Last updated February 12, 2024  

This Data Processing Agreement (”DPA”) forms a legally binding contract between you (“Company”) and Footprint Intelligence (located at Balanstr. 63, München, Bayern 81379, Germany) and applies to the extent Footprint Intelligence (“Supplier”) processes Customer Personal Data on your behalf when you are the Data Controller. This DPA is incorporated into, and is subject to the terms and conditions of the Principal Agreement.

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to use Supplier’s Services, which imply the processing of Company Personal Data by Supplier, as outlined in the service agreement between Company and Supplier governing Company’s use of the Services (“Principal Agreement”). Supplier acts as the Data Processor when Processing Company Personal Data.

(C) The Parties seek to implement a Data Processing Agreement that complies with the requirements of the current legal framework in relation to Data Processing and with the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation 

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this DPA shall have the following meaning:

1.1.1 “DPA” means this Data Processing Agreement and all Schedules;

1.1.2 “Company Personal Data” means any Personal Data Processed by Data Processor or any of its Sub-Processors on behalf of Company pursuant to or in connection with the Principal Agreement;

1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5 “EEA” means the European Economic Area;

1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
1.1.8.1 a transfer of Company Personal Data from the Company to Supplier; or

1.1.8.2 an onward transfer of Company Personal Data from Supplier to a Sub-Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the Data Transfer restrictions of Data Protection Laws);

1.1.9 “Services” means the digital sustainability and decarbonization platform, online education or e-learning services the Supplier provides.

1.1.10 “Sub-Processor” means any third party appointed by or on behalf of Data Processor to process Personal Data on behalf of the Company in connection with the DPA.

1.2 The terms, “Commission”, “Data Controller”, “Data Processor”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data 

2.1 Data Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions.

3. Processor Personnel 

Data Processor shall take reasonable steps to ensure the reliability of any its employee, agent or contractor of any employee, agent, or controller of any of its Sub-Processors who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the DataProcessor or Sub-Processor ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security 

4.1 Taking into account 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, Data Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

Sub Processors Security Measures include but may not be limited to: Data hosting at cloud provider with high security standards, e.g., HIPAA, GDPR, ISO, PCI, SOC 2 Type 2, secure data transfers using encryption with secure protocols such as HTTPS and written internal security policies.

4.2 In assessing the appropriate level of security, Data Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing 

5.1 Data Processor shall not appoint (or disclose any Company Personal Data to) any Sub-Processor without Company’s prior written consent.

5.2 Upon signing this DPA, Company provides its consent to the Sub-Processors listed:

AWS, Azure Cloudflare, Cloudinary, Docker Hub, Google Cloud, MongoDB Atlas, Open AI, Open Telekom Cloud, Paypal, Sentry, Stripe, Vercel, Vultr, Weglot

5.3 Where the Data Processor engages a Sub-Processor for carrying out specific processing activities (on behalf of Company), 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 Data Processor in accordance with this DPA. Data Processor shall ensure that the Sub-Processor complies with the obligations to which Company is subject pursuant to this DPA and applicable Data Protection Law.

5.4 At Company’s request, Data Processor shall provide a copy of such a Sub-Processor agreement and any subsequent amendments to Company. To the extent necessary to protect business secrets or other confidential information, including Personal Data, Data Processor may redact the text of the agreement prior to sharing the copy.

5.5 Data Processor shall remain fully responsible to the Company for the performance of the Sub-Processor’s obligations in accordance with its contract with Data Processor. Data Processor shall notify Company of any material failure by the Sub-Processor to fulfill its contractual obligations to Process Data Processor’s Personal Data in accordance with this DPA.

6. Data Subject Rights 

6.1 Taking into account the nature of the Processing, Data Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Data Processor shall:

6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Data Processor is subject, in which case Data Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach 

7.1Data Processor shall notify Company without undue delay upon Data Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects or a Supervising Authority of the Personal Data Breach under the Data Protection Laws.

7.2 Data Processor shall cooperate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection

Impact Assessment and Prior Consultation. Data Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Data Processor and Sub-Processors.

9. Deletion or return of Company Personal Data 

9.1 Subject to this section 9. Data Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data,unless Union or Member State law requires storage of the Personal Data.

10. Audit rights 

10.1 Subject to this section 10, Data Processor shall make available to the Company on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the DPA does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer 

11.1 The Data Processor may not transfer or authorize the transfer of Personal Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If Personal Data processed under this DPA is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Data Processor shall ensure that the Personal Data are adequately protected and transferred in compliance with EU Data Protection Laws. To achieve this, the Data Processor shall, unless agreed otherwise, transfer Personal Data to Sub- Processors located in countries that received an ‘adequacy decision’ from the European Union, or rely on EU approved standard contractual clauses for the onward transfer of Personal Data to a Sub-Processor located outside the EU/EEA in a country without an adequacy decision.

12. General Terms 

12.1 Confidentiality. Each Party must keep this DPA and information it receives about the other Party and its business in connection with this DPA and the Principal Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this DPA must be in writing and will be delivered personally, or sent by post or sent by email to the address or email address set out in the heading of this DPA at such other address as notified from time to time by the Parties changing address.

13. Governing Law and Jurisdiction 

13.1 This DPA is governed by the laws of Germany.

13.2 Any dispute arising in connection with this DPA, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Munich, Bavaria, Germany.