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Data processing agreement

Last updated: 18 September 2026

Standard Contractual Clauses

For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR)

between

the Customer identified in the Main Services Agreement, at the address stated there

(the data controller)

and

Doublestack ApS, CVR 46545680, Michael Drewsens Vej 20A, 1., 8270 Højbjerg, Denmark

(the data processor)

each a ‘party’; together ‘the parties’

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to meet the requirements of the GDPR and to ensure the protection of the rights of the data subject.

In the Clauses, the Main Services Agreement means the data processor’s Terms of Service as accepted by the data controller, or any separate written agreement between the parties that replaces them.

2. Preamble

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 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).

2.3 In the context of the provision of the Doublestack service, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.

2.4 The Clauses shall take priority over any similar provisions contained in other agreements between the parties.

2.5 Four appendices are attached to the Clauses and form an integral part of the Clauses.

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.

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.

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.

2.9 Appendix D contains provisions for other activities which are not covered by the Clauses.

2.10 The Clauses along with appendices shall be retained in writing, including electronically, by both parties.

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

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.

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 The data controller shall be responsible, among other, 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

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. 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.

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

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. On the basis of 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.

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

6.1 Article 32 GDPR stipulates that, 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, 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:

  • Pseudonymisation and encryption of personal data;
  • the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
  • the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
  • a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

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.

6.3 Furthermore, the data processor shall assist the data controller in ensuring compliance with the data controller’s obligations pursuant to Articles 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

7.1 The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor).

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.

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 10 business 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). The manner in which that notice is given, and the procedure for objecting to it, are set out in Appendix B.2. The list of sub-processors already authorised by the data controller can be found in Appendix B.

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.

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.

7.6 If the sub-processor does not fulfil his 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

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.

8.2 In case transfers to third countries or international organisations, which the data processor has not been instructed to perform by the data controller, is 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.

8.3 Without documented instructions from the data controller, the data processor therefore cannot within the framework of the Clauses:

a. transfer personal data to a data controller or a data processor in a third country or in an international organization

b. transfer the processing of personal data to a sub-processor in a third country

c. have the personal data processed in by the data processor in a third country

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.

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

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:

a. the right to be informed when collecting personal data from the data subject

b. the right to be informed when personal data have not been obtained from the data subject

c. the right of access by the data subject

d. the right to rectification

e. the right to erasure (‘the right to be forgotten’)

f. the right to restriction of processing

g. notification obligation regarding rectification or erasure of personal data or restriction of processing

h. the right to data portability

i. the right to object

j. the right not to be subject to a decision based solely on automated processing, including profiling

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, taking into account the nature of the processing and the information available to the data processor, assist the data controller in ensuring compliance with:

a. The data controller’s obligation to without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the competent supervisory authority, being the supervisory authority competent for the data controller, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;

b. the data controller’s obligation to without undue delay communicate 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;

c. 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);

d. the data controller’s obligation to consult the competent supervisory authority, being the supervisory authority competent for the data controller, 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.

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 Clause 9.1. and 9.2.

10. Notification of personal data breach

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.

10.2 The data processor’s notification to the data controller shall, if possible, take place within 24 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.

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:

a. The nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;

b. the likely consequences of the personal data breach;

c. 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.

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

11.1 On termination of the provision of personal data processing services, the data processor shall be under obligation to delete all personal data processed on behalf of the data controller and, on the data controller’s written request, confirm in writing to the data controller that it has done so.

12. Audit and inspection

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.

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.

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

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

14.1 The Clauses form an integral part of the Main Services Agreement between the parties, and shall become effective on the date that agreement takes effect. The data controller’s acceptance of the Main Services Agreement is its acceptance of the Clauses.

14.2 Both parties shall be entitled to require the Clauses renegotiated if changes to the law or inexpediency of the Clauses should give rise to such renegotiation.

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.

14.4 If the provision of personal data processing services is terminated, and the personal data is deleted pursuant to Clause 11.1. and Appendix C.4., the Clauses may be terminated by written notice by either party.

14.5 Acceptance. The Clauses form part of the Main Services Agreement and are accepted with it. They are not separately signed. The version of the Clauses in force between the parties is the version attached to or identified in that agreement.

15. Data controller and data processor contacts/contact points

15.1 The parties may contact each other using the following contacts/contact points:

15.2 The parties shall be under obligation continuously to inform each other of changes to contacts/contact points.

For the data controller: the contact stated in the Main Services Agreement, or such other contact as the data controller notifies to the data processor in writing.

For the data processor:

Field Value
Position Chief Information Security Officer
E-mail privacy@doublestack.app

Appendix A. Information about the processing

A.1. Purpose of the processing

The purpose of the data processor’s processing of personal data on behalf of the data controller is:

To provide the Doublestack service to the data controller, so that the data controller’s sales staff can prepare, review and manage e-mail correspondence with the data controller’s customers and prospective customers.

A.2. Nature of the processing

The data processor’s processing of personal data on behalf of the data controller shall mainly pertain to (the nature of the processing):

Collection, storage, organisation, retrieval, analysis, use, transmission and erasure of personal data for the purpose in A.1. The analysis is performed in part by large language models operated by the sub-processors identified under Appendix B.

A.3. Types of personal data

The processing includes the following types of personal data about data subjects:

  • Contact details: name, e-mail address and telephone number.
  • The content of e-mail correspondence in the mailboxes the data controller connects to the service, including subject lines, message bodies and attachments.
  • Profile data that the service derives from that content, describing a customer’s stated requirements, circumstances and purchase intentions, and describing a salesperson’s writing style.
  • Pseudonymised records of e-mail senders, held with the sender address in hashed form together with an inferred category.

A.4. Categories of data subject

Processing includes the following categories of data subject:

  • The data controller’s staff who use the service.
  • The data controller’s customers and prospective customers.
  • Any other person who corresponds with a mailbox the data controller has connected to the service.

A.5. Duration of the processing

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:

For the term of the Main Services Agreement, and for up to 30 days after it ends, after which the personal data is deleted in accordance with Appendix C.4.

Appendix B. Authorised sub-processors

B.1. Approved sub-processors

On commencement of the Clauses, the data controller authorises the engagement of the sub-processors published at https://doublestack.app/policies/sub-processors, as that list stands on the date the Clauses become effective. For each sub-processor the list states its name, the processing it carries out on behalf of the data controller, and the region in which it stores personal data. The data processor makes the list as it stood on any given date available to the data controller on request.

The data controller shall on the commencement of the Clauses authorise the use of the abovementioned sub-processors for the processing described for that party. The data processor shall not be entitled – without the data controller’s explicit written authorisation – to engage a sub-processor for a ‘different’ processing than the one which has been agreed upon or have another sub-processor perform the described processing.

B.2. Prior notice for the authorisation of sub-processors

  1. Notice. The data processor gives the information required by Clause 7.3. by publishing the intended addition or replacement on the sub-processor list at https://doublestack.app/policies/sub-processors, at least 10 business days before the sub-processor is engaged. The parties agree that publication in this manner is the information required by Clause 7.3., and the data controller undertakes to review the list at intervals of no more than 10 business days.

  2. Objection. The data controller may object within the notice period, in writing, on reasonable grounds relating to the protection of personal data, stating those grounds. Where no objection is received within the notice period, the addition or replacement is authorised. Where the data controller objects, the parties shall discuss the objection in good faith; where they do not reach a resolution, the data controller’s sole remedy is to terminate the affected part of the services on written notice.

  3. Exceptions. Where a sub-processor must be added or replaced without delay in order to maintain the security or the continued availability of the services, the data processor may make the change and publish it as soon as practicable afterwards, and paragraph 2 then applies from the date of publication. The engagement of an affiliate of an authorised sub-processor for the same processing, and the succession of an authorised sub-processor by merger, acquisition or reorganisation, are not additions or replacements for the purposes of Clause 7.3.

Appendix C. 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 following:

Providing the Doublestack service to the data controller, as described in Appendix A and in the Main Services Agreement. This comprises connecting the mailboxes the data controller nominates, reading and analysing the correspondence in them, deriving and maintaining the profile data described in A.3, preparing draft correspondence for a member of the data controller’s staff to review, and sending correspondence that a member of the data controller’s staff has decided to send. The data processor shall not process the personal data for any other purpose.

C.2. Security of processing

The level of security shall take into account:

That the data processor processes the content of the data controller’s e-mail correspondence. The data processor neither requests nor requires personal data covered by Article 9 GDPR, and no such data is a purpose of the processing, but the data processor does not determine what the data controller’s correspondents write. Personal data covered by Article 9 GDPR can therefore pass through the service. The level of security is set above the level that would be appropriate for ordinary contact data alone, and is supported by data minimisation and by the short retention periods in C.4.

The data processor shall hereafter be entitled and under obligation to make decisions about the technical and organisational 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:

  1. Pseudonymisation and encryption of personal data. Personal data is encrypted at rest using the key management service of the hosting sub-processor, and in transit using TLS. Message content carried in queued background work is additionally encrypted at the application layer, so that it rests as ciphertext in the job queue, the dead-letter queue and the failed-jobs table. Excerpts of message content held within derived profile data are encrypted at the application layer. Records of e-mail senders who are not the data controller’s customers are held with the sender address in hashed form.

  2. Ongoing confidentiality, integrity, availability and resilience. Access to production systems is granted on a least-privilege basis and only to persons under an obligation of confidentiality. There are no long-lived user accounts in the production environment; interactive access is federated through the data processor’s identity provider and requires multi-factor authentication. Changes reach production only through version control and an automated pipeline, in which every change is reviewed before it is merged and is subject to automated testing, dependency scanning and secret scanning.

  3. Restoring availability and access in a timely manner. Production data is backed up daily to a backup vault with a minimum retention of 35 days. The vault is locked, so a recovery point cannot be deleted or its retention shortened before it expires.

  4. Regularly testing, assessing and evaluating effectiveness. The restorability of backups is tested weekly; the test establishes that a recovery point restores as a working resource, and does not verify the contents of the restored data. The production estate is scanned for known vulnerabilities, and dependencies are scanned on every change.

  5. Access to data online. Interactive access to systems holding personal data requires multi-factor authentication and is granted by role rather than to individuals. Access rights, including those held by non-human identities, are reviewed at least quarterly and withdrawn when they are no longer necessary.

  6. Protection of data during transmission. Personal data transmitted over a public network is protected with TLS. This applies to access to the service by the data controller’s staff, to the data processor’s connections to the data controller’s mail provider, and to the data processor’s connections to its sub-processors.

  7. Protection of data during storage. Personal data at rest is encrypted. Production data is stored in the European Union, subject to the qualifications in C.5.

  8. Physical security of locations at which personal data are processed. The data processor operates no premises at which personal data is processed. Personal data is stored and processed in data centres operated by the sub-processors identified under Appendix B, which are responsible for the physical security of those facilities.

  9. Use of home/remote working. The data processor’s personnel work remotely. Devices used to access personal data are enrolled in the data processor’s device management platform, which enforces full-disk encryption, a device passcode, automatic screen lock and automatic operating system updates. Access to production systems is through the data processor’s identity provider with multi-factor authentication, and not through credentials stored on the device.

  10. Logging. Administrative and API activity in the production environment is recorded to an audit trail with log file validation enabled, written to storage protected by object lock so that a record cannot be altered or deleted within its retention period. Access to log data follows the same requirements as access to personal data.

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 9.1. and 9.2. by implementing the following technical and organisational measures:

  1. Data subject rights (Clause 9.1). The service provides functions by which the data controller can itself retrieve, correct and delete the personal data of an individual data subject, and the data controller uses those functions in the first instance. Where a request from a data subject reaches the data processor directly, the data processor shall forward it to the data controller within two business days and shall not respond to the data subject itself. Where the data controller cannot satisfy a request through the functions of the service, the data processor shall provide reasonable assistance on written request.

  2. Personal data breach (Clause 9.2(a) and (b)). The data processor shall notify the data controller within the period in Clause 10.2., with the information listed in Clause 10.3. that is available to it at that time, and shall supplement that information as more becomes known, so that the data controller can meet its obligation under Article 33(4) GDPR.

  3. Data protection impact assessment and prior consultation (Clause 9.2(c) and (d)). The data processor shall make available the description of its technical and organisational measures in C.2., the details of processing in Appendix A, and the sub-processor and transfer information in Appendix B and C.6., and shall answer the data controller’s written questions about the processing.

  4. Costs. Reasonable assistance is provided at no additional charge. Assistance that goes materially beyond the above, including assistance with a volume of requests that is disproportionate to the services, is provided at the data processor’s standard rates, agreed in writing before the work begins.

C.4. Storage period/erasure procedures

Personal data processed on behalf of the data controller is deleted within 30 days of the termination of the provision of personal data processing services. Live data is deleted on the data controller’s request at any time during the term.

Backup copies are an exception the data processor states rather than leaves to be discovered. Backup copies cannot be deleted earlier than their retention period, because the backup vaults are immutable and that immutability binds the data processor as well. Those copies expire on their own within 35 days and are not restored into production. A confirmation under Clause 11.1. is given on that basis.

C.5. Processing location

Processing of the personal data under the Clauses cannot be performed at other locations than the following without the data controller’s prior written authorisation:

The European Union and the European Economic Area, and the locations stated for each sub-processor on the sub-processor list published at https://doublestack.app/policies/sub-processors. A change to those locations is a change to which Clause 7.3. and Appendix B.2. apply.

The data processor states the following qualifications rather than leaving them to be discovered. Images served through the data processor’s content delivery network, which include user profile pictures, are cached at edge locations worldwide and therefore rest outside the EEA for as long as the cache holds them. Several sub-processors that store personal data in the European Union can be reached in support from outside it. Each runs on the data processor’s existing transfer basis with the sub-processor concerned.

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

The data controller instructs the data processor to transfer personal data to, and to permit access to personal data from, the sub-processors on the list published at https://doublestack.app/policies/sub-processors, in the locations stated there.

For each such sub-processor established in, or accessing personal data from, a third country, the data processor relies on a transfer tool under Chapter V GDPR. The data processor records the transfer tool relied on for each sub-processor, and states it to the data controller on written request.

If the data controller does not in the Clauses or subsequently provide documented instructions pertaining to the transfer of personal data to a third country, the data processor shall not be entitled within the framework of the Clauses to perform such transfer.

C.7. Audits and inspections of the data processor

Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor:

  1. Written information first. The data controller exercises its rights under Clause 12.1. by written request to the contact point in Clause 15. The data processor shall respond within 30 days with the information necessary to demonstrate compliance with Article 28 GDPR and the Clauses, which may include a completed security questionnaire and the description of measures in C.2.

  2. Inspection. Where the data controller demonstrates that the information provided under paragraph 1 is insufficient to answer a specific and documented concern relating to the protection of personal data, an inspection shall proceed, subject to paragraphs 3 to 6.

  3. Frequency and notice. An inspection may be conducted no more than once in any period of twelve months, on at least 30 days’ prior written notice, during normal business hours, and to a scope agreed by the parties in writing before it begins. The frequency limit does not apply where an inspection is required by a competent supervisory authority, or follows a personal data breach that affected the data controller’s personal data.

  4. The auditor. An inspection may be conducted by the data controller or by an auditor it mandates. The auditor shall not be a competitor of the data processor, and shall be bound by an obligation of confidentiality no less protective than that in the Main Services Agreement.

  5. Limits. An inspection shall not extend to the personal data or the confidential information of any other customer of the data processor, to the data processor’s systems or source code, or to anything that would place the data processor in breach of an obligation of confidentiality or would compromise the security of the services.

  6. Costs. The data controller bears its own costs and the data processor’s reasonable costs of an inspection, including the time of the data processor’s personnel. The data processor shall set aside the resources required for the inspection to be performed.

  7. Findings. Based on the results of an inspection, the data controller may request further measures to ensure compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses. Such measures are agreed under Clause 6.3.

C.8. Audits and inspections of sub-processors

Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors:

  1. The data processor verifies each sub-processor’s compliance with its data protection obligations documentarily, by reviewing the audit reports, certifications and compliance documentation that the sub-processor publishes or provides.

  2. The data processor shall make the result of that verification available to the data controller on written request, together with any such report or documentation the data processor is permitted to disclose.

  3. Neither the data processor nor the data controller inspects a sub-processor’s physical facilities. The data processor holds no right to grant such access and cannot confer one. Paragraphs 1 and 2 are the procedure by which the data controller’s rights under Clause 12.1. are exercised in respect of sub-processors.

  4. Based on the result of that verification, the data controller may request further measures to ensure compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses.

Appendix D. The parties’ terms of agreement on other subjects

D.1. Automated analysis of e-mail content. The service analyses the content of the data controller’s e-mail correspondence using large language models. The data processor warrants that:

  1. the data controller’s e-mail content is not used to train any model, by the data processor or by any model provider it engages;
  2. inference on the data controller’s e-mail content is performed within the European Economic Area;
  3. model invocation logging is disabled in the data processor’s accounts with the inference provider, so that the inference service writes no prompt and no completion to the data processor’s logs or storage. This warranty concerns the inference service only. It does not extend to the data processor’s own application logging, and what the model provider itself retains is governed by the data processor’s agreement with that provider rather than by this setting;
  4. no message is sent from a mailbox the data controller has connected without a member of the data controller’s staff deciding to send it; and
  5. the recipients of a message are never determined by a model.

D.2. Liability. The limitations and exclusions of liability set out in the Main Services Agreement apply to each party’s liability under the Clauses, and liability under the Clauses is aggregated with liability under the Main Services Agreement for the purpose of any cap. This paragraph does not limit the rights of a data subject under Articles 79 and 82 GDPR, the liability of either party towards a supervisory authority, or any liability that cannot be limited under applicable law.