- Subject-matter and duration of the processing
1.1. The subject matter of the Agreement is the rights and obligations of the parties in the context of the provision of
services in accordance with the service description and general terms and conditions (hereinafter referred to as the
main contract), insofar as STRATO AG (hereinafter referred to as the processor) processes personal data on behalf
of the client as controller (hereinafter referred to as the client) according to Art. 28 GDPR. This includes all activities
that the processor performs to fulfill the contract and that represent a data processing on behalf of the controller. This
also applies if the order does not explicitly refer to this Data ProcessingAgreement.
1.2. The duration of the processing depends on the actual processing of personal data of the controller by the
processor. - Nature and purpose of the processing
2.1. The nature of the processing includes all types of processing as defined by the GDPR to fulfill the contract.
2.2. Purposes of processing are all purposes required to provide the contracted services (see also Appendix 1
service description) in particular in terms of cloud services, hosting, Software as a Service (SaaS), and IT support. - Type of personal data and categories of data subjects
3.1. The type of processed data is determined by the client by the product selection, the configuration, the use of the
services, and the transmission of data. See also the service description inAppendix 1.
3.2. The categories of data subjects are determined by the client via product selection, configuration, the use of the
services, and the transmission of data. See also the service description inAppendix 1. - Responsibility and processing on documented instructions
4.1. The client is solely responsible for complying with the legal requirements of data protection laws, in particular, the
legality of the transfer of data to the processor and the legality of data processing under this Agreement ( “Controller”
in the sense ofArt. 4 no. 7 GDPR). This also applies to the purposes and means of processing set out in this
Agreement.
4.2. The instructions are initially determined by the main contract and can then be changed by the client in writing or
in an electronic format (text form) by individual instructions (individual instruction). Verbal instructions must be
confirmed immediately in writing or in text form. In the event of proposed changes, the processor shall inform the
client of the effects that this will have on the agreed services, in particular, the possibility of providing services,
deadlines, and remuneration. If the implementation of the instruction is not reasonable to the processor, the processor
is entitled to terminate the processing and give extraordinary notice of termination of the contract.The controller’s
obligation to pay shall cease upon the processor’s termination of the service. Unacceptability exists in particular if the
services are provided in an infrastructure that is used by several clients/customers of the processor (shared services),
and a change in the processing for individual clients is not possible or is unreasonable.
4.3. The contractually agreed data processing takes place in a Member State of the European Union or in another
contracting state of the Agreement via the European Economic Area, unless the transfer of data to third countries
becomes necessary in order to provide the service. In the event that a transfer to a third country takes place, the
processor shall ensure that the requirements pursuant to Art. 44 ff. GDPR are fulfilled. - Rights of the client, obligations of the processor
5.1. The processor may only process data of data subjects on the basis of documented instructions of the controller
within the scope of the order. The instructions shall be specified in the contract at the beginning, however, there shall
be no obligation to issue instructions unless there is an exceptional case within the meaning ofArticle 28 (3) a) of the
GDPR. (obligation under the law of the European Union or of a Member State). This also refers to transfers of
personal data to third countries or international organisations. If there is a processing obligation contrary to an
instruction, the processor shall inform the client of the relevant legal requirement before processing. Unless the law in
question prohibits such information due to an important public interest.The processor shall inform the client without
delay if it considers that an instruction violates applicable laws. The processor may suspend the implementation of the
instruction until it has been confirmed or modified by the client. The instructions shall be documented by the Client
and kept for at least the duration of the contractual relationship.
5.2. In the light of the nature of the processing, the processor shall, as far as possible, assist the client with
appropriate technical and organisational measures in order to fulfill the rights of the data subjects laid down in
Chapter III of the GDPR. The processor is entitled to demand appropriate compensation from the client for these
services. The processor shall provide the client with cost information in advance, insofar as the support was not
required due to a breach of law or contract by the processor.
5.3. The processor shall assist the client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of
the GPDR taking into account the nature of processing and the information available to the processor. The processor
is entitled to demand appropriate compensation from the client for these services, insofar as the support was not
required due to a breach of law or contract by the processor. The processor shall provide the client with cost
information in advance.
5.4. The processor ensures that the employees involved in the processing of the data of the client and other persons
acting on behalf of the processor are prohibited from processing the data outside the instruction issued. Furthermore,
the processor ensures that persons authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of confidentiality. The same applies to the social
secrecy, secrecy of telecommunications according to § 3 TTDSG (German Telecommunications and Telemedia Data
ProtectionAct)and – in knowledge of criminal liability – for the preservation of secrets of professional secrecy
according to § 203 StGB (German Penal Code). The obligation of confidentiality/secrecy persists even after the
order has been completed.
5.5. The processor shall inform the client immediately if it becomes aware of violations of the protection of personal
data of the client. The processor shall take the necessary measures to safeguard the data and to mitigate possible
adverse consequences for the data subjects.
5.6. The processor guarantees the written appointment of a Data Protection Officer, who shall carry out his/her
activity in accordance withArt. 38 and 39 GDPR. A contact option will be published on the website of the
processor.
5.7. At the end of the provision of the processing services, the processor will, at the choice of the client, either delete
or return the personal data, unless there is an obligation under European Union or national law to retain the personal
data.If the client does not exercise this option, deletion is deemed agreed. If the client chooses to return, the
processor can demand a reasonable compensation. The processor shall provide the client with cost information in
advance.
5.8. If a data subject asserts claims for compensation according to Art. 82 GDPR, the processor shall support the
client in defending the claims within the scope of its possibilities. The processor may demand reasonable
compensation for this, insofar as the claims for damages are not based on a breach of law or contract by the
processor. - Obligations of the client
6.1. The client must immediately and completely inform the processor if it identifies errors or irregularities with regard
to data protection regulations when carrying out the order.
6.2. In the event of termination, the client undertakes to delete personal data which it has stored during its service,
before the termination of the Contract.
6.3. At the request of the processor, the client appoints a contact person for data protection matters. - Requests from the data subjects
The processor shall immediately inform the controller of any request received from the data subject. He shall not
respond to the request himself, unless he has been authorized to do so by the controller. Taking into account the
nature of the processing, the processor shall assist the controller in fulfilling the controller’s obligation to respond to
requests from data subjects to exercise their rights. In fulfilling its duties, the processor shall follow the instructions of
the controller.The processor shall not be liable if the request of the data subject is not answered by the client, not
answered correctly or not answered in due time. - Measures for the security of processing according to Art. 32 GDPR
8.1. The processor will take appropriate technical and organisational measures in its area of responsibility to ensure
that the processing is carried out in accordance with the requirements of the GDPR and ensure the protection of the
rights and freedoms of the data subjects. In accordance withArt. 32 GDPR, the processor shall take appropriate
technical and organisational measures to ensure the confidentiality, integrity, availability and resilience of the
processing systems and services in the long term.
8.2. The current technical and organisational measures of the processor can be viewed at the following link:
https://www.strato.de/agb/tom/. The Processor clarifies that the technical and organisational measures listed under the
link are merely descriptions of a technical nature which are not to be regarded as part of this Agreement.
8.3. The processor will operate a procedure for the regular review of the effectiveness of the technical and
organisational measures to ensure the security of processing in accordance withArt. 32 (1) lit. d) GDPR.
8.4. Over time, the processor will adapt the measures taken to developments in the state of the art and the risk
situation. A change in the technical and organisational measures taken is reserved to the processor, provided that the
level of protection under Art. 32 GDPR is not fallen short of. - Proof and verification
9.1 The processor shall provide the client with all the information necessary to prove compliance with the obligations
laid down inArt. 28 GDPR and shall allow and contribute to audits, including inspections, carried out by the client or
another auditor appointed by the client. The processor is entitled to demand a declaration of confidentiality from the
client and its appointed auditor, which shall not, however, prevent the client from providing evidence to the
supervisory authority responsible for him. The Processor may reject direct competitors of the Client or persons who
work for direct competitors of the Client as auditors.
9.2 As proof of compliance with the obligations set out inArticle 28 GDPR, the existing certification in accordance
with ISO 27001 is generally sufficient for the Client. The processor shall make the current certificate available on its
website.
9.3 Insofar as the client asserts legitimate doubts on the basis of factual indications that these certifications are
sufficient or appropriate, or if special incidents within the meaning ofArt. 33 (1) GDPR in connection with the
execution of the data processing on behalf of the client justify this for the client, it may perform inspections. These can
be carried out during normal business hours without excessive disruption to the operation usually after registration
(unless a control without notification appears necessary because otherwise the purpose of the control would be
jeopardised). The client’s inspection right has the objective of verifying compliance with the obligations incumbent on
a processor in accordance with the GDPR and this Contract.The processor shall actively participate in the
implementation of the control.
9.4 The processor may require reasonable compensation for information and assistance, insofar as the inspection was
not required because of a breach of law or contract by the processor. The processor shall provide the client with cost
information in advance. - Subprocessors (other processors)
10.1. The client grants the processor the general permission to use other processors within the meaning ofArt. 28
GDPR for the fulfillment of the contract.
10.2. The processors currently used are listed inAppendix 2. The Client agrees to their use.
10.3. The processor shall inform the client if it intends to withdraw or replace other processors. The client may object
to such changes.
10.4. The objection to the proposed change can only be raised against the processor for a factual reason within 14
days after receipt of the information about the change. In the event of an objection, the processor may choose to
provide the service without the intended change or, if the performance of the service without the intended change is
not reasonable to the processor, stop providing the service affected by the change to the client within a reasonable
time (at least 14 days) after receipt of the objection. The controller`s obligation to pay shall cease at the time the
processor ceases to perform the service.
10.5. If the processor places orders with other processors, it is the processor’s responsibility to impose its data
protection obligations under this Contract to the other processor. The processor shall ensure, in particular through
regular checks, that the other processors comply with the technical and organisational measures. - Liability and compensation
11.1. In the case of assertion of a claim for compensation by a data subject person pursuant to Art. 82 GDPR, the
parties undertake to support each other and to contribute to the clarification of the underlying facts.
11.2. The liability regulation agreed between the parties in the main contract for the provision of services shall also
apply to claims arising from this Data ProcessingAgreement and in the internal relationship between the parties for
claims of third parties under Art. 82 GDPR, unless expressly agreed otherwise. - Contract period, miscellaneous
12.1. The agreement begins with the conclusion by the client. It ends with the end of the last Contract under the
respective client number. If any data processing on behalf of the client still takes place after termination of this
contract, the regulations of these agreements are valid until the actual end of the processing.
12.2. The processor may amend the Agreement at its reasonable discretion with reasonable notice. In particular, the
processor expressly reserves the right to unilaterally amend this agreement if major legal changes in relation to this
agreement occur. The processor shall separately inform the client of the significance of the planned amendment and
shall furthermore grant the client a reasonable period of time to declare an objection. The processor shall inform the
client in the notice of amendment that the amendment will become effective if the client does not object within the set
period. In the event of an objection by the client, the processor shall have an extraordinary right of termination.
12.3. The client acknowledges this agreement as part of the general terms and conditions: https://www.strato.de/agb/
concerning the product(s) booked by him. In the event of any contradictions, the provisions of this Agreement for
data processing shall prevail to the provisions of the main contract. Should individual parts of this Agreement be
ineffective, this does not affect the validity of the remaining agreements.
12.4. The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is the
registered office of the processor. This applies subject to any exclusively legal place of jurisdiction. This Contract is
subject to the statutory provisions of the Federal Republic of Germany.
12.5. If the data of the client is endangered by seizure or confiscation, by a bankruptcy or settlement procedure, or
by other events or measures of third parties, the processor shall inform the client immediately. The processor will
inform all persons responsible in this connection without delay that the sovereignty and the ownership of the data lie
exclusively with the client as the “Controller” within the meaning of the GDPR.
