Data Processing Agreement

For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR) between User (as defined in our End User Terms and Conditions, the "data controller") and Cardboard AS ("Cardboard", the "data processor"), each a "party", together "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.

1 Preamble

1. These 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.
2. 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).
3. In the context of the provision of Cardboard, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.
4. The Clauses shall take priority over any similar provisions contained in other agreements between the parties.
5. Three appendices are attached to the Clauses and form an integral part of the Clauses.
6. 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.
7. 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.
8. 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.
9. The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
10. 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.

2 The rights and obligations of the data controller

1. 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 EEA Member State data protection provisions, and the Clauses.
2. The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.
3. 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.

3 The data processor acts according to instructions

1. The data processor shall process personal data only on documented instructions from the data controller, unless required to do so by EU or EEA 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.
2. 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 EEA Member State data protection provisions.

4 Confidentiality

1. 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.
2. 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.

5 Security of processing

1. 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:

   1. Pseudonymisation and encryption of personal data;
   2. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
   3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
   4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
2. 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.

3. 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.

6 Use of sub-processors

1. The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor).
2. 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.
3. The data processor has the data controller’s general authorisation for the engagement of sub-processors. The data processor shall inform in writing 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. The list of sub-processors already authorised by the data controller can be found in Appendix B.

4. 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 EEA 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.

5. 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.
6. 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.
7. If the sub-processor does not fulfil their 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.

7 Transfer of data to third countries or international organisations

1. 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.
2. 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 EEA 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.

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

   1. transfer personal data to a data controller or a data processor in a third country or in an international organization
   2. transfer the processing of personal data to a sub-processor in a third country
   3. have the personal data processed in, by the data processor, in a third country
4. 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.
5. 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.

8 Assistance to the data controller

1. 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:

   1. the right to be informed when collecting personal data from the data subject
   2. the right to be informed when personal data have not been obtained from the data subject
   3. the right of access by the data subject
   4. the right to rectification
   5. the right to erasure ("the right to be forgotten")
   6. the right to restriction of processing
   7. notification obligation regarding rectification or erasure of personal data or restriction of processing
   8. the right to data portability
   9. the right to object
   10. the right not to be subject to a decision based solely on automated processing, including profiling

2. In addition to the data processor's obligation to assist the data controller pursuant to Clause 5.3., 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:

   1. 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, Norwegian Data Protection Authority, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
   2. 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;
   3. 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);
   4. the data controller's obligation to consult the competent supervisory authority, Norwegian Data Protection Authority, 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.
3. 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 8.1. and 8.2.

9 Notification of personal data breach

1. 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.
2. 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.

3. In accordance with Clause 8.2.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:

   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.
4. 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.

10 Erasure and return of data

1. 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 EU or EEA Member State law requires storage of the personal data.

11 Audit and inspection

1. 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.
2. 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.
3. 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.

12 The parties' agreement on other terms

1. The parties may agree 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.

13 Commencement and termination

1. These Clauses form an integral part of the End User Agreement between the data controller and the data processor. The Clauses become effective when the Customer accepts the End User Agreement, which occurs upon creating an account on the Platform.
2. 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.
3. 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.
4. 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 10.1. and Appendix C.4, the Clauses may be terminated by written notice by either party.
5. These Clauses are accepted by the data controller through their acceptance of the End User Agreement when creating an account on the Platform.

14 Data controller and data processor contact points

1. The data controller may contact the data processor at hello@cardboard.inc.
2. The data processor may contact the data controller using the contact details provided when registering to use the provided services.

Appendix A Information about the processing

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

   To facilitate the operation of a financial management platform that enables the data controller's employees to:

   • Manage and use virtual payment cards for subscription payments
   • Track and monitor subscription spending and usage across different service providers
   • Automate the collection and matching of payment receipts with transactions
   • Export financial data for accounting purposes

   The processing of personal data is necessary to:

   • Provide user authentication and enable user collaboration
   • Maintain audit trails and deliver essential system notifications
   • Comply with regulatory requirements including Know Your Customer (KYC) and Anti-Money Laundering (AML) regulations

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

   • Storage and processing of personal data for:
     • User account management
     • Regulatory compliance (KYC/AML)
   • Authentication of users accessing the platform
   • Display of user information within the platform for collaboration purposes
   • Processing of personal data to generate and send system notifications
   • Maintaining audit logs of user actions for security purposes
   • Sharing required KYC/AML information with the card issuer

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

   • Full name
   • Email address
   • Phone number
   • Profile picture
   • User activity logs related to platform usage

   Additional personal data for natural persons who also are subjects to KYC/AML compliance requirements:

   • Job title
   • Personal residential address
   • Date of birth
   • Social Security Number (only applicable in markets where it is required by the card issuing bank)

4. Processing includes the following categories of data subject:

   • General platform users: Natural persons who are authorized by the data controller to use the services provided by the data processor
   • KYC/AML subjects: Selected employees of the data controller who are designated for regulatory compliance verification with the card issuer

5. The data processor’s processing of personal data on behalf of the data controller may be performed when the Clauses commence. Processing has the following duration:

   The processing will continue for the duration of the service agreement between the data processor and the data controller. Personal data will be retained as long as the data controller maintains an active account (including free-tier accounts). Upon receiving a deletion request from the data controller, the data processor will delete or return all personal data as per the data controller's instructions, subject to any legal requirements for data retention related to financial transactions, KYC documentation, and AML regulations.

Appendix B Sub-processors

On the commencement of the Clauses, the data controller authorises the engagement of the following sub-processors:

Name of processor	Subject matter	Nature and purpose of processing	Location	External links for additional information
Adyen	Personal data submitted as part of the KYC/AML process	Compliance with KYC and AML regulations	EU	Security, Account Holder Terms
Google Cloud Platform	Personal data submitted through our service	Infrastructure and hosting	EU	Security, Privacy, DPA
Google Workspace	Personal data contained in communications and documents	Communications and office suite	Global	Security, Privacy, DPA
HubSpot	Personal data contained in communications	CRM and customer support	EU	Security, Privacy, DPA
Intercom	Personal data contained in communications	CRM and customer support	USA	Security, Privacy, DPA
Mindee	Personal data contained in collected emails and receipts	Receipt processing	EU	Privacy, DPA
PostHog	Personal data contained in system events	Product insights	EU	Security, Privacy, DPA
Twilio	Personal data contained in collected emails and system notifications	Receipt processing and system notifications	Global	Security, Privacy, DPA
Sentry	Personal data contained in system events	Operational monitoring	USA	Security, Privacy, DPA

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.

Appendix C Instruction pertaining to the use of personal data

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:

   • User authentication and access management
   • Storage and processing of customer employee data for platform access
   • Processing of KYC/AML data for regulatory compliance
   • Processing of data for notification purposes
   • Display of user information within the platform for collaboration purposes

2. Security of processing

   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:

   • Access control and authentication:
     • Role-based access control
     • Regular access rights review
     • Principle of least privilege for all access
   • Code and system security:
     • Code review of all system changes
     • Regular internal security reviews
     • Secure development practices
     • Encryption of data in transit and at rest
   • General security measures:
     • Firewall and network security controls
     • Logging of system access and changes
     • Regular security updates and patches
     • Employee security awareness training

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—assist the data controller in accordance with Clause 8.1 and 8.2 by implementing the following technical and organisational measures:

   • Providing necessary information for responding to data subject requests
   • Supporting incident response and breach notification
   • Facilitating data subject rights requests
   • Maintaining appropriate documentation of processing activities

4. Storage period/erasure procedures

   Personal data is stored until:

   • The data controller requests deletion of the data
   • The service agreement is terminated
   • The data controller exercises their right to data portability

   Upon termination of services, the data processor shall delete all personal data as instructed by the data controller.

5. Processing location

   Processing of the personal data under the Clauses takes place within:

   • The European Economic Area (EEA)
   • Other locations as specified in Appendix B (Sub-processors), where appropriate safeguards are in place through Standard Contractual Clauses (SCCs) or adequacy decisions as required by GDPR Chapter V

   The data processor maintains the right to process data in any EEA member state and through the sub-processors listed in Appendix B without additional authorization from the data controller, provided that appropriate GDPR safeguards are maintained.

6. Instruction on the transfer of personal data to third countries

   The data processor may transfer personal data to recipients in countries outside the EEA under the following conditions:

   1. Transfers to countries with adequacy decisions from the European Commission

   2. Transfers to sub-processors listed in Appendix B, where appropriate safeguards are established through:

      • Standard Contractual Clauses (SCCs) adopted by the European Commission
      • Binding Corporate Rules (BCRs)
      • Other appropriate safeguards pursuant to GDPR Article 46

      Any transfer of personal data to countries outside the EEA shall only take place when necessary for the provision of the services described in Appendix A and in accordance with the documented security measures in Appendix C.2.

7. Procedures for the data controller's audits

   The data processor shall provide evidence of GDPR compliance through:

   1. Annual self-assessment reports documenting:

      • Implementation of security measures described in C.2
      • Access control reviews
      • Incident response procedures
      • Data protection impact assessments where relevant

   2. Upon written request and subject to confidentiality obligations, the data processor shall provide the data controller with:

      • Written responses to reasonable security questionnaires
      • Documentation of internal security reviews
      • Evidence of implemented security controls
      • Information necessary to demonstrate GDPR compliance

   3. Any direct audits by the data controller shall:

      • Be announced at least 30 days in advance
      • Be conducted during regular business hours
      • Not unreasonably interfere with the data processor's operations
      • Be subject to the data processor's security and confidentiality requirements
      • Be at the data controller's expense

   The data processor may satisfy audit requests through provision of standardized documentation to multiple data controllers to avoid repetitive audits.

8. Procedures for sub-processor audits

   The data processor shall:

   1. Maintain copies of sub-processors' GDPR compliance documentation, including Data Processing Agreements.

   2. Monitor sub-processors' GDPR compliance through:

      • Regular review of their public security documentation
      • Tracking of any reported security incidents
      • Verification of continued compliance with GDPR requirements

   The data processor shall provide relevant documentation about sub-processors' compliance upon reasonable request from the data controller.

Last updated: 2025-01-29