personal Data is deleted or returned, Secoda will continue to ensure compliance with its security and privacy obligations in the Agreement and this DPA.

#### 6. Audit:

Customer (and, where Customer is a processor, its controller) acknowledges that Secoda is regularly audited against ISO 27001, SOC 1, and SOC 2 by independent third auditors. Upon request, Secoda will supply a summary copy of its audit report(s) to Customer (and, where Customer is a processor, its controller), which report(s) will be subject to the confidentiality provisions of the Agreement. Secoda will also respond to any written audit questions submitted to it by Customer and meet by teleconference or in person (at Customer’s expense) to address follow up questions (and, where Customer is a processor, its controller), provided that Customer (and, where Customer is a processor, its controller) will not exercise this right more than once per year, except if and when required by instruction of a competent data protection authority.

#### 7. Processing in accordance with California law:

In accordance with the CCPA, and with respect to Personal Data to which CCPA applies: (a) Secoda will not “sell” (as defined in the CCPA) any Personal Data; and (b) Secoda will not collect, retain, share or use any Personal Data except as necessary to perform services for Customer, or as otherwise permitted by CCPA. Secoda certifies that it understands and will comply with the restrictions set forth in this Section 14.

#### 8. Service Data.

Notwithstanding anything to the contrary in this Agreement, Secoda may collect Service Data and use such data to develop, improve, support, operate its products and services, or any other internal business purpose. Secoda may not share any Service Data that includes Personal Data with a third party except (a) in accordance with the Agreement, or (b) to the extent the Service Data is aggregated and anonymized such that Customer and Customer’s users cannot be identified.

#### 9. Local implementation agreement:

If and when necessary to accommodate laws, regulations, and/or local business requirements in a particular country outside the United States, European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, the parties may enter into a Local Implementation Addendum covering additional requirements under such laws that are not already addressed in the Agreement or this DPA.

#### 10. Personnel background checks:

Prior to engaging any employee or contractor who may receive access to Personal Data Secoda will conduct a criminal history background check (modified as appropriate to comply with applicable law in countries outside the United States) covering the three year period prior to the employment commencement date of such employee.

#### 11. Construction; Interpretation:

This DPA is not a standalone agreement and is only effective if an Agreement is in effect between Secoda and Customer. This DPA is part of the Agreement and is governed by its terms and conditions, including limitations of liability set forth therein. This DPA and the Agreement are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter hereof. Headings contained in this DPA are for convenience of reference only and do not form part of this DPA.

#### 12. Severability:

If any provision of this DPA is adjudicated invalid or unenforceable, this DPA will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this DPA prohibited or unenforceable in any respect.

#### 13. Amendment; Enforcement of rights:

No modification of or amendment to this DPA, nor any waiver of any rights under this DPA, will be effective unless in writing signed by the parties to this DPA. The failure by either party to enforce any rights under this DPA will not be construed as a waiver of any rights of such party. This DPA may not be construed to create any right or cause of action on behalf of a third party, except to the minimum extent required available to data subjects under Applicable Data Protection Law.

#### 14. Assignment:

This DPA may be assigned only in connection with a valid assignment pursuant to the Agreement. If the Agreement is assigned by a party in accordance with its terms, this DPA will be automatically assigned by the same party to the same assignee.

#### 15. Governing Law:

This DPA will be governed by and construed in accordance with the laws of the jurisdiction governing the Agreement unless otherwise required by EU/UK Data Protection Law or Applicable Data Protection Law, in which case this DPA will be governed by the laws outlined in the relevant section of this DPA.

#### 16. Counterparts:

This DPA may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

#### 17. Supplementary terms to Standard Contractual Clauses

#### 18. Documentation and compliance:

For the purposes of Clause 8.9 the review and audit provisions in the DPA will apply.

#### 19. Notification and transparency:

19.1 The parties acknowledge and agree that Secoda, where required by the Standard Contractual Clauses, to notify the competent supervisory authority, will first provide Customer with the details of the notification, permitting Customer to have prior written input into the relevant notification, where Customer so desires to do, and without delaying the timing of the notification unduly.

19.2 For purposes of Clause 8.3 – Modules 2 and 3 and Clause 15.1(a), the parties agree and acknowledge that it may not be possible for Secoda to make the appropriate communications to data subjects and accordingly, Customer will (following notification by the Data Importer) have the option to be the party who makes any communication to the data subject, and Secoda will provide the level of assistance set out in the DPA.

19.3 Liability: For the purposes of Clause 12(a), the liability of the parties will be limited in accordance with the limitation of liability provisions in the Agreement.

***

## Annex 1 - Information about the processing

A.1. The purpose of the data processor’s processing of personal data on behalf of the data controller is: To enable the data controller to exercise account management including room ownership allocation and configuration for the service provided as described in agreement entered into by the data processor as supplier and the data controller as customer.

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): The processing of personal data which the data processor does on behalf of the controller consists of the storage and the management of the user data pertaining to the controller.

A.3. Processing includes the following category of data subject: Persons who have personal user accounts for authentication / login to the service (“users”).

A.4. The processing includes the following types of personal data about data subjects: Persons who have personal user accounts for authentication / login to the service (“users”). Users are persons who have a registered account in the service on the web (a “user account”). Typically, these persons will manage the setup of their room(s), they can also be “admin” or for an organization.

In particular, the following information about these data subjects are processed:

* Display Name
* Email address
* Admin user (yes / no)
* Organization affiliation - for personal user accounts associated with a Business account
* Video rooms created
* Room name
* Profile picture
* Background picture

Note that this DPA does not apply to the situations where the data processor is the controller of personal data, notably in relation to usage data that is processed for the purposes of service provision, safety, and security; the content, including voice, video, text, and files, transmitted between different users where the data passes through the data processor’s servers; the information that is required to transmit and convey such data or optimize such transmission or conveyance, including user and device identifiers and other traffic (meta)data such as time and place of transmission.

The "Recording" add-on which is available in the Pro and Business plans only allow client-side recording, so the recording is never uploaded to Secoda’s servers. The user who starts the recording (the user must be a host in a room to do this) are then responsible for getting consents from all participants in the meeting prior to starting the recording. They are also responsible for storing and processing the recording in compliance with regulations after downloading it from Secoda.

A.5. The data processor’s processing of personal data on behalf of the data controller may be performed when the DPA commences. Processing has the following duration: The processing shall be performed as long as the data processor provides the services under the Agreement to the controller, or the controller removes the relevant personal information from the service provided, or the personal information is removed by the data processor in accordance with the instructions detailed in this Appendix C.

## Appendix 2: Authorized Sub-processors

On commencement of the DPA, the data controller authorizes the engagement of the subprocessors listed at: <https://docs.secoda.co/policies/subprocessors>.

<figure><img src="/files/AodUfzgKALxE5hLitsRT" alt=""><figcaption></figcaption></figure>

The processor will communicate changes in the list to any users who are admins in the controller’s account at that time, by email.

## Appendix 3 - Instruction pertaining to the use of personal data

#### C.1. The subject of/instruction for the processing

The data processor’s processing of personal data on behalf of the data controller shall be carried out by the data processor performing the processing as described above in this DPA and as described in the Agreement.

#### C.2. Security of processing

The level of security shall take into account: The services of the data processor are designed with the intention of minimizing the collection of personal information. The data required to use the service is limited to what is needed to authenticate a user and give them access to their own account, and data that is needed for the features in the services to work. There are no special categories of personal data stored, thus implying low risk in the case of a breach. But due to the volume of users in the service, a breach will impact many users. Special attention should be placed on audio and video content, which will be processed by the service in stream, but never stored.

The data processor shall hereafter be entitled and under obligation to make decisions about the technical and organizational security measures that are to be applied to create the necessary (and agreed) level of data security.

The data processor shall however – in any event and at a minimum – implement the following measures that have been agreed with the data controller: The data processor has designed the service and the routines of the data processor to have a high level of security and prevent any breaches. Testing is integrated in the development process, and a system for continuous deployment with automated tests running before deployment is in place. The infrastructure of the data processor has been designed to prevent any eavesdropping being possible on audio and video streams, with high levels of encryption.

The data processor has strict processes for requiring any personnel to sign NDAs or contracts containing confidentiality DPA before access is given to systems which contain data processed on behalf of controllers. Access is given on a need-to-know basis. The data processor has established a routine for offboarding of employees who leave.

The data processor has an appointed Data Protection Officer which is responsible for the routines related to privacy and security.

The data processor has a Data Protection Policy in place. This policy, along with risk assessment, routines and security objectives shall be reviewed regularly in order to ascertain whether it is appropriate in relation to the needs of Secoda, market conditions and threats.

#### C.3. Assistance to the data controller

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 Clause 4,3 by implementing the following technical and organizational measures: Individual users may download the information stored about them in the service through a self service function in their Profile Settings page (when they are logged into their account).

Individual users can delete their use profile entirely, also deleting any data stored about them with the data processor.

Admin users in the controller’s account may delete any user in the account, also deleting any data stored about them with the data processor.

Admin users in the controller’s account can at any time see a list of all users in the account, and a list of all rooms created in the account.

#### C.4. Storage period/erasure procedures

Personal data is processed by the data processor on behalf of the controller for as long as the data processor provides the services to the controller under the Agreement after which the personal data is automatically erased by the data processor. If the data processor processes personal data as a controller, the personal data will be erased/anonymised according to the retention schedule set out in the Privacy Policy of the data processor.

Personal data that the data processor processes for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes.

Upon termination of the provision of personal data processing services, the data processor shall either delete or return the personal data in accordance with Clause 10.1 (save for the retention as set forth above), unless the data controller – after the signature of the contract – has modified the data controller’s original choice. Such modification shall be documented and kept in writing, including electronically, in connection with the DPA.

#### C.5. Processing location

Processing of the personal data under the DPA cannot be performed at other locations than the following without the data controller’s prior written authorisation: The location for the processing is listed in Appendix B (approved sub-processors).

#### C.6. Instruction on the transfer of personal data to third countries

For subcontractors located outside the EEA, the transfer of personal data shall be done according to the regulation on transfers to third countries in Article 45 to 47 and 49 GDPR.

#### C.7. Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor

The data processor shall allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller. The data processor and the controller shall cover their own costs with regard to any audit. If the controller requests the use of an external auditor, the controller shall cover the costs of use of such an auditor.


---

# Agent Instructions: Querying This Documentation

If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question.

Perform an HTTP GET request on the current page URL with the `ask` query parameter:

```
GET https://docs.secoda.co/policies/data-processing-agreement.md?ask=<question>
```

The question should be specific, self-contained, and written in natural language.
The response will contain a direct answer to the question and relevant excerpts and sources from the documentation.

Use this mechanism when the answer is not explicitly present in the current page, you need clarification or additional context, or you want to retrieve related documentation sections.