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Fictional product, illustrative draft. Not legal advice.

Data Processing Agreement - Example Machines GmbH / Spindlewise

Law as of: 20 October 2026. This is a draft for a lawyer to review before use. It is not legal advice.

This Data Processing Agreement ("DPA") is incorporated into, and forms part of, the Master Subscription Terms between Example Machines GmbH ("Processor," "Example Machines") and the Customer named on the Order Form ("Controller," "Customer"). It governs Example Machines' processing of personal data on the Customer's behalf through the Spindlewise platform.

Scope note on what this DPA covers. Example Machines is a processor for: Authorized User login accounts and shift logs tied to those logins (together, "Account Data"). Machine Data (sensor readings from the Customer's machines) is, in the ordinary case, not personal data at all - it describes the condition of equipment, not an identified or identifiable individual - and is not covered by this DPA; it is covered instead by the connected-product data clause (Section 7) of the Master Subscription Terms. Where a specific stream of Machine Data is in fact linked to an identifiable individual (for example, a maintenance log entry that names the operator who performed a repair), that specific data point is Account Data for the purposes of this DPA and must be treated accordingly.

The contact details of the Customer's designated site contact are not Account Data under this DPA. Example Machines processes them as its own controller, under Section 8 of the Master Subscription Terms, because it decides for itself why and how it uses that contact (to reach someone at the Customer's business for support and account management), not on the Customer's documented instructions (Art. 4(7) Regulation (EU) 2016/679). See open-points.md on whether any site-contact field is in fact handled on the Customer's instruction instead.

Drafting note: sorting personal data by role before completing Annex II is the template's own first step. Contact details of the Customer's own staff that Example Machines uses for its own billing and account management (not run through the Platform at the Customer's instruction) - including the designated site contact's name, job title, email address and phone number - are Example Machines' own controller data, not Annex II data; see Section 8 of the Master Subscription Terms (templates/data-processing-agreement.md, "How to fill this in"; references/eu/gdpr-processors- transfers.md).

Part A: EU/EEA controller-to-processor clauses (Decision (EU) 2021/915)

This Part reproduces the Commission's Article 28(7) standard contractual clauses in full. The parties have not modified the clause text beyond completing the bracketed choices and the Annexes, as Clause 2(a) requires.

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, and repealing Directive 95/46/EC (General Data Protection Regulation).

(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) of 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.

The Customer is a private-sector business, not a Union institution, body, office or agency; point (a) above accordingly selects the Regulation (EU) 2016/679 option.

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 (optional): docking clause

Not included. No third entity is contemplated as acceding to this agreement as a controller or processor at this time; add this clause if that changes.

Clause 6: description of processing

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 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.

Not expected to apply on the facts given (shift logs and login accounts for machine operators are not, by their nature, sensitive data), but the clause is kept as a standing safeguard in case a future field captures something unexpected, such as a medical restriction noted in a shift log.

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. 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.

Drafting note: where Example Machines allocates any cost of an on-site audit to the Customer (for example, a fee for a bespoke audit beyond a standard compliance pack), that cost must not be set at a level that deters the Customer from exercising its Clause 7.6(c) rights in practice (references/eu/gdpr-processors-transfers.md).

7.7 Use of sub-processors

OPTION 2: GENERAL WRITTEN AUTHORISATION: The processor has the controller's general authorisation for the engagement of sub-processors from an agreed list (Annex IV). 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 30 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.

Option 2 (general authorisation) is chosen here, rather than Option 1 (prior specific written authorisation per engagement), because Example Machines needs to be able to change a backend sub-processor, such as its support-ticketing vendor, without collecting a fresh signed approval from every customer for every change; see backend-subprocessor-change-memo.md for the full mechanics this choice enables. Present both options to the Customer at signing and record which one the Customer in fact agreed to; the official template requires naming both and asking, not choosing unilaterally (templates/data-processing-agreement.md, "How to fill this in"; the SKILL.md rule that an official model's options must be set out for the client to choose, not chosen for them, applies with equal force here even though the counterparty is a business rather than a consumer).

(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.

(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.

(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 Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

This clause is squarely engaged by the US support-ticketing vendor, which sees the content of support tickets, including anything an Authorized User writes into one (Account Data under the controller's instruction, if the ticket identifies the Authorized User). The transfer mechanism actually relied on for that vendor - an adequacy finding under the EU-US Data Privacy Framework if the vendor is certified, or the Commission's Art. 46(2)(c) transfer clauses (Module Two, processor-to-processor transfer, or Module Three depending on the vendor's own role) if not - is named in Annex II below once the vendor's certification status is confirmed; see open-points.md.

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 of 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 of Regulation (EU) 2016/679, 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) of 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 of 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.

Drafting note: "without undue delay" is kept exactly as the Clause states it, not tightened to a fixed number of hours, because the controller's own 72-hour clock to the supervisory authority runs from the controller becoming aware, not from the processor's notification, and a looser processor standard could put that deadline at risk if Example Machines is slow; the operational target for how quickly Example Machines' own incident process notifies the controller belongs in implementation-requirements.md, not in the clause text itself (references/eu/gdpr-processors-transfers.md).

Clause 10: 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:

(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;

(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.

(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:

  1. Name: [Customer name, as stated on the Order Form] Address: [Customer address] Contact person's name, position and contact details: [the Customer's designated site contact under the Master Subscription Terms, or a separate data protection contact if the Customer names one] Signature and accession date: [ ]

Processor:

  1. Name: Example Machines GmbH Address: Werkstrasse 14, 70173 Stuttgart, Germany Contact person's name, position and contact details: [data protection contact - a named role, not only legal@example-machines.test, since Art. 28(3) assumes a reachable contact for day-to-day DPA matters] Signature and accession date: [ ]

Annex II: description of the processing

  • Categories of data subjects whose personal data is processed: the Customer's Authorized Users (machine operators and other staff who log in to the Platform). The Customer's designated site contact is not a data subject under this Annex; Example Machines processes that person's contact details as its own controller - see the scope note above and open-points.md.
  • Categories of personal data processed: login credentials (username, hashed password or SSO identifier); name and role of the Authorized User; shift log entries tied to a login (shift start and end times, the machine or line worked, any maintenance action logged under that login); and, where a support ticket identifies an Authorized User by name or includes personal data in its free-text content, that ticket content (processed on Example Machines' documented instructions from the Customer to the extent Example Machines' support function handles the ticket on the Customer's behalf; see the sub-processor note on the ticketing vendor below).
  • Sensitive data processed, if applicable: none expected. If a shift log or support ticket incidentally records health-related information (for example, a note that an operator left a shift for a medical reason), Clause 7.5's restrictions apply; flag this to Example Machines' support team as a standing instruction to redact or avoid recording such detail where it is not operationally necessary.
  • Nature of the processing: collection, storage, and making available for viewing by the Customer's own authorized administrators, of login and shift-log data within the Platform; routing of support ticket content to Example Machines' support staff and its ticketing sub-processor for the purpose of providing support.
  • Purpose(s) for which the personal data is processed on behalf of the controller: operating Authorized User accounts; maintaining shift logs as part of the predictive-maintenance workflow; and providing customer support through the ticketing system.
  • Duration of the processing: for the term of the Master Subscription Terms, and for 30 days after termination or expiry under Section 9 of those terms, unless a longer retention period is required by law or agreed with the Customer.
  • For processing by (sub-)processors, also specify subject matter, nature and duration: see the sub-processor list at Annex IV; the ticketing vendor processes support ticket content for the duration of the support relationship plus the vendor's own stated retention period [insert once confirmed - see open-points.md].

Annex III: technical and organisational measures

[To be completed with Example Machines' actual security measures before this DPA is signed; a generic restatement of the statutory list does not meet Art. 28(3). At minimum, describe:]

  • Encryption of Account Data in transit and at rest in the German cloud hosting region.
  • Access controls restricting Account Data access to Example Machines staff who need it to provide support or operate the Platform, with role-based access and logging.
  • Authentication requirements for Authorized User accounts (password policy, or SSO where offered).
  • Confidentiality commitments for Example Machines staff and contractors with access to Account Data.
  • Backup and restoration procedures and their tested recovery time.
  • The specific measures the support-ticketing vendor applies to ticket content, since that is where Account Data leaves Example Machines' own direct control.

Annex IV: list of sub-processors

Completed on the general-authorisation (Option 2) basis chosen in Clause 7.7 above.

  1. Name: [Example Machines' cloud hosting provider for the German region] Address: [ ] Description of the processing: hosts the Platform and all Account Data and Machine Data, in a cloud region located in Germany.

  2. Name: [the US company running the support-ticketing system] Address: [ ] Description of the processing: processes the content of support tickets, including Account Data an Authorized User includes in a ticket, for the purpose of providing customer support. Located in the United States; see the international-transfer note under Clause 7.8 above and open-points.md for the transfer mechanism.

See backend-subprocessor-change-memo.md for how this list is updated when Example Machines changes which company runs a backend service.

Part B: US state processor-contract terms

Texas: TDPSA processor contract

Texas has no consumer-count or revenue threshold (Tex. Bus. and Com. Code Sec. 541.002(a)), so it applies to Example Machines' Texas-market processing unless Example Machines qualifies as an SBA small business (see open-points.md). The following terms apply whether or not that threshold question is resolved, since they cost nothing to include and some Texas duties bind a small business regardless:

The parties agree that, for personal data of Texas residents processed under this agreement:

  • This DPA states clear processing instructions, the nature and purpose of processing, the type of data processed, the duration of processing, and the rights and obligations of both parties, as set out in Annex II above (Tex. Bus. and Com. Code Sec. 541.104(b)).
  • Every person processing the data is bound by a duty of confidentiality (Sec. 541.104(c)(1); met by Clause 7.4(b) above).
  • Example Machines will, at the Customer's direction, delete or return all personal data once the service ends, unless law requires retention (Sec. 541.104(c)(2); met by Clause 10(d) above).
  • Example Machines will make compliance information available to the Customer on reasonable request (Sec. 541.104(c)(3); met by Clause 7.6(c) above).
  • Example Machines will allow and cooperate with reasonable assessments by the Customer or its designated assessor, or, at Example Machines' choice, arrange for a qualified independent assessor's report on request (Sec. 541.104(c)(4); met by Clause 7.6(c), (d) above).
  • Any subcontractor Example Machines engages is bound, by written contract, to Example Machines' own requirements under this agreement (Sec. 541.104(c)(5); met by Clause 7.7(b) above).

Drafting note: the EU Clause 7.6 audit-and-information duty and this Texas assessment-cooperation duty cover materially the same ground, so this section cross-refers to the EU clauses rather than drafting a second, separate audit regime (templates/data-processing-agreement.md, "Picking the right combination").

California: CCPA service-provider contract (conditional)

Include this section only if Example Machines, or the Customer, in fact crosses a CCPA applicability threshold (over $25,000,000 gross revenue, buying/selling/sharing 100,000+ consumers' personal information a year, or deriving 50% or more of revenue from selling/sharing personal information) - see open-points.md. If it applies, this agreement:

  • Names the limited and specific business purpose for which Example Machines may retain, use or disclose Account Data: operating the Platform and providing support, as stated in Annex II (Cal. Civ. Code 1798.140(ag), (j)).
  • Prohibits Example Machines from selling or sharing Account Data.
  • Prohibits Example Machines from retaining, using or disclosing Account Data for any purpose other than the business purposes stated above, or outside the direct business relationship with the Customer, including combining it with data from another source.
  • Requires Example Machines to certify that it understands these restrictions and will comply with them.
  • Lets the Customer monitor Example Machines' compliance at least annually.
  • Requires Example Machines to notify the Customer if it can no longer meet these obligations.
  • Lets the Customer take reasonable steps to stop and remediate any unauthorized use on notice.
  • Flows the same restrictions down to any subcontractor Example Machines engages.

Open point: whether Account Data about California-based Authorized Users is "personal information of a consumer" under the CCPA turns on whether an Authorized User acting purely in an employment context is a "consumer" under the statute's own definition. The CCPA's "consumer" is a California resident, without the employment-context carve-out that Virginia, Texas and most other state statutes use; the employee-context exemption that once softened this sunset on 1 January 2023, so ordinary employee and B2B-contact data is within the CCPA's general obligations today if the threshold is met (references/us-states/ca-ccpa.md, "When it applies"). This section is accordingly included conditionally rather than assumed away.

Appendix: Ohio and other US states

Ohio has no comprehensive consumer privacy statute merged in this skill's references, and none is known to exist as of the law-as-of date; no state-specific processor-contract term is added for Ohio beyond the general commercial confidentiality and security terms already stated in the Master Subscription Terms and this DPA (references/us-states/state-matrix.md, "New York and other states" note, which states that an unlisted state is covered only by the federal baseline plus a flag).

See annotations.md for the applicability table and the checklist results against references/eu/gdpr-processors-transfers.md and the EU B2B checklist's processor-contract section.