Data processing addendum

PARTIES AND BACKGROUND

Customer (“Controller”) has entered into an agreement with WasteTracker sp. z o.o. (“Wastetracker”) (each a “Party” and collectively the “Parties”) under which Wastetracker has agreed to provide the Services in accordance with SaaS agreement (the “Agreement”). This Data Processing Addendum (the “DPA”) is incorporated into and forms part of the Agreement and shall be effective on the effective date of the Agreement.

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SECTION I

  1. Purpose and scope
  1. The purpose of the DPA 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.
  2. The Parties have agreed to the DPA in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679.
  3. The DPA apply to the processing of personal data as specified in Annex II.
  4. Annexes I to III are an integral part of the DPA.
  5. The DPA are without prejudice to obligations to which the Controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
  6. The DPA do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679.
  1. Invariability of the DPA
  1. The Parties undertake not to modify the DPA, except for adding information to the Annexes or updating information in them.
  2. This does not prevent the Parties from changes to the content of the DPA, provided that the changes are not indirectly contradict Commission Implementing Decision (EU) 2021/915 of 4 June 2021 on standard contractual clauses between controllers and processors pursuant to Art. 28 sec. 7 of Regulation (EU) 2016/679 of the European Parliament and of the Council and Art. 29 sec. 7 of Regulation (EU) 2018/1725 of the European Parliament and of the Council or detract from the fundamental rights or freedoms of data subjects.
  1. Interpretation of the DPA
  1. Where the DPA use the terms defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. The DPA shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. The DPA shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 or in a way that prejudices the fundamental rights or freedoms of the data subjects.
  1. Hierarchy

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

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SECTION II – OBLIGATIONS OF THE PARTIES

  1. 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 I.

  1. Obligations of the Parties
    1. Instructions
  1. Wastetracker shall process personal data only on documented instructions from the Controller, unless required to do so by Union or Member State law to which Wastetracker is subject. In this case, Wastetracker 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.
  2. Wastetracker shall immediately inform the Controller if, in Wastetracker’s opinion, instructions given by the Controller infringe Regulation (EU) 2016/679 or the applicable Union or Member State data protection provisions.
  1. Purpose limitation

Wastetracker shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex I, unless it receives further instructions from the Controller.

  1. Duration of the processing of personal data

Processing by Wastetracker shall only take place for the duration specified in Annex I.

  1. Security of processing
  1. Wastetracker shall at least implement the technical and organisational measures specified in Annex II 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.
  2. Wastetracker 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. Wastetracker 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.
  1. 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”), Wastetracker shall apply specific restrictions and/or additional safeguards.

  1. Documentation and compliance
  1. The Parties shall be able to demonstrate compliance with the DPA.
  2. Wastetracker shall deal promptly and adequately with inquiries from the Controller about the processing of data in accordance with the DPA. 
  3. Wastetracker shall make available to the Controller all information necessary to demonstrate compliance with the obligations that are set out in the DPA and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the Controller’s request, Wastetracker shall also permit and contribute to audits of the processing activities covered by the DPA, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the Controller may consider relevant certifications held by Wastetracker.   
  4. 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 Wastetracker and shall, where appropriate, be carried out with reasonable notice.
  5. 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.
  1. Use of sub-processors
  1. Wastetracker has the Controller’s general authorisation for the engagement of sub-processors from an agreed list specified in Annex III. Wastetracker shall specifically inform in writing the Controller of any intended changes of that list through the addition or replacement of sub-processors at least 3working 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). Wastetracker shall provide the Controller with the information necessary to enable the Controller to exercise the right to object.
  2. Where Wastetracker 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 the DPA. Wastetracker shall ensure that the sub-processor complies with the obligations to which Wastetracker is subject pursuant to the DPA and to Regulation (EU) 2016/679. 
  3. At the Controller’s request, Wastetracker 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, Wastetracker may redact the text of the agreement prior to sharing the copy.
  4. Wastetracker shall remain fully responsible to the Controller for the performance of the sub-processor’s obligations in accordance with its contract with Wastetracker. Wastetracker shall notify the Controller of any failure by the sub-processor to fulfil its contractual obligations.
  5. Wastetracker shall agree a third-party beneficiary clause with the sub-processor whereby - in the event Wastetracker 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.
  1. International transfers
  1. Any transfer of data to a third country or an international organisation by Wastetracker 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 Wastetracker is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679.
  2. The Controller agrees that where Wastetracker engages a sub-processor in accordance with Clause 6.7. 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, Wastetracker and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using the DPA.
  1. Assistance to the Controller
  1. Wastetracker 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.
  2. Wastetracker 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), Wastetracker shall comply with the Controller’s instructions
  3. In addition to Wastetracker’s obligation to assist the Controller pursuant to Clause 7(b), Wastetracker 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 Wastetracker:
    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 Wastetracker 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.
  4. The Parties shall set out in Annex II the appropriate technical and organisational measures by which Wastetracker is required to assist the Controller in the application of this Clause as well as the scope and the extent of the assistance required.
  1. Notification of personal data breach

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

  1. Data breach concerning data processed by the Controller

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

  1. 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);
  2. 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.

  1. 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.
  1. Data breach concerning data processed by Wastetracker

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

  1. a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
  2. the details of a contact point where more information concerning the personal data breach can be obtained;
  3. it’s 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 II all other elements to be provided by Wastetracker when assisting the Controller in the compliance with the Controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

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SECTION III – FINAL PROVISIONS

  1. Non-compliance with the DPA and termination
  1. Without prejudice to any provisions of Regulation (EU) 2016/679 if Wastetracker is in breach of its obligations under the DPA, the Controller may instruct Wastetracker to suspend the processing of personal data until the latter complies with the DPA or the contract is terminated. Wastetracker shall promptly inform the Controller in case it is unable to comply with the DPA, for whatever reason.
  2. The Controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with the DPA if:
    1. the processing of personal data by Wastetracker has been suspended by the Controller pursuant to point (a) and if compliance with the DPA is not restored within a reasonable time and in any event within one month following suspension;
    2. Wastetracker is in substantial or persistent breach of the DPA or its obligations under Regulation (EU) 2016/679;
    3. Wastetracker fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to the DPA or to Regulation (EU) 2016/679.
  3. Wastetracker shall be entitled to terminate the contract insofar as it concerns processing of personal data under the DPA 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.
  4. Following termination of the contract, Wastetracker 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, Wastetracker shall continue to ensure compliance with the DPA.

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ANNEX I: DESCRIPTION OF THE PROCESSING

Categories of data subjects whose personal data is processed‍

Customer staff, tenants or other users of the building

Categories of personal data processed

E-mail addresses

Nature of the processing

personal data is used as an identifier in the system

Purpose(s) for which the personal data is processed on behalf of the Controller

performance of the contract for the launch and use of WasteTracker software in the SaaS model

Duration of the processing

Period of cooperation between the parties

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ANNEX II: TECHNICAL AND ORGANIZATIONAL MEASURES 

We take all possible measures to ensure the safety of personal data within our platform: 

  1. Organizational Measures
    1. Data Protection Policy – Clear procedures for processing and securing data.
    2. Employee Onboarding Training on data protection and cybersecurity.
    3. Access on a "Need-to-Know" Basis – Only authorized personnel have access to specific data.
    4. Data Processing Agreements – Requiring subcontractors to adhere to appropriate security standards.
    5. Regular Audits – Internal and external compliance reviews to ensure GDPR adherence.
    6. Incident Management Procedure – A response plan for data protection breaches.
  2. Technical Measures
    1. Data Encryption: we use the highest possible encryption methods provided by our vendors. 
    2. Role-Based Access Control (RBAC):  Users have different access levels based on predefined roles to minimize unauthorized access.
    3. Email link Authentication: User login is verified by a confirmation link sent to the users email box. 
    4. Application Security:
      1. Regular penetration testing – Identifying vulnerabilities proactively.
      2. Rate limiting mechanisms – Preventing brute-force login attempts.
      3. Log monitoring – Detecting unusual activities.
    5. Backup Security:
      1. Regular encrypted backups – Secure storage of backup data.
      2. Disaster recovery testing – Ensuring data can be restored when needed.
    6. Secure Data Centers – Using cloud providers compliant with EU-U.S. Data Privacy Framework

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ANNEX III: LIST OF SUB-PROCESSORS

The Controller has authorized the use of the following sub-processors:

  1. Google Workspace - for email contact with clients 
  2. Pipedrive - for Client Relationship Management
  3. Vercel - website hosting services
  4. MongoDB - data base for waste records 
  5. Clerk, Inc. - for user authentication and login to the system,
  6. Resend, Inc. - for email distribution related to login links and system notifications,
  7. Inngest, Inc. - for task queuing and workflow automation,
  8. Neon, Inc. - for managing task distribution related to package shipping

Zadbano - for parcel delivery.