Data Processing Agreement in accordance with Article 28(3) GDPR

SECTION I

Clause 1 — Purpose and scope

(a) The purpose of these Standard Contractual Clauses (the "Clauses") is to ensure compliance with Article 28(3) and (4) of 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.

(b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29 (3) and (4) Regulation (EU) 2018/1725.

(c) These Clauses apply to the processing of personal data as specified in Annex II.

(d) Annexes I to IV are an integral part of the Clauses.

(e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

Clause 2 — Invariability of the Clauses

(a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.

(b) 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 they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

Clause 3 — Interpretation

(a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively.

(c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 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 related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 5 — Docking clause

(a) Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes and signing Annex I.

(b) Once the Annexes in (a) are completed and signed, the acceding entity shall be treated as a Party to these Clauses and have the rights and obligations of a controller or a processor, in accordance with its designation in Annex I.

(c) The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 6 — Description of processing(s)

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

Clause 7 — Obligations of the Parties

7.1 Instructions

(a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.

(b) The processor shall immediately inform the controller if, in the processor's opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.

7.2 Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.

7.3 Duration of the processing of personal data

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

7.4 Security of processing

(a) The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data ("personal data breach"). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.

(b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.5 Sensitive data

If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences ("sensitive data"), the processor shall apply specific restrictions and/or additional safeguards.

7.6 Documentation and compliance

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

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

(c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller's request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.

(d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.

7.7 Use of sub-processors

(a) The processor has the controller's general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least four weeks 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.

(b) Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(c) At the controller's request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.

(d) The processor shall remain fully responsible to the controller for the performance of the sub-processor's obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.

(e) The processor shall agree a third party beneficiary clause with the sub-processor whereby – in the event the processor has factually disappeared, ceased to exist in law or has become insolvent – the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

7.8 International transfers

(a) Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.

(b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

Clause 8 — Assistance to the controller

(a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.

(b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects' requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller's instructions.

(c) In addition to the processor's obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:

1. the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a "data protection impact assessment") where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
2. the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
3. the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
4. the obligations in Article 32 Regulation (EU) 2016/679.

(d) The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.

Clause 9 — Notification of personal data breach

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 Regulation (EU) 2016/679 or under Articles 34 and 35 Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.

9.1 Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

(a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant (unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);

(b) in obtaining the following information which, pursuant to Article 33(3) Regulation (EU) 2016/679, shall be stated in the controller's notification, and must at least include:

1. the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
2. the likely consequences of the personal data breach;
3. the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(c) in complying, pursuant to Article 34 Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

9.2 Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

(a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);

(b) the details of a contact point where more information concerning the personal data breach can be obtained;

(c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller's obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

SECTION III – FINAL PROVISIONS

Clause 10 — Non-compliance with the Clauses and termination

(a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, 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.

(b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:

1. the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
2. the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;
3. the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.

(d) Following 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 it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

ANNEX I – LIST OF PARTIES

Controller (hereinafter referred to as "Client"): The customer named in the order form

Processor:

• Name: ZEP GmbH
• Address: Stuttgarter Str. 41, 71254 Ditzingen, Germany
• Contact person: Christian Bopp, Managing Director, support@zep.de
• Data protection officer: Kertos GmbH, Brienner Str. 41, 80333 Munich, Contact: dsb@kertos.io

ANNEX II – DESCRIPTION OF THE PROCESSING

Categories of data subjects whose personal data are processed:

• Employees of the client
• Customers and service providers of the client or their employees

Categories of personal data that are processed:

• Contact and address data
• Personnel master data
• Payment data
• Time tracking data
• Project data
• Project planning data
• Billing data
• Invoice data
• Offer data

Sensitive data processed (if applicable):If the module "Absences & Overtime" is used: sick days or sick periods of employees of the client.

Type of processing and purpose(s):Provision and operation of the Software-as-a-Service solution "ZEP – Time Recording for Projects", which, depending on the configuration ordered, can include the following functions in particular:

• Time recording and evaluations (time sheets, customers, employees, projects, hourly and daily rate projects, standard working hours, from/to time recording)
• Project planning, plan/actual comparison (planned figures, flat-rate/fixed-price projects, target/actual comparisons)
• Prices & Receipts
• Travel expense report
• Planned hours
• Overtime, absenteeism and holidays
• Departments, Branches, Locations
• Document generator for PDF, Word, LibreOffice documents
• Document management
• Tickets, Tasks, ToDos
• Resource planning
• App for iPhone and Android
• SOAP interface
• Salesforce Interface
• Freelancers
• Personio interface
• ZEP Attendance
• Offerings
• Invoicing for invoice planning and invoicing
• Export for Accounting

Duration of processing:During the term of the separately agreed commercial contract between the Client and the Processor regarding the software solution provided by the Processor.

ANNEX III – TECHNICAL AND ORGANISATIONAL MEASURES

General

Technical and organizational measures are based on current standards of ISO 27001. The high level of protection is regularly reviewed and adapted to the current state of the art. Employees are regularly trained in the handling of sensitive data and obliged to maintain confidentiality. The handling of data and data processing equipment is regulated in writing and regularly reviewed. Insofar as data processing is carried out within the cloud services of the sub-processor Amazon Web Services EMEA SARL, the current technical and organizational measures of this sub-processor apply (see https://aws.amazon.com/de/compliance/data-privacy-faq/).

1. Confidentiality (Art. 32 para. 1 lit. b GDPR)

1.1 Organisational governance

(a) Organizational instructions (ISO/IEC 27002/2022): Data protection and information security goals are laid down in binding guidelines for all ZEP employees, with additional organizational instructions for concrete guidance on processing personal data (e.g. remote work policy).

(b) Data protection officer (Art. 37 GDPR): The management has appointed a data protection officer responsible for compliance, the development of a data protection management system, and regular awareness-raising measures.

(c) Obligation of confidentiality: All employees are obliged in writing to maintain confidentiality and data protection at the start of employment, with this obligation extending beyond the employment relationship. Freelancers and external service providers are bound by NDAs and, where applicable, data processing agreements.

(d) Data protection training: Every employee receives data protection information confirmed with the employment contract. Regular training courses are conducted, with additional specialist training for employees in particularly sensitive areas (HR, product development, customer service).

(e) Use of communication equipment: Employees receive company laptops. No company mobile phones are issued. Use of private devices is excluded (no BYOD). Private use of the company email system is not permitted. Employees may not process customer personal data on private devices.

(f) Reliability of staff (ISO/IEC 27002:2022): Appropriate pre-screening of candidates; employment contracts include information security and confidentiality obligations; regular security and data protection training; documented disciplinary procedures; documented offboarding process upon termination or role change.

1.2 Encryption and pseudonymization

(a) Key management: Documented procedure covering the full lifecycle of cryptographic keys (creation, distribution, storage, use, modification, blocking, archiving, secure destruction). Keys are generated and stored securely; master keys managed by the IaaS provider (AWS) under ISO/IEC 27001.

(b) Database and storage encryption: All customer data is encrypted at rest using AES-128-GCM. Only designated processing systems may access encryption keys (least privilege). Backups are stored encrypted only.

(c) Data in transit: All data transmitted via insecure or public networks is encrypted exclusively. HTTPS connections use TLS 1.2 or higher. Administrative access and backup transmission use encrypted connections (VPN). Only ZEP-controlled VPN servers are used.

(d) Mobile storage media: Use of mobile storage media is generally prohibited. Where exceptionally used, devices must be encrypted. Private mobile storage media may not be used to store customer data (Removable Storage Media Policy).

(e) Laptop encryption: All laptops of key ZEP employees are centrally managed and equipped with modern hard disk encryption.

(f) Encrypted file exchange: Exchange of information and files is carried out encrypted via the ZEP application. Where HTTPS upload is not possible, SFTP or equivalent encrypted mechanisms are used.

(g) Email encryption: All emails sent by ZEP employees or within the ZEP application are encrypted with TLS. Exceptions apply only if the receiving mail server does not support TLS.

1.3 Access control (physical)

ZEP does not operate its own server or data center space. Processing takes place exclusively on servers of certified third-party cloud providers. The ZEP office serves as a coworking workplace only, without local storage of sensitive data. Physical security measures include: electronic door locks, controlled key distribution, supervision of external persons, locked cabinets for sensitive documents, closed windows and doors outside office hours, and exclusive use of AWS data centers certified under ISO/IEC 27001:2022.

1.4 Access control (technical)

System access is exclusively via secure remote connections. All users have individual accounts with strong authentication (MFA). Password policies, automatic locking, and encrypted connections ensure only authorized persons access cloud services and administrative functions.

1.5 Access control (data)

A multi-level role and authorization concept ensures users only access data for which they are authorized. Access is granted on a need-to-know basis, with role-based permissions, documented centrally, and revoked within 24 hours of termination.

1.6 Permission control

Access to personal data always uses encrypted protocols (SSH, TLS 1.2+, HTTPS). Authentication includes username/password per policy; customer system supports OAuth2 and 2FA. Administrative access via VPN/SSH/AWS API with enforced MFA. Account lockout after five failed login attempts. Shared accounts and password sharing are prohibited. Automatic screen lock after 15 minutes of inactivity. Anti-virus software installed on all operational devices. Clean Desk Policy in force. Public wireless networks used only via company-provided VPN.

1.7 Separability

Development, test, and production environments are logically and technically separated. Production data may only be used in test/development environments if fully anonymized or pseudonymized. Networks are separated by task (Prod / Test). Client data is separated via a multi-tenancy architecture with a separate database per customer, further secured by regular security audits and mandatory code reviews (4–6 eyes principle).

2. Integrity measures

2.1 Transmission control

Confidentiality and integrity of private data are protected during transmission (see encryption section, including checksum calculation). Personal data processed on behalf of the Client may only be shared within the scope of instructions and as required for contractual services.

2.2 Input control

System activities are logged with at minimum: timestamp, user ID, access role, system component or function, and activities performed. Logged activities include all input, modification, and deletion actions relating to data, users, permissions, or system settings.

3. Availability measures

3.1 Availability control

Backups: State-of-the-art backup concept implemented for databases and document storage. Geo-redundancy: Spatial separation of productive data and backups across different AWS EU Regions. Capacity management: Monitoring and automatic scaling in case of capacity bottlenecks. Warning systems: Automated alerts for server availability issues, with immediate notification to the infrastructure department. Incident Response Management (ISO/IEC 27002:2022): Documented IT incident response process covering detection, reporting, analysis, and handling of incidents. In the event of a personal data breach, ZEP notifies the controller immediately. Data centers feature: automatic fire detection and firefighting, redundant power supply with UPS and generators, air-conditioning and temperature control, and preventive maintenance.

3.2 Recoverability

Disaster Recovery Concept in place. ZEP guarantees system restoration within a Recovery Time Objective (RTO) of typically 4 hours after incident acknowledgement. Recovery Point Objective (RPO): 24 hours. Nightly backups are retained daily for the first 14 days, then weekly until week 19. Backups are regularly tested.

4. Review and evaluation measures

Data protection management system established for planning, implementation, evaluation, and adaptation of measures. Risk management: Documented risk identification, assessment, and treatment process under ISO/IEC 27001 certification; regular penetration tests. Audits: Regular internal audits and external ISO/IEC 27001 certification audits (initial, surveillance, recertification); compliance verification including unannounced spot checks. Supplier management: Careful selection of subcontractors based on documented criteria (Art. 32 GDPR compliance, ISO/IEC 27001 certification required for data centers). All subcontractors are bound by Art. 28 GDPR agreements.

ANNEX IV – LIST OF SUB-PROCESSORS