Data Processing Agreement

This Data Processing Agreement ("DPA") is an addendum to the service agreement for the use of Toolboks CRM (toolboks.app and mobile app).

For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR) and as based on Opinion 14/2019 by the European Data Protection Board, the DPA is entered into between the Customer (the data controller) and Toolboks AS, with business registration number NO899065492 (the data processor), each a 'party'; together 'the parties'.

The parties HAVE AGREED on the following Contractual Clauses (the Clauses) in order to meet the requirements of the GDPR and to ensure the protection of the rights of the data subject.

Preamble

These Contractual Clauses (the Clauses) set out the rights and obligations of the data controller and the data processor, when processing personal data on behalf of the data controller.

The Clauses have been designed to ensure the parties' compliance with Article 28(3) of Regulation 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).

In the context of the provision of the Toolboks platform, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.

The Clauses shall take priority over any similar provisions contained in other agreements between the parties.

Four appendices are attached to the Clauses and form an integral part of the Clauses.

Appendix A contains details about the processing of personal data, including the purpose and nature of the processing, type of personal data, categories of data subject and duration of the processing.

Appendix B contains the data controller's conditions for the data processor's use of sub-processors and a list of sub-processors authorised by the data controller.

Appendix C contains the data controller's instructions with regards to the processing of personal data, the minimum security measures to be implemented by the data processor and how audits of the data processor and any sub-processors are to be performed.

Appendix D contains provisions for other activities which are not covered by the Clauses.

The Clauses along with appendices shall be retained in writing, including electronically, by both parties.

The Clauses shall not exempt the data processor from obligations to which the data processor is subject pursuant to the General Data Protection Regulation (the GDPR) or other legislation.

The rights and obligations of the data controller

The data controller is responsible for ensuring that the processing of personal data takes place in compliance with the GDPR (see Article 24 GDPR), the applicable EU or Member State[^1] data protection provisions and the Clauses.

The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.

The data controller shall be responsible, among other, for ensuring that the processing of personal data, which the data processor is instructed to perform, has a legal basis.

The data processor acts according to instructions

The data processor shall process personal data only on documented instructions from the data controller, unless required to do so by Union or Member State law to which the processor is subject. Such instructions shall be specified in appendices A and C. Subsequent instructions can also be given by the data controller throughout the duration of the processing of personal data, but such instructions shall always be documented and kept in writing, including electronically, in connection with the Clauses.

The data processor shall immediately inform the data controller if instructions given by the data controller, in the opinion of the data processor, contravene the GDPR or the applicable EU or Member State data protection provisions.

Confidentiality

The data processor shall only grant access to the personal data being processed on behalf of the data controller to persons under the data processor's authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need to know basis. The list of persons to whom access has been granted shall be kept under periodic review. On the basis of this review, such access to personal data can be withdrawn, if access is no longer necessary, and personal data shall consequently not be accessible anymore to those persons.

The data processor shall at the request of the data controller demonstrate that the concerned persons under the data processor's authority are subject to the abovementioned confidentiality.

Security of processing

Article 32 GDPR stipulates that, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the data controller and data processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

The data controller shall evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. Depending on their relevance, the measures may include the following:

Pseudonymisation and encryption of personal data;
the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

According to Article 32 GDPR, the data processor shall also – independently from the data controller – evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. To this effect, the data controller shall provide the data processor with all information necessary to identify and evaluate such risks.

Furthermore, the data processor shall assist the data controller in ensuring compliance with the data controller's obligations pursuant to Articles 32 GDPR, by inter alia providing the data controller with information concerning the technical and organisational measures already implemented by the data processor pursuant to Article 32 GDPR along with all other information necessary for the data controller to comply with the data controller's obligation under Article 32 GDPR.

If subsequently – in the assessment of the data controller – mitigation of the identified risks require further measures to be implemented by the data processor, than those already implemented by the data processor pursuant to Article 32 GDPR, the data controller shall specify these additional measures to be implemented in Appendix C.

Use of sub-processors

The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor).

The data processor shall therefore not engage another processor (sub-processor) for the fulfilment of the Clauses without the prior general written authorisation of the data controller.

The data processor has the data controller's general authorisation for the engagement of sub-processors. The data processor shall inform the data controller of any intended changes concerning the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). Longer time periods of prior notice for specific sub-processing services can be provided in Appendix B.

Where the data processor engages a sub-processor for carrying out specific processing activities on behalf of the data controller, the same data protection obligations as set out in the Clauses shall be imposed on that sub-processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Clauses and the GDPR. The data processor shall therefore be responsible for requiring that the sub-processor at least complies with the obligations to which the data processor is subject pursuant to the Clauses and the GDPR.

A copy of such a sub-processor agreement and subsequent amendments shall – at the data controller's request – be submitted to the data controller, thereby giving the data controller the opportunity to ensure that the same data protection obligations as set out in the Clauses are imposed on the sub-processor. Clauses on business related issues that do not affect the legal data protection content of the sub-processor agreement, shall not require submission to the data controller.

The data processor shall agree a third-party beneficiary clause with the sub-processor where – in the event of bankruptcy of the data processor – the data controller shall be a third-party beneficiary to the sub-processor agreement and shall have the right to enforce the agreement against the sub-processor engaged by the data processor, e.g. enabling the data controller to instruct the sub-processor to delete or return the personal data.

If the sub-processor does not fulfil his data protection obligations, the data processor shall remain fully liable to the data controller as regards the fulfilment of the obligations of the sub-processor. This does not affect the rights of the data subjects under the GDPR – in particular those foreseen in Articles 79 and 82 GDPR – against the data controller and the data processor, including the sub-processor.

Transfer of data to third countries or international organisations

Any transfer of personal data to third countries or international organisations by the data processor shall only occur on the basis of documented instructions from the data controller and shall always take place in compliance with Chapter V GDPR.

In case transfers to third countries or international organisations, which the data processor has not been instructed to perform by the data controller, is required under EU or Member State law to which the data processor is subject, the data processor shall inform the data controller of that legal requirement prior to processing unless that law prohibits such information on important grounds of public interest.

Without documented instructions from the data controller, the data processor therefore cannot within the framework of the Clauses:

transfer personal data to a data controller or a data processor in a third country or in an international organisation
transfer the processing of personal data to a sub-processor in a third country
have the personal data processed in by the data processor in a third country

The data controller's instructions regarding the transfer of personal data to a third country including, if applicable, the transfer tool under Chapter V GDPR on which they are based, shall be set out in Appendix C.6.

The Clauses shall not be confused with standard data protection clauses within the meaning of Article 46(2)(c) and (d) GDPR, and the Clauses cannot be relied upon by the parties as a transfer tool under Chapter V GDPR.

Assistance to the data controller

Taking into account the nature of the processing, the data processor shall assist the data controller by appropriate technical and organisational measures, insofar as this is possible, in the fulfilment of the data controller's obligations to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR.

This entails that the data processor shall, insofar as this is possible, assist the data controller in the data controller's compliance with:

the right to be informed when collecting personal data from the data subject
the right to be informed when personal data have not been obtained from the data subject
the right of access by the data subject
the right to rectification
the right to erasure ('the right to be forgotten')
the right to restriction of processing
notification obligation regarding rectification or erasure of personal data or restriction of processing
the right to data portability
the right to object
the right not to be subject to a decision based solely on automated processing, including profiling

In addition to the data processor's obligation to assist the data controller pursuant to Clause 6.3., the data processor shall furthermore, taking into account the nature of the processing and the information available to the data processor, assist the data controller in ensuring compliance with:

The data controller's obligation to without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the competent supervisory authority the Norwegian Data Protection Authority (Datatilsynet), unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
the data controller's obligation to without undue delay communicate 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;
the data controller's 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);
the data controller's obligation to consult the competent supervisory authority, the Norwegian Data Protection Authority (Datatilsynet), 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 data controller to mitigate the risk.

The parties shall define in Appendix C the appropriate technical and organisational measures by which the data processor is required to assist the data controller as well as the scope and the extent of the assistance required. This applies to the obligations foreseen in Clause 9.1. and 9.2.

Notification of personal data breach

In case of any personal data breach, the data processor shall, without undue delay after having become aware of it, notify the data controller of the personal data breach.

The data processor's notification to the data controller shall, if possible, take place within 72 hours after the data processor has become aware of the personal data breach to enable the data controller to comply with the data controller's obligation to notify the personal data breach to the competent supervisory authority, cf. Article 33 GDPR.

In accordance with Clause 9(2)(a), the data processor shall assist the data controller in notifying the personal data breach to the competent supervisory authority, meaning that the data processor is required to assist in obtaining the information listed below which, pursuant to Article 33(3)GDPR, shall be stated in the data controller's notification to the competent supervisory authority:

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.

The parties shall define in Appendix C all the elements to be provided by the data processor when assisting the data controller in the notification of a personal data breach to the competent supervisory authority.

Erasure and return of data

On termination of the provision of personal data processing services, the data processor shall be under obligation to delete all personal data processed on behalf of the data controller and certify to the data controller that it has done so, unless Union or Member State law requires storage of the personal data.

The data processor commits to exclusively process the personal data for the purposes and duration provided for by this law and under the strict applicable conditions.

Audit and inspection

The data processor shall make available to the data controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 and the Clauses and allow for and contribute to audits, including inspections, conducted by the data controller or another auditor mandated by the data controller.

Procedures applicable to the data controller's audits, including inspections, of the data processor and sub-processors are specified in appendices C.7. and C.8.

The data processor shall be required to provide the supervisory authorities, which pursuant to applicable legislation have access to the data controller's and data processor's facilities, or representatives acting on behalf of such supervisory authorities, with access to the data processor's physical facilities on presentation of appropriate identification.

The parties' agreement on other terms

The parties may agree to other clauses concerning the provision of the personal data processing service specifying e.g. liability, as long as they do not contradict directly or indirectly the Clauses or prejudice the fundamental rights or freedoms of the data subject and the protection afforded by the GDPR.

Commencement and termination

These Clauses shall become effective upon the data processor digitally acknowledging and accepting the terms through the user interface provided on the Toolboks platform.

Both parties shall be entitled to require the Clauses renegotiated if changes to the law or inexpediency of the Clauses should give rise to such renegotiation.

The Clauses shall apply for the duration of the provision of personal data processing services. For the duration of the provision of personal data processing services, the Clauses cannot be terminated unless other Clauses governing the provision of personal data processing services have been agreed between the parties.

If the provision of personal data processing services is terminated, and the personal data is deleted or returned to the data controller pursuant to Clause 11.1. and Appendix C.4., the Clauses may be terminated by written notice by either party.

Digital Acceptance: By indicating acceptance through the user interface provided on the Toolboks platform, the data controller agrees to be bound by the Clauses.

Data controller and data processor contacts/contact points

The parties may contact each other using the following contacts/contact points:

The parties shall be under obligation continuously to inform each other of changes to contacts/contact points.

The Contact person at the data processor for any questions related to this agreement is Toolboks's CEO, Odd Bjerga, email: [email protected].

The Contact Person at Toolboks will cooperate with the Data Controller, provide necessary assistance, and promptly respond to any inquiries from the Data Controller relating to the processing of the Personal Data.

Appendix A — Information about the processing

A.1. The purpose of the data processor's processing of personal data on behalf of the data controller is:

The purpose of the processing of personal data on behalf of the data controller is to provide a cloud-based customer relationship management (CRM) platform, including but not limited to: customer and contact management, sales pipeline and opportunity tracking, contract and order management, billing and invoicing, proposal generation, time tracking, activity logging, and AI-assisted data enrichment, to the data controller's authorised users, via the Toolboks CRM platform (toolboks.app).

Personal data that the data processor processes on behalf of the data controller may not be used for any other purpose without the prior approval of the data controller, or without the individual user having freely granted consent to further processing.

A.2. The data processor's processing of personal data on behalf of the data controller shall mainly pertain to (the nature of the processing):

to deliver the agreed CRM services, including storage and retrieval of customer, contact, and deal data
identify, authenticate, and grant role-based access to correct individuals
manage sales pipelines, opportunities, contracts, orders, invoices, proposals, renewals, and related business records
log and display activities (meetings, calls, emails, notes) associated with contacts and customers
track time entries and deliverables against contracts
generate AI-assisted content such as data enrichment, summaries, and drafted communications
provide analytics dashboards, reporting, and audit trails
send transactional emails (e.g. password resets, notifications, invoice delivery)
debugging and technical maintenance of the application

A.3. The processing includes the following types of personal data about data subjects:

Personal identification and contact information of CRM users: first name, last name, e-mail address, profile image, OAuth provider and UID, locale preference;
personal identification and contact information of the data controller's customers' contact persons stored in the CRM: name, e-mail address, telephone number, job title, role type, tags, and any custom fields defined by the data controller (e.g. LinkedIn URL);
business data associated with contacts: company name, organisation number, address, website, industry, segment;
activity and interaction data: meeting notes, call logs, email correspondence, and other activities logged against contacts and customers;
time tracking data: hours logged, entry dates, descriptions, and hourly rates linked to users;
financial data: opportunity values, contract amounts, invoice totals, billing schedules, and payment statuses;
audit trail data: records of changes made to personal data, including the identity of the user who made the change (via Paper Trail);
technical data: IP addresses, user agent strings, browser and device information, session data; and,
usage data: page visits, feature usage, and similar behavioural data collected for analytics purposes.

A.4. Processing includes the following categories of data subject:

Employees and contractors of the data controller (i.e. CRM user accounts with roles such as admin, sales manager, account executive, customer success manager, finance, operations, or read-only)
Contact persons at the data controller's customers and prospects (i.e. contact records stored in the CRM by the data controller's users)

A.5. The data processor's processing of personal data on behalf of the data controller may be performed when the Clauses commence.

Personal data is processed for the duration of the data controller's active subscription to the Toolboks CRM platform.

Hence, personal data is processed:

during the subscription period; and
for 30 days after the account has been cancelled or marked for deletion (grace period); and
for an additional 30 days in the recovery database (backup retention).

If no legal grounds for continued processing exists, the personal data will be permanently and irrevocably destroyed 60 days after the data has been deleted from the system.

Appendix B — Authorised sub-processors

B.1 Approved sub-processors
On commencement of the Clauses, the data controller authorises the engagement of the following sub-processors:

Company name	Address and data location	Purpose of processing	Types of data
Hetzner Online GmbH DPA	Industriestr. 25, 91710 Gunzenhausen, Germany. Data location: EU (Germany / Finland)	Cloud server hosting, database storage, file storage, and backup services for the Toolboks CRM platform.	All (see A.3)
Google LLC Privacy Policy Data Privacy Framework	Google Ireland Limited, Google Building Gordon House, 4 Barrow St, Grand Canal Dock, Dublin 4, D04 V4X7, Ireland. Data location: EU / US	Authentication provider (Google OAuth). Google Analytics for website traffic analysis and usage optimisation.	Names, emails, IP addresses, OAuth identifiers, website usage and behaviour data.
Anthropic PBC Privacy Policy	548 Market St, PMB 90375, San Francisco, CA 94104, USA. Data location: US	AI services for CRM data enrichment, content generation, and intelligent assistance features.	User-generated content (prompts, CRM record data submitted for AI processing), first name.
Sentry (Functional Software, Inc.) Privacy Policy Data Privacy Framework	45 Fremont Street, 8th Floor, San Francisco, CA 94105, USA. Data location: EU	Error tracking and crash reporting for platform maintenance and improvement.	IP addresses, user agent, device data, event data.
Brevo (Sendinblue SAS) Privacy Policy	106 boulevard Haussmann, 75008 Paris, France. Data location: EU	Transactional email delivery (password resets, notifications, invoice emails) and marketing communications.	Email addresses, first name, last name, email content.

The data controller shall on the commencement of the Clauses authorise the use of the abovementioned sub-processors for the processing described for that party. The data processor shall not be entitled – without the data controller's explicit written authorisation – to engage a sub-processor for a 'different' processing than the one which has been agreed upon or have another sub-processor perform the described processing.

B.2. Prior notice for the authorisation of sub-processors

The data controller will be notified 30 days before a new sub-processor is approved.

Appendix C — Instruction pertaining to the use of personal data

C.1. The subject of/instruction for the processing

The data processor's processing of personal data on behalf of the data controller shall be carried out by the data processor performing the following:

provide access to the Toolboks CRM platform and its features (customer management, pipeline, contracts, billing, proposals, time tracking, activities, and reporting)
provide access to the management interface for users, roles, and account settings

C.2. Security of processing
The level of security shall take into account:

The data processor shall hereafter be entitled and under obligation to make decisions about the technical and organisational security measures that are to be applied to create the necessary (and agreed) level of data security.

The data processor shall however – in any event and at a minimum – implement the following measures that have been agreed with the data controller:

Technical security measures:

Data in transit (between server and client, and between server and database) shall be fully covered by SSL encryption or TLS encryption, version 1.2 or higher.
Our web applications have strict CORS and CSP policies, which protects from unauthorised requests, for example from unsafe javascript code or browser plugins.
To ensure confidentiality, data can only be accessed after authentication and authorization over TLS connection.
Safe authentication of users is provided through authentication providers such as Google, or using email and password with Devise lockable (automatic account lockout after failed attempts).
Data at rest (database server) is protected and encrypted with LUKS (Linux Unified Key Setup), specifically AES 256-bit encryption.
Data resilience and availability is ensured by the hosting infrastructure at Hetzner, with automated backups and redundancy.
Data can be restored from a point-in-time backup service in a separate physical data centre, in a timely manner after any technical or physical event at the primary data centre.
Multi-tenant data isolation is enforced at the database level using PostgreSQL schema-per-tenant architecture, ensuring each tenant's data is logically separated.
Multi factor authentication is required for all team members.
All applications are under real-time logging and monitoring systems which detect and alert the IT team on suspicious activities.

Organisational security measures:

The development team subscribes to vulnerability notifications and performs timely upgrades and applies patches when security incidents and vulnerabilities are discovered.
All changes to personal data are versioned and reversible via audit trail (Paper Trail), ensuring integrity and resilience.
Data security measures are tested and verified at minimum once per year, and security patches and upgrades are performed monthly or when needed.
All employees and service providers have confidentiality clauses, non-disclosure agreements or equivalent clauses in their respective contracts.
Management team and DPO performs an annual privacy audit.
Technical team lead organises external penetration tests once per year and periodic vulnerability scanning and remediation on all systems processing personal data.
Management routines include a quarterly data minimization process, where team leads need to review all personal data and delete data points which are no longer in use.
Personal data processed at the workplace is secured with adequate access control and security measures. Employees have the opportunity to work from home on equipment approved by the employer.
Hetzner, which provides the servers used, has strict security requirements and operates data centres in the EU with ISO 27001 certification.
New and existing employees undergo regular training and awareness programs on data protection best practices and understanding the importance and practical implementation of data privacy.
Design with privacy first principles: Our UX/UI team caters to the rights of data subjects, such as the right to access, rectification, erasure, and data portability.

C.3. Assistance to the data controller

The data processor shall insofar as this is possible – within the scope and the extent of the assistance specified below – reasonably assist the data controller in accordance with Clause 9.1. and 9.2. by implementing the technical and organisational upon individual agreement on assistance.

C.4. Storage period/erasure procedures

Personal data is stored for the duration of the service delivery for each account, after which the personal data is automatically erased by the data processor.

Upon termination of the provision of personal data processing services, the data processor shall either delete or return the personal data in accordance with Clause 11.1., unless the data controller – after the signature of the contract – has modified the data controller's original choice. Such modification shall be documented and kept in writing, including electronically, in connection with the Clauses.

C.5. Processing location

Processing of the personal data under the Clauses cannot be performed at other locations than the following without the data controller's prior written authorisation:

At the location of the Processor and the sub-processors. For the sub-processors' location, see Section B.1.

C.6. Transfer of personal data and instructions for transfers to third countries

The processor may transfer personal data to third countries (i.e., countries outside the EEA) if there is a legal basis for such transfer under GDPR Chapter V. If there is no other legal basis for transfer, the processor may use the standard contractual clauses for the transfer of personal data to processors established in third countries (processor to processor transfer).

The following sub-processors are located outside the EEA and transfers are covered by appropriate safeguards:

Service	Address and data location	Purpose of processing	Transfer mechanism	Types of data
Anthropic PBC Privacy Policy	548 Market St, PMB 90375, San Francisco, CA 94104, USA. Data location: US	AI services for data enrichment and intelligent assistance.	Standard Contractual Clauses (SCC)	User-generated content, first name
Google LLC Privacy Policy	Google Ireland Limited, Dublin, Ireland. Data location: EU / US	Authentication (OAuth) and website analytics.	EU-US Data Privacy Framework	Names, emails, IP addresses, OAuth identifiers, usage data
Sentry (Functional Software, Inc.) Privacy Policy	San Francisco, CA, USA. Data location: EU	Error tracking and crash reporting.	EU-US Data Privacy Framework	IP addresses, user agent, device data, event data

C.7. Procedures for the data controller's audits, including inspections, of the processing of personal data being performed by the data processor

None other than as set forth in the Clauses.

Appendix D — The parties' terms of agreement on other subjects

Section 7.6 shall be deleted.

In Section 9.2.a shall the following be deleted: «and, where feasible, not later than 72 hours».

In Section 10.2 shall «, if possible, take place within 24 hours» be replaced with «without undue delay».

[^1]: References to "Member States" made throughout the Clauses shall be understood as references to "EEA Member States".