Data processing agreement
Draft. Our legal adviser is still reviewing this text, so it is not final and binds no one yet. Parts in [square brackets] are still open. Questions go to [email protected].
This agreement is between the customer that uses Temperate ("customer") and [Temperate B.V.], registered with the Dutch Chamber of Commerce under number [KVK number], with its office at [address] ("Temperate"). It is part of the agreement for the use of Temperate and the terms of service at temperate.works/legal/terms.
1. Roles
1.1 The customer is the controller of the personal data that it and its users put into Temperate. Temperate is its processor.
1.2 When the customer itself processes personal data for its own clients, Temperate is its subprocessor, and the customer passes on what its clients require. The customer makes sure its own instructions allow the use of Temperate.
2. The processing
- Subject and purpose
- Providing Temperate: chat, agents, memory, files and connected systems, as the customer uses them.
- Nature
- Storing, organizing, searching, analysing and generating text and files with AI models; acting in connected systems on the instruction of users.
- Duration
- The term of the agreement, and the period for export and erasure after it.
- Kinds of personal data
- Account data of users and guests; the content of chats, files and memory; data from connected systems; guests' answers; [special categories or criminal data, only when the customer allows them].
- Groups of people
- The customer's users and guests; people mentioned in the customer's content, such as its clients, contacts and employees.
3. The customer's rights and obligations
3.1 The customer decides why and how personal data is processed, and has a legal basis for it.
3.2 The customer tells its users and the people concerned what they need to know about the processing.
4. Instructions
4.1 Temperate processes personal data only on documented instructions of the customer: this agreement, the terms, and the customer's use and settings of Temperate. This also applies to transfers outside the European Economic Area.
4.2 Temperate tells the customer when it believes an instruction breaks the law.
4.3 When the law requires Temperate to process personal data otherwise, it tells the customer in advance, unless the law forbids that.
5. Confidentiality
5.1 Everyone who works for Temperate and has access to personal data is bound to confidentiality.
6. Security
6.1 Temperate takes the technical and organizational measures of Annex 1, which fit the risk of the processing.
6.2 Temperate tests these measures regularly and may improve them, but never lowers the level of security.
7. Subprocessors
7.1 The customer gives general permission for the subprocessors listed at temperate.works/legal/subprocessors.
7.2 Temperate chooses a subprocessor only when it offers sufficient guarantees for security and the protection of personal data, [the criteria: for example location in the EU where possible, a processing agreement, security certifications].
7.3 Temperate tells the customer's [owners and admins by email] at least [30 days] before a new subprocessor starts or an existing one changes. The customer may object within that period on reasonable grounds about data protection. The parties then look for a solution; when they find none, the customer may end the agreement for the affected service without cost.
7.4 Temperate passes the same data protection obligations on to each subprocessor in writing, and answers to the customer for them.
7.5 Systems and servers that the customer itself connects to Temperate, such as its email, accounting software or its own MCP servers, are [not Temperate's subprocessors: the customer instructs Temperate to use them, and their provider's terms apply].
8. Help with rights and obligations
8.1 Temperate helps the customer, as far as it reasonably can, to answer requests of people who use their rights, such as access, correction and erasure. Temperate passes on a request it receives directly to the customer.
8.2 Temperate helps the customer with security, impact assessments and prior consultation of the supervisory authority.
9. Personal data breaches
9.1 Temperate tells the customer without undue delay, and at the latest within [24 or 48] hours, after it learns of a personal data breach that affects the customer's data.
9.2 Temperate gives the information the customer needs to report the breach and to inform the people concerned, and takes measures to limit the consequences.
10. Transfers outside the European Economic Area
10.1 Temperate processes personal data in the European Union. Where a subprocessor processes data outside the European Economic Area, or can reach it from there, the subprocessors page names the country and the safeguard: an adequacy decision of the European Commission, such as the EU-US Data Privacy Framework, or the standard contractual clauses with the extra measures a transfer assessment shows to be needed.
11. Audits
11.1 Temperate gives the customer the information needed to show that it meets this agreement.
11.2 The customer may have Temperate audited, by itself or by an independent auditor bound to confidentiality, at [30 days'] notice and at most [once a year], unless a breach or a supervisory authority gives reason for more. The parties agree on the scope in advance. Temperate charges no costs that would discourage the customer from an audit.
12. End of the processing
12.1 At the end of the agreement, the customer chooses whether Temperate returns or erases the personal data. Temperate then erases all copies within [period], unless the law requires it to keep them. Backups expire within [period].
13. Liability
13.1 The limits of liability in the terms of service apply to this agreement[, unless the adviser decides otherwise for personal data breaches].
14. Term and changes
14.1 This agreement runs as long as Temperate processes personal data for the customer.
14.2 Changes follow the procedure for changes in the terms of service.
Annex 1: security measures
- Hosting: Amazon Web Services in the region eu-central-1 (Frankfurt).
- Encryption: In transit (TLS) and at rest; secrets in the database are encrypted.
- Access: Only people who need it, with two-factor authentication, and logged.
- Separation: Each organization's data is separate; guests see only what is shared with them.
- Code that the model writes: Runs in an isolated sandbox on AWS Lambda, tested against attacks.
- Uploads: Scanned for viruses before anyone opens them.
- Backups: [Frequency and retention].
- Testing: [Regular tests of these measures and how].
- Incidents: [The procedure and who is responsible].