Last updated on October 20, 2025.

PREAMBLE

This Data Processing Agreement (“DPA“) supplements the deltaDAO Onboarding Application Terms and Conditions (the “Terms and Conditions“)↗ as updated from time to time between deltaDAO AG (“deltaDAO“) and the customer. This DPA specifies the data protection obligations of the contractual parties arising from the defined processing activities in which personal data belonging to the controller is processed by the processor in compliance with the General Data Protection Regulation (“GDPR”). The term of this DPA shall continue for the duration of the provision of the services outlined in Annex II of this DPA.

SECTION I

Clause 1 - Purpose and scope

(a) The purpose of these DPA 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.

(d) Annexes I and II 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.

(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.

Clause 2 - Interpretation

(a) Where these Clauses use the terms defined in Regulation (EU) 2016/679, 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.

(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 or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 3 - 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.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 4 - 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 5 - Obligations of the Parties

5.1. 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 or the applicable Union or Member State data protection provisions.

5.2. 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.

5.3. Duration of the processing of personal data

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

5.4. Security of processing

(a) The processor shall at least implement the technical and organisational measures specified here↗ 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.

5.5. 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.

5.6 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. 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 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.

5.7. 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 two 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.

(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.

5.8. 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.

(b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 5.7. 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 6 - 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 6(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:

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;
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;
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;
the obligations in Article 32 Regulation (EU) 2016/679.

Clause 7 - 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.

7.1 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:

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;
the likely consequences of the personal data breach;
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.

7.2 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.

SECTION III – FINAL PROVISIONS

Clause 8 - Non-compliance with the Clauses and termination

(a) Without prejudice to any provisions of Regulation (EU) 2016/679, 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:

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;
the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679;
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.

(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 5.1 (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.

SECTION IV – ADDITIONAL CLAUSES

Clause 9 - Use of sub-processors and ancillary services

9.1 Agreed list of sub-processors pursuant to Clause 5.7(a)

The agreed list of sub-processors pursuant to Clause 5.7(a), for whose engagement the processor has the controller’s general authorisation, is available here↗.

9.2 Objection to the intended sub-processor changes pursuant to Clause 5.7(a)

(a) The objection to the intended sub-processor changes pursuant to Clause 5.7(a) can only be raised in writing and for an objective reason.

(b) In the event the controller objects to the processor‘s use of a new sub-processor, the conroller and processor will work together in good faith to find a mutually acceptable resolution to address such objection. If the parties are unable to reach a mutually acceptable resolution within a reasonable timeframe, either party may, as its sole and exclusive remedy, terminate the portion of the agreement relating to the services affected by such change by providing written notice to the other party. During any such objection period, the processor may suspend the affected portion of the services.

9.3 Ancillary services

Sub-processing relationships within the meaning of this provision are understood to be services that relate directly to the provision of the main service and in which data processing constitutes an important (core) component. This does not include ancillary services that the contractor uses, e.g., telecommunications services, postal/transport services, maintenance and user service or the disposal of data carriers as well as other measures to ensure the confidentiality, availability, integrity and resilience of the hardware and software of data processing systems and activities performed by persons bound by professional secrecy (tax advisors, lawyers, external company doctors, auditors). However, the processor is obliged to enter into appropriate and legally compliant contractual agreements to ensure the data protection and data security of the controller's data, even in the case of outsourced ancillary services.

Clause 10 - Agreement on further contractual purposes

(a) deltaDAO is entitled to process the personal data covered by this DPA for the purpose of troubleshooting in the deltaDAO product in which the data is stored.

(b) deltaDAO is entitled to process the personal data covered by this DPA for the purpose of developing new deltaDAO products or further developing existing deltaDAO products in an appropriately secure environment. In this processing, deltaDAO shall take into account that data erased by the customer or designated for erasure shall no longer be processed.

to the extent that deltaDAO deems this to be strictly necessary and proportionate to ensure network and information security,
insofar as this ensures the ability of a network or information system to defend against disruptions or unlawful or malicious interference that compromises the availability, authenticity, integrity, and confidentiality of stored or transmitted personal data, as well as the security of related services offered or accessible via these networks or information systems. This includes, in particular, preventing unauthorized access to electronic communications networks and the dissemination of harmful program code, as well as warding off attacks in the form of targeted server overload (“denial of service” attacks) and damage to computer and electronic communications systems.

Clause 11 - Final provisions

(a) The processor may amend the DPA at its reasonable discretion with appropriate notice. In particular, the processor expressly reserves the right to unilaterally amend this DPA in the event of significant legal changes relating to this DPA. The processsor shall inform the controller of the planned amendment and shall also grant the controller a reasonable period of time to declare an objection. The processor shall inform the controller in the notice of change that the change will take effect if the controller does not object within the set period. In the event of an objection by the controller, the processor shall be entitled to extraordinary termination rights.

(b) Should any of the provisions of this DPA be or become invalid or unenforceable in whole or in part, the validity or the enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In this case, the invalid or unenforceable provision shall be replaced by a provision, which, to the extent legally possible, provides for an interpretation in keeping with the meaning and the purposes of this DPA at the time of the conclusion of the DPA between the parties. Under circumstances in which this DPA proves to be incomplete, a supplementary interpretation in accordance with the meaning and the purposes of this DPA under due considerations of the legitimate interest of the parties involved shall be applied.

(c) This DPA shall be governed by and construed in accordance with German Law. Each party agrees to submit to the sole jurisdiction of Hamburg, Germany.

(d) In the event the controller's personal data held by the processor suffers the risk of seizure by insolvency proceedings, law enforcement or any other such event, the processor shall notify the controller promptly, if permissible by law. The processor shall promptly inform all entities involved in the matter that the ownership and control of the data lies exclusively with the controller, as defined in the GDPR.

ANNEX I LIST OF PARTIES

Controller

Controller is the customer who has concluded the Terms and Conditions with deltaDAO. Name, address and the contact person’s contact details are provided by the customer during the onboarding process and in the account creation form.

Processor

Name: deltaDAO AG
Address: Katharinenstraße 30a, 20457 Hamburg, Germany
Contact person’s contact details: privacy@delta-dao.com

As an integral part of the Terms and Conditions, this DPA is effective without signature starting from the effective date of the Terms and Conditions.

ANNEX II: DESCRIPTION OF THE PROCESSING

Categories of data subjects whose personal data is processed: Controller’s end users of the deltaDAO Onbaording Application including controller’s employees, representatives, and any other natural persons that are authorized by the controller to use the application.

Categories of personal data processed

Usage Data:
- Operating system (OS)
- Content accessed (URL)
- Internet Protocol (IP) address
- Further User-Agent-Request-Header data (device type, used browser)
- Date and time that the services were used
- Application diagnostics, connection timestamps, server the user was connected to
- Activity logs (login attempts)
Authentication Data:
- User e-mail addresses
- User public key material (when using passkey- or WebAuthn-based authentication)
- Authenticator names (e.g., “John’s YubiKey”, “John’s iPhone”)
Organization and User Data:
- User ID and Authentication ID
- E-mail address
- Organizational affiliation

Sensitive data processed: None

Nature of the processing: To provide the services to the controller as provided in the Terms and Conditions.

Purpose(s) for which the personal data is processed on behalf of the controller: The purpose of the processing is to ensure the delivery and performance of the processor’s services provided in the Terms and Conditions.

Duration of the processing: The personal data is processed for the duration of the contractual relationship. In the meantime, the personal data will be deleted upon request or if the purpose ceases to exist. After termination of the contractual relationship, the personal data is deleted in accordance with the internal deletion concept of the processor.

Data Processing Agreement according to Art. 28 GDPR