Agreement on Data Processing on Behalf of unorderly GmbH

This is a translation of the original German document. You can find the original version here.

Effective Date: May 14, 2024

SECTION I

Clause 1 - Purpose And Scope of Application

1.1 These standard contractual clauses (hereinafter referred to as "Clauses") are intended to ensure compliance with Article 28 (3) and (4) of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 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, hereinafter referred to as GDPR).

1.2 The Controllers and Processors listed in Annex I have agreed to these Clauses to ensure compliance with Article 28(3) and (4) GDPR.

1.3 These Clauses apply to the processing of personal data as specified in Annex II.

1.4 Annexes I to IV are an integral part of the Clauses.

1.5 These Clauses apply are without prejudice to obligations to which the Controller is subject to the GDPR.

1.6 These Clauses do not in themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of the GDPR.

Clause 2 - Unalterability of The Clauses

2.1 The Parties undertake not to modify the Clauses except for adding information to the Annexes or updating information in them.

2.2 This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that the do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

Clause 3 - Interpretation

3.1 Where these Clauses use the terms defined in GDPR, those terms shall have the same meaning as in that regulation.

3.2 These Clauses must be interpreted in light of the provisions of the GDPR.

3.3 These Clauses shall not be interpreted in a way that is contrary to the rights and obligations provided for in the GDPR or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 4 - Hierarchy

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

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 5 - Description of The Processing

The details of the processing operations, in particular the categories of personal data and the purposes for which the personal data are processed on behalf of the Controller, are specified in Annex II.

Clause 6 - Obligations of The Parties

6.1 Instructions

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 import and 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. These instructions must always be documented.
The Processor shall immediately inform the Controller if, in the Processor's opinion, instructions given by the Controller infringe the GDPR or the applicable Union or Member State data protection provisions.

6.2 Purpose Limitation

The Processor shall process the personal data only for the specific purpose(s) set out in Annex II, unless it receives further instructions from the Controller.

6.3 Duration of The Processing of Personal Data

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

6.4 Security of Processing

The Processor shall at least implement the technical and organizational measures specified in Annex III to ensure the security of personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized 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.
The Processor shall grant access to the personal data undergoing processing to members of its personal only to the extent strictly necessary for implementing, managing and monitoring of the contract. The Processor shall ensure that persons authorized to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

6.5 Sensitive Data

If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, containing 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 offenses (hereinafter "sensitive data"), the Processor shall apply specific restrictions and/or additional safeguards.

6.6 Documentation And Compliance With the Clauses

The Parties must be able to demonstrate compliance with these Clauses.
The Processor shall deal promptly and adequately with inquiries from the Controller about the processing of date in accordance with these Clauses.
The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations set out in these Clauses and stem directly from the GDPR. At the request of the Controller, the Processor shall also allow and contribute to an audit 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 of the Processor.
The Controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include the inspections of the premises or physical facilities of the Processor and shall, where appropriate, be carried out with reasonable notice.
The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority(ies) upon request.

6.7 Use of Sub-Processors

The Processor shall have the general authorization of the Controller to engage 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 5 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.
Where the Processor engages a Sub-Processor to carry 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 under these Clauses and the GDPR.
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 secrets or other confidential information, including personal data, the Processor may redact the wording of the agreement before providing a copy.
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.
The Processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the Controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

6.8 International Data Transfers

Any transfer of data by the Processor to a third country or an international organization be done only on the basis of documented instructions from the Controller or to fulfil with a specific provision under Union or Member State law to which the Processor is subject and shall comply with Chapter V of the GDPR.
The Controller agrees that where the Processor engages a Sub-Processor pursuant to Clause 6.7 for carrying out certain processing activities (on behalf of the Controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of the GDPR, the Processor and the Sub-Processor can ensure compliance with Chapter V of the GDPR by using standard contractual Clauses adopted by the Commission pursuant to Article 46(2) of the GDPR, provided that the conditions for the application of those standard contractual Clauses are met.

Clause 7 - Assistance to the Controller

7.1 The Processor shall promptly inform the Controller of any request received from the data subject. It shall not respond to the request itself unless authorized to do so by the Controller.

7.2 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 7.1 and 7.2. the Processor shall comply with the Controller's instructions.

7.3 In addition to the Processor's obligation to assist the Controller pursuant to Clause 7.2, 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:

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;
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;
Obligation to ensure that the personal data is accurate and up to date by informing the Controller without delay if the Processor becomes aware that the personal data processing is inaccurate or outdated;
The obligations in Art. 32 GDPR

The Parties shall set out in Annex III the appropriate technical and organizational measures by which the Processor is required to assist the Controller in the application of this Clause as well as the scope and the extent of the assistance required.

Clause 8 - Notification of Personal Data Breaches

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 GDPR, where applicable, taking into account the nature of processing and the information available to the Processor.

8.1 Data breach concerning data processed by the Controller

In the event of a personal data breach concerning the data processed by the Controller, the Processor shall assist the Controller:

in notifying the personal data breach to the competent supervisory authority(ies) without undue delay after the Controller becomes 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);
in obtaining the following information, pursuant to Article 33(3) GDPR, shall be stated in the controller's notification, and must at least include the following information:
aa. 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;

bb. the likely consequences of a personal data breach;

cc. the measures taken or proposed to be taken by the Controller to address the personal data breach and, 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.

dd. in complying with the obligation under Article 34 of the GDPR with the obligation to communicate without undue delay the personal data breach to the data subject, where the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

8.2 Breach of the Protection of Data Processed by the Processor

In the event of a personal data breach in connection with the data processed by the Processor, the Processor shall notify the Controller without undue delay after having become aware of the breach. This notification shall contain, at least:

a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
contact details of a contact point where further information about the personal data breach can be obtained;
the likely consequences and the measures taken or proposed to address the personal data breach, including 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.

The Parties shall specify in Annex III any other elements to be provided by the Processor when assisting the Controller in the compliance with the Controller's under Articles 33 and 34 GDPR.

SECTION III - FINAL PROVISIONS

Clause 9 - Non-Compliance with the Clauses and Termination

9.1 Without prejudice to any provisions of the GDPR, in the event that the Processor is in breach of its obligations under these Clauses, the Controller may instruct the Processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The Processor shall promptly inform the Controller in case it is unable to comply with these Clauses, for whatever reason.

9.2 The Controller is entitled to terminate the contract insofar as it concerns the processing of personal data in accordance with these Clauses if:

the processing of personal data by the processor has been suspended by the controller pursuant to point (a), and compliance with these Clauses has not been restored within a reasonable period and in any event within one month following suspension;
the Processor is in substantial or persistent breach of these Clauses or its obligations under the GDPR;
the Processor fails to comply with a binding decision of a competent court or the competent supervisory authority(ies) relating to its obligations under these Clauses or the GDPR.

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

9.4 Following the termination of the contract, the Processor shall, at the choice of the Controller, delete all personal data processed on behalf of the Controller and certify to the Controller that this has been done, or return all personal data to the Controller and delete existing copies, unless there is an obligation under Union or Member State law to retain the personal data. Until the data is deleted or returned, the Processor shall continue to ensure compliance with these Clauses.

APPENDIX I

List of Parties

Controller(s): Are you as a user of the Structured App

Processor: Are we, unorderly GmbH, Mainzer Straße 22, 12053 Berlin, Germany.

APPENDIX II

Description of Processing

Categories of Data Subjects Whose Personal Data Are Processed

You as a user of the Structured App, third Parties created by you as a user of the Structured App

Categories of Personal Data That Are Processed

All personal data that you, as a user of the Structured App, create during use. This data may also contain sensitive data, in accordance with Art. 9 GDPR.

Type of Processing

The personal data you enter will be stored on the terminal device and/or in the iCloud and/or synchronized with other end devices on which Structured App is installed via an external server of the server provider Supabase Inc. As part of the AI-supported use of the Structured App, (personal) data provided or named by you will be transmitted to the AI service provider OpenAI OpCo LLC. If you choose to connect your Google Calendar, We use Google OAuth authentication with read-only access (calendar.readonly scope) to read your calendar events from Google Calendar API (Google Ireland Ltd.) and import them into our database for display within the Structured App.

Purpose(s) for which the Personal Data are Processed on Behalf of the Controller

The processing takes place in the context of the creation of appointments by you as a user of the Structured App.

Duration of Processing

Processing will continue until you decide to stop processing.

APPENDIX III

Technical and Organizational Measures Pursuant to Art. 32 Para. 1 GDPR for Processors (Art. 30 para. 2 lit. d. GDPR)

Terminology

This document uses the terminology and definitions of the GDPR. It also refers to:

"Processor" refers to us, unorderly GmbH, as the Processor commissioned by you in accordance with the AVV Annex;
"Client" is you as the Controller in accordance with the GDPR, who has agreed a contract with the Processor for commissioned processing;

1. Confidentiality

1.1 Access Control

This includes measures to prevent unauthorized persons from gaining access to the data processing systems on which the client's personal data is processed.

a. Access control by the contractor

The client's personal data is stored on the servers of the server provider Supabase Inc. (hereinafter "Supabase") and/or in the client's iCloud or on the client's end devices.

Personal data of the client is not permanently stored or processed on the Processor's premises.

Access to the Processor's offices is protected against access by unauthorized third Parties by locking systems. No customer appointments or similar take place in the offices; the Structured App is only made available digitally. If the Processor's business contacts attend appointments on the Processor's office premises, the Processor keeps an appointment log and ensures that the business contact does not move around the office premises unattended.

The Processor's cleaning staff have been carefully selected by the Processor and are obliged to comply with data protection regulations.

b. Access control by the server provider

The server provider Supabase, on whose servers the client's personal data is stored, takes various measures to ensure that unauthorized persons do not gain access to the data processing systems. Further information can be found in Schedule 1 of the Data Processing Agreement (DPA) concluded between the Processor and Supabase, which can be provided by the Processor on request.

c. Access control by the AI service provider

The AI provider OpenAI OpCo LLC (hereinafter "OpenAI") has various measures in place to prevent unauthorized access to OpenAI's facilities in accordance with industry best practice. These measures include in particular:

Control through physical barriers, including locked doors and gates;
24-hour on-site surveillance by security staff;
24-hour video surveillance and alarm systems, including video surveillance of common areas and facility entrances and exits;
Access control systems that require biometrics or photo ID and a PIN for OpenAI staff access to all OpenAI facilities;
Protocols for the identification, registration and escort of visitors;
Protocol of the outputs and inputs of the device.

In addition, reference is made to the Data Processing Agreement (DPA) of OpenAI, Exhibit B, Annex II, which can be provided by the Processor on request. Further information is available at https://trust.openai.com/.

d. Access control by the Google Calendar API provider

The calendar API provider Google Ireland Ltd. (hereinafter "Google") has various measures in place to prevent unauthorized access to Google's services in accordance with industry best practice. These measures include in particular:

OAuth 2.0 authentication requiring explicit user consent before any data access;
Scope-based access control limiting the Structured App to read-only calendar access (calendar.readonly);
Encrypted data transmission via HTTPS/TLS for all API communications;
Token-based authentication with automatic expiration and refresh mechanisms;
Comprehensive audit logging of all API access requests;
User ability to revoke application access at any time through Google Account settings.

In addition, reference is made to Google's Data Processing Terms and the information available at https://cloud.google.com/security.

1.2 Access Control

This includes measures to prevent unauthorized persons from using data processing systems and data processing procedures.

a. Access control by Processors

Access to Supabase's external servers on which the customer's personal data is stored can only be made via the Processor's workstation computer. These are generally protected with a username and password. The Processor has implemented a password policy that ensures that the passwords for the workstations are changed regularly. The storage drives of the workstations are automatically fully encrypted so that access to the access data to Supabase's external servers is impossible even if a workstation is lost. All workstations have a so-called pause function so that the user has to log on again after a certain period of time. The operating systems of the workstations are updated regularly. Security-relevant software on the workstations is always kept up to date automatically.

Access to Supabase's external servers from the Processor's workstation computer is possible via a TLS-encrypted connection. Access is only possible by entering an additional username and password, which are known exclusively to the Processor or the employees commissioned by the Processor.

The Processor has implemented a user management system. This ensures that all access is blocked for employees leaving the company. Every user ID in the Processor's company is unique, unambiguous and personal.

All workstation computers are provided by the Processor. If employees and / or freelancers use their own devices ("Bring Your Own Device"), they are separately obligated in writing to comply with data protection.

1.3 Access control by the server provider

The server provider Supabase has implemented comprehensive security concepts to ensure that unauthorized persons cannot access personal data stored on the servers. Supabase has implemented the following measures in particular:

Access management is centralized via an identity provider and, whenever possible, both authentication and authorization are delegated internally to this provider. This ensures that off-boarding and the revocation of privileges can take place promptly.
The Supabase infrastructure requires the approval of at least one other authorized person before changes can be made. Authorized persons are appointed on the basis of the relevance of the system in question for their tasks.
User authentication for Supabase's internal resources is protected by both a strict password policy and mandatory 2-factor authentication (2FA), which excludes the use of SMS-based 2FA.
Supabase does not knowingly store plaintext passwords at any time; if necessary, Supabase will store hashed results of authentication material as appropriate for the particular use case.
Audit trails are stored for user actions performed within the Supabase infrastructure. Supabase keeps audit logs of all interactions with its internal services and all interactions with customer projects.
The data traffic is logged and, if required, enables a retrospective analysis of all connections to the Supabase infrastructure.
Supabase firewalls only allow pre-approved and secure communication channels with Supabase services.
All communication - including the transfer of login information - takes place via connections that are protected by TLS with a range of modern encryption methods.

Please also refer to the information provided by Supabase in Schedule 1 of the DPA.

1.4 Access control by the AI service provider

OpenAI uses industry-standard best-practice solutions for authentication and authorization of internal employee access and access to the OpenAI services. These include the following measures in particular:

OpenAI uses Single Sign-On (SSO) for authentication to third-party services that are used to provide OpenAI services. Only role-based access controls (RBAC) are used to provide internal access to these services;
Mandatory multifactor authentication is used for authentication to the OpenAI identity provider;
Unique login identifiers are assigned to each user;
Pre-established review and approval procedures for all access requests to OpenAI services that store customer data;
Regular access reviews to ensure that access levels are appropriate for the roles performed by each user;
Established procedures for the immediate withdrawal of access rights when an employee leaves;
Established procedures for reporting and revoking compromised access data (e.g. passwords and API keys);
Established procedures for resetting passwords, including procedures for verifying a user's identity before issuing a new, replacement or temporary password.

In addition, reference is made to the Data Processing Agreement (DPA) of OpenAI, Exhibit B, Annex II, in particular to the points "System and Workstation Control" and "Cloud Infrastructure and Network Security".

1.5 Access control by the Google Calendar API provider

Google uses industry-standard best-practice solutions for authentication and authorization of access to Google Calendar API services. These include the following measures in particular:

Google uses OAuth 2.0 for authentication, requiring explicit user consent before granting any application access to calendar data;
Scope-based access controls ensure applications can only access data within the permissions granted by the user;
The Structured App requests only the calendar.readonly scope, which prevents any write, modify, or delete operations on user calendar data;
Access tokens expire automatically and must be refreshed, limiting the window of potential unauthorized access;
Users can review and revoke application access at any time through their Google Account permissions;
All API requests are logged for security monitoring and auditing purposes.

In addition, reference is made to Google's Data Processing Terms, in particular to the sections on security measures and data protection.

1.6 Access Control

This includes measures to ensure that those authorized to use the data processing procedures can only access the personal data subject to their access authorization.

a. Access control of the Processor

The Processor can access the servers of the server provider Supabase, on which the personal data created by the client is stored and processed.

The employees of the Processor only have access to the servers to the extent necessary to maintain the databases, further develop the database structures, perform system administration and other corresponding tasks. An authorization concept of the Processor ensures that only authorized employees can access the servers. The Processor documents the authorizations of its employees and adjusts the access options as required.

b. Access control of the server provider

At Supabase, access to the infrastructure and internal resources is managed on the basis of the least privilege principle: Individuals are only granted the privileges they absolutely need to perform their tasks, and these privileges are revoked when they are no longer required. An authorization concept ensures that only authorized employees can access the servers for maintenance or IT security purposes.

Please also refer to the information provided by Supabase in Schedule 1 of the DPA.

c. Access control of the AI service provider

OpenAI applies proven measures to prevent authorized users from accessing data beyond their authorized access rights and to prevent the unauthorized input, reading, copying, removal, modification or disclosure of data. In particular, OpenAI has implemented the following measures:

OpenAI employees' access to OpenAI services is based on the least privilege principle.

d. Access control of the Google Calendar API provider

Access to Google Calendar data through the API is strictly limited by the OAuth 2.0 scope granted by the user. The Structured App only requests the calendar.readonly scope, which limits access to read-only operations. Google ensures that authorized applications can only access data within the scope of permissions explicitly granted by the user.