Data Processing Agreement

Draft

Draft — not yet reviewed by counsel.

This Data Processing Agreement ("DPA") governs the personal data the hosted offering of Invoicerr processes on behalf of its Customers. It consists of the standard contractual clauses between controllers and processors adopted by the European Commission under Article 28(7) of Regulation (EU) 2016/679 (the GDPR), reproduced word for word below, followed by their four Annexes, completed for the hosted Service.

Source of the Clauses. Commission Implementing Decision (EU) 2021/915 of 4 June 2021 on standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council and Article 29(7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council, Annex (OJ L 199, 7.6.2021, p. 18). CELEX number: 32021D0915. Official text: EUR-Lex (https://eur-lex.europa.eu/eli/dec_impl/2021/915/oj).

How the Clauses are completed. As Clause 2(a) allows, nothing in the Clauses is changed except the choices they leave open: the Clauses apply under Regulation (EU) 2016/679 (Option 1 wherever the text offers one; Regulation (EU) 2018/1725 only governs EU institutions and bodies); the optional docking clause (Clause 5) is not used; sub-processors are engaged under a general written authorisation (Clause 7.7(a), Option 2) with 30 days' notice of any change; and Annexes I to IV are filled in.

Scope. This DPA covers only the hosted offering. It does not apply to the self-hosted software: a self-hosted deployment never sends us any data, so there is no processing for it to govern. This DPA forms part of the Agreement defined in the Terms of Service, Section 2.

Standard contractual clauses

SECTION I

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.

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) is not used.

SECTION II: OBLIGATIONS OF THE PARTIES

Clause 6: 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 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 / Regulation (EU) 2018/1725 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.

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 and/or Regulation (EU) 2018/1725. 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.

7.7. Use of sub-processors

(a) OPTION 2: GENERAL WRITTEN AUTHORISATION: 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 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.

(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 and/or Regulation (EU) 2018/1725.

(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 or Regulation (EU) 2018/1725.

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

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 or under Articles 34 and 35 of Regulation (EU) 2018/1725, where applicable, 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.

SECTION III: FINAL PROVISIONS

Clause 10: Non-compliance with the Clauses and termination

(a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, 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 and/or Regulation (EU) 2018/1725;

(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 and/or Regulation (EU) 2018/1725.

(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(s)

• Name: The Customer: the business that holds a Company on the hosted Service (Terms of Service, Section 2), under the name entered in that Company's settings.
• Address: The address entered in that Company's settings.
• Contact person’s name, position and contact details: The Company's Owner (Terms of Service, Section 2), at the email address of the Owner's user account; and, where the Customer has appointed one, its data protection officer, as notified by the Customer to contact@invoicerr.app.
• Signature and accession date: Accepted electronically by the Customer when it accepts the Terms of Service, which incorporate this DPA (Terms of Service, Section 2). The accession date is the date recorded for that acceptance.

Processor(s)

• Name: Roméo Chevrier, sole trader (entrepreneur individuel), SIREN 982 187 676 (SIRET 982 187 676 00019), operator of the hosted Invoicerr Service.
• Address: 4 rue du Puits, 26120 Montélier, France.
• Contact person’s name, position and contact details: Roméo Chevrier, operator of the Service, contact@invoicerr.app. No data protection officer has been appointed (Privacy Policy, Section 1).
• Signature and accession date: Accepted by the Processor by making the Service available under the Terms of Service, on the same date as the Customer.

ANNEX II: Description of the processing

Categories of data subjects whose personal data is processed

The Customer's own customers, suppliers and contacts named on the documents and records the Customer creates in, or receives through, the Service.

Categories of personal data processed

Names, postal and email addresses, phone numbers, and any other personal data the Customer chooses to enter into a document's fields (for example, a contact person's name on an invoice).

Sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

None. The Service neither requires nor expects sensitive data, and the Customer should not enter any into it.

Nature of the processing

Hosting, storing and rendering (as PDF and, for an invoice, as EN 16931 XML) the documents and records the Customer creates in the Service; reading the documents the Customer uploads (optical character recognition, run on infrastructure the Processor operates); transmitting a document, when the Customer chooses to send it, through the email or e-invoicing channel or the government platform the Customer selects; archiving each sent document; exporting the Customer's data; deleting it.

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

Providing the hosted Service to the Customer: creating, issuing, transmitting and archiving the Customer's business documents, exactly as configured by the Customer. The Customer's documented instructions (Clause 7.1) are this DPA, the Terms of Service, and the Customer's own configuration and use of the Service (which Company, which channels, which documents it sends).

Duration of the processing

For as long as the Customer's Company exists on the Service, then until its deletion under the Terms of Service, Section 13: no earlier than thirty (30) days after the end-of-subscription archive is sent for a Company that never had a paid subscription, and no earlier than one hundred eighty (180) days after it for a Company that did.

Return of the personal data at the end of the provision of services (Clause 10(d)): that archive, emailed to the Company's Owner (Terms of Service, Section 13.2), and the self-service export available at any time before (Terms of Service, Section 8.2).

Statutory retention (Clause 10(d): "unless Union or Member State law requires storage of the personal data"): an archived document whose statutory retention period is still running is kept until that period, recorded against the document together with the text that imposes it, has expired, and is then erased. The Privacy Policy, Section 6, lists the countries, periods and texts concerned.

For processing by (sub-) processors, also specify subject matter, nature and duration of the processing

See Annex IV.

ANNEX III: Technical and organisational measures including technical and organisational measures to ensure the security of the data

Measures of pseudonymisation and encryption of personal data

Credentials and tokens the Service stores to connect a Company to a third-party channel or platform are encrypted at rest with AES-256-GCM. Backups of the documents and files the Service stores are encrypted with AES-256-GCM inside the Processor's own infrastructure before they are written to backup storage, under a key that only the Processor holds and that the storage provider never receives; a missing key fails the backup run rather than writing anything unencrypted. This does not, by itself, establish the exemption from notification in Article 34(3)(a) of Regulation (EU) 2016/679; whether it applies is assessed case by case.

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

Within the Processor's organisation, access to Customer data and to production infrastructure is limited to what is needed to operate and support the Service, and the persons authorised to access it are bound by an obligation of confidentiality.

Measures for user identification and authorisation

Each person using the Service holds their own user account (Terms of Service, Section 4.3). Within a Company, access depends on the user's role (owner, admin or member). An API key, including one used by an AI assistant connected through the Service's Model Context Protocol endpoint, acts only within the scopes the Customer grants it.

Measures for the protection of data during transmission

All traffic to and from the Service is encrypted with TLS, terminated at the ingress with a certificate issued and renewed automatically.

Measures for the protection of data during storage

The production environment, including its managed PostgreSQL database and the object storage that holds archived documents, is hosted by Scaleway SAS in its Paris (France) region; the database is reached over Scaleway's private network, not the public internet. The acceptance environment, used to validate a release and, during the beta programme, by that programme's participants, runs on infrastructure the Processor operates himself, in France. Neither environment is hosted, mirrored or backed up outside the European Union.

Measures for ensuring events logging

Application logs are kept for ninety (90) days, then deleted automatically.

Measures for ensuring data minimisation

Optical character recognition runs on infrastructure the Processor operates; no document is sent to a third-party OCR provider.

Measures for ensuring limited data retention

Personal data is deleted on the schedule set out in Annex II, Duration of the processing.

Measures for allowing data portability and ensuring erasure

At any time, self-service, the Customer can export a full copy of its data (the stored fields and a PDF of each renderable document), its accounting ledger as CSV, each invoice as EN 16931 XML (UBL or CII), and all of it through the REST API (Terms of Service, Sections 8.2 and 10). The Customer can delete its Company at any time.

Description of the specific technical and organisational measures to be taken by the processor to be able to provide assistance to the controller

Data subject requests (Clause 8): the Service lets the Customer correct, export or delete a client's record itself. A request the Processor receives directly is forwarded to the Customer, as Clause 8(a) provides. Any other assistance under Clause 8 is requested by writing to contact@invoicerr.app.

Personal data breach (Clause 9.2(b)): the contact point is contact@invoicerr.app. No element beyond those listed in Clause 9.2 is added.

ANNEX IV: List of sub-processors

The agreed list of sub-processors under Clause 7.7(a), Option 2 (general written authorisation). The Customer is informed of any intended addition or replacement by email, at least 30 days in advance.

1.

• Name: Scaleway SAS
• Address: 8 rue de la Ville-l'Évêque, 75008 Paris, France
• Contact person’s name, position and contact details: privacy@scaleway.com
• Description of the processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): Hosting of the production environment of the Service: the Kubernetes cluster it runs on, the managed PostgreSQL database that stores the documents the Customer creates (and the personal data they contain), and the object storage that holds archived documents. Paris (France) region; the database is reached over Scaleway's private network, not the public internet.

2.

• Name: Resend (Plus Five Five, Inc.)
• Address: 2261 Market Street #5039, San Francisco, CA 94114, USA
• Contact person’s name, position and contact details: privacy@resend.com
• Description of the processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): Delivery of the transactional email that may carry a document, or a link to one, on the Customer's instruction.

3.

• Name: Cloudflare, Inc.
• Address: 101 Townsend Street, San Francisco, CA 94107, USA
• Contact person’s name, position and contact details: Data Protection Officer, legal@cloudflare.com
• Description of the processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): Inbound email routing for correspondence sent to contact@invoicerr.app. Support correspondence only; never the personal data contained in the documents created through the Service.

4.

• Name: Google LLC (Gmail)
• Address: 1600 Amphitheatre Parkway, Mountain View, California 94043, USA
• Contact person’s name, position and contact details: As published by Google LLC in its own data protection terms.
• Description of the processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): The mailbox where support correspondence sent to contact@invoicerr.app is received. Support correspondence only; never the personal data contained in the documents created through the Service.

5.

• Name: The national e-invoicing and government platforms the Customer chooses to connect: the French PDP, Poland's KSeF, Italy's SdI (and, for its certified-email channel, the PEC mailbox provider the Customer subscribes to), Portugal's AT, and France's Chorus Pro for B2G invoicing.
• Address: That of each platform's operator.
• Contact person’s name, position and contact details: That published by each platform's operator.
• Description of the processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): Transmission of the documents the Customer sends through that platform, on the Customer's explicit instruction and under the credentials and mandates the Customer provides.

Notes to Annex IV

Not sub-processors under this DPA. Polar Software, Inc. sells the subscription to the Customer as merchant of record and processes the purchase data it collects as an independent controller (Privacy Policy, Sections 3 and 4), never the personal data contained in the Customer's documents. GitHub, Inc. hosts the public documentation website and the source code repository, which never receive Customer data (Privacy Policy, Section 10). The acceptance environment is operated by the Processor himself, on his own infrastructure, in France: no third party hosts it.

AI assistant chosen by the Customer. The Service exposes a Model Context Protocol endpoint (POST /api/mcp) to which the Customer may connect an AI assistant of its own choosing, through an API key it creates. The provider behind that assistant is chosen by the Customer, has no contract with the Processor, and is not a sub-processor under this DPA; the Customer is responsible for the personal data its assistant sends to that provider, including any transfer outside the EEA. One of the endpoint's tools, get_document_pdf_link, creates a public, unauthenticated link to a document's PDF, valid for 30 days and revocable from the Service.

International transfers (Clause 7.8). Resend, Cloudflare and Google LLC may process data outside the European Economic Area, including in the United States. Such a transfer relies on that provider's own safeguards under Chapter V of Regulation (EU) 2016/679 (Privacy Policy, Section 5). Scaleway SAS processes the data in France.

Additional provisions

These provisions are added under Clause 2(b). Under Clause 4, the Clauses prevail over them, and over the Terms of Service, wherever they contradict each other.

Term. This DPA applies for as long as the Terms of Service do and ends with them; Clause 10(d) continues to apply until the personal data is deleted or returned.

Liability and governing law. The limitation of liability and the governing law and jurisdiction of the Terms of Service, Sections 17 and 20.3, apply to this DPA, to the extent they do not contradict the Clauses.

Translations. The Clauses exist in an official version in every official language of the European Union. Each translation of this DPA reproduces the official text of the Clauses in its language, from the same Implementing Decision.

Governing Language

This document is drafted and executed in English. Where we provide a translation into another language for your convenience and understanding, that translation is not a substitute for the English text: in the event of any inconsistency, ambiguity, or conflict between the English version and a translated version, the English version prevails and is the version that governs the rights and obligations of the parties. Translations are provided in good faith to help each audience understand this document; they create no separate or additional rights.

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Changelog

• 2026-09-16 — Initial draft.
• 2026-09-17 — Restructured against the dpa-drafting skill's Article 28(3) checklist; no fact changed. Updated every Terms of Service cross-reference to match that document's 2026-09-17 renumbering (9.1→13.1, 8.1→12.1, 12.1→18.1, Section 6→10, 7.2→11.2, 9.4→8.2, 10.3/12.2→15/18.2). Section 5 renamed "Customer Obligations and Rights" and now states the controller's own Article 28(3) rights explicitly (instruct, object to a sub-processor, request assistance, audit) rather than leaving them only implicit in Sections 1/7/8/11. Section 7 now states the Article 28(4) flow-down explicitly: each sub-processor is bound to materially equivalent obligations, and we remain fully liable for their performance — the checklist's provision 7, previously only implied by the 30-day notice/objection mechanism.
• 2026-09-17 — Owner decisions applied. Section 7: added Cloudflare, Inc. (inbound routing for contact@invoicerr.app) and Google LLC (Gmail) (the mailbox that receives it), both scoped to support correspondence only — neither ever processes the Customer Personal Data contained in the documents you create through the Service. Removed Mistral AI: OCR no longer calls any third-party API — it now runs entirely on infrastructure we operate (matching the Privacy Policy's own Section 4 change), so there is no third-party OCR sub-processor left to authorize here. Section 7's hosting bullet now states explicitly that the Service and Customer Data are hosted in the European Union.
• 2026-09-17 — Owner decision applied: hosting provider resolved. Section 7's hosting bullet now names Scaleway SAS (Kubernetes infrastructure and object storage for archived documents, Paris/France region) and Neon, LLC (a Databricks, Inc. affiliate; the managed PostgreSQL database in which Customer Personal Data is stored, EU region — AWS Europe, Frankfurt) in place of the [HOSTING PROVIDER, COUNTRY] placeholder.
• 2026-09-17 — GitHub added as hosting provider for the documentation website. Section 7 gained an explicit note that GitHub, Inc. is not a sub-processor under this DPA: it hosts only our public documentation site and source repository (GitHub Pages/Actions/Container Registry), never Customer Personal Data — the same treatment already given to Polar in this section, for the same reason (no Customer Personal Data flows to it).
• 2026-09-19 — Owner decision, on counsel's advice: this document is now translated into French, German, Italian, Polish, and Portuguese in full, alongside the Privacy Policy — GDPR Article 12 and WP260 require that information about personal data be understandable by the audience it targets. New Section 15 ("Governing Language") states that the English text is the one that governs whenever a translation reads differently. No fact changed by the translation itself.
• 2026-09-19 — Owner decision: implemented Regulation (EU) 2023/2854 (the EU Data Act), Chapter VI, alongside the matching Terms of Service and Privacy Policy updates. Changed: Section 10's Deletion bullet now gives a Company that never had a paid subscription a minimum thirty (30)-day window after the archive is sent, instead of immediate deletion (billing/lifecycle.ts's new MIN_RETRIEVAL_DAYS constant, shipped alongside this update) — Article 25(2)(g)'s own minimum. Section 10's Return bullet now also points to the self-service full-data export (POST /api/companies/export) rather than an email request. Updated every Terms of Service cross-reference to match that document's 2026-09-19 renumbering (Section 13.1→15.1, 18.1→20.1, Section 10→12, Section 11→13, 11.2→13.2, Sections 15/18.2→17/20.2).
• 2026-09-19 — Owner decision: the managed PostgreSQL database moves from Neon (AWS Europe, Frankfurt) to Scaleway SAS's own managed database offering, in the same Paris (France) region already used for the Kubernetes infrastructure and object storage, reached over Scaleway's private network rather than the public internet. Section 7's separate Scaleway and Neon bullets are merged into one: Neon, LLC (a Databricks, Inc. affiliate) is no longer a sub-processor, which also removes that affiliate's US parent from the processing chain for Customer Personal Data. No other section changed: Section 13 (International Transfers) already only cross-refers to the Privacy Policy, Section 5, where the corresponding statement is updated.
• 2026-09-20 — Legal audit finding. Section 9 gained a fourth security measure: backups of the documents and files the Service stores are encrypted (AES-256-GCM) inside our own infrastructure before they reach backup storage, under a key the storage provider never receives, without claiming the GDPR Article 34(3)(a) notification exemption applies — that remains a case-by-case assessment. Section 7's e-invoicing platforms bullet now names the certified-email (PEC) mailbox provider behind Italy's SdI channel for companies using it. Section 7 gained a third non-sub-processor carve-out, for the AI assistant a Customer connects through the Service's Model Context Protocol endpoint: the provider behind it is chosen by the Customer, not by us, so it is not a sub-processor under this DPA, and the Customer is responsible for what it sends that provider — including any transfer outside the EEA — and for the instructions its assistant acts on; the paragraph also discloses that one of its tools mints a public, unauthenticated PDF link, valid 30 days and revocable. Section 7's closing paragraph no longer claims the thirty-day sub-processor notice mirrors the Terms of Service, Section 20.1 — that section's own 2026-09-20 rewrite gives changes immediate effect instead, so the cross-reference had become false; the thirty-day notice itself is unchanged and stands on its own.
• 2026-09-20 — Owner decision: introduced a separate acceptance environment, used to validate a release before it reaches the production environment and, during the beta programme, used by that programme's participants. Section 7's Scaleway bullet is now scoped explicitly to the production environment. Section 7 gained a new paragraph, alongside the existing Polar/GitHub/AI-assistant carve-outs, stating that the acceptance environment is not run by a sub-processor: we host it ourselves, on our own infrastructure, in France, so there is no third party to authorize for it. The same paragraph discloses that, during the beta programme, participants' Customer Personal Data — including on real invoices and other real documents — is processed and stored on that environment, not on Scaleway's production infrastructure, until the environment is retired, at which point the data moves to the production infrastructure.
• 2026-09-21 — Owner decision: how deleting a Company and statutory retention interact. Section 10 gains a third bullet, "Statutory retention": an archived document whose retention period is still running is not erased — neither on your instruction nor when your Company is deleted, which you may do at any time and which we never block — and the file stays on our storage with its expiry date and its citation recorded against it. The ground is the carve-out Article 28(3)(g) already contains ("unless Union or Member State law requires storage of the personal data") together with GDPR Article 17(3)(b). Section 3's "Duration" was already expressed as the subscription plus the retention window described in Section 10, and now correctly covers this window too. This is a new fact, not a restatement: it is the first place this DPA discloses that Customer Personal Data can remain on our storage for years after the end of the provision of services.
• 2026-10-13: Replaced the custom text with the European Commission's standard contractual clauses between controllers and processors (Commission Implementing Decision (EU) 2021/915, Annex; CELEX 32021D0915), reproduced word for word from the Official Journal, with Option 1 (Regulation (EU) 2016/679) selected, the docking clause not used, sub-processors under a general written authorisation with 30 days' notice, and Annexes I to IV completed from the facts this document and the Privacy Policy already stated. The former audit frequency limit (once per twelve months) is gone: Clause 7.6 now governs audits. The governing-law cross-reference now points to Terms of Service, Section 20.3.