Data Processing Agreement

This Data Processing Agreement (“DPA”) forms part of the Lab08 Terms of Service between Lab08 ApS (“Lab08” or “Data Processor”) and the customer (“Licensee” or “Data Controller”) for Lab08 Lens (the “Agreement”).

1. Table of Contents

• 2. Preamble
• 3. The rights and obligations of the data controller
• 4. The data processor acts according to instructions
• 5. Confidentiality
• 6. Security of processing
• 7. Use of sub-processors
• 8. Transfer of data to third countries or international organisations
• 9. Assistance to the data controller
• 10. Notification of personal data breach
• 11. Erasure and return of data
• 12. Audit and inspection
• 13. The parties’ agreement on other terms
• 14. Commencement and termination
• Appendix A Information about the processing
• Appendix B Authorised sub-processors
• Appendix C Instruction pertaining to the use of personal data

2. Preamble

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

2.2.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).

2.3.In the context of the provision of Lab08 Lens, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.

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

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

2.6.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.

2.7.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.

2.8.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.

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

2.10.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.

3. The rights and obligations of the data controller

3.1.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 Member State¹ data protection provisions and the Clauses.

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

3.3.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.

4. The data processor acts according to instructions

4.1.The data processor shall process personal data only on documented instructions from the data controller, unless required to do so by Union or Member State law to which the processor is subject. Such instructions are set out in Appendices A and C.

4.2.Any changes to these instructions shall be agreed in writing between the parties before implementation and shall be documented in connection with the Clauses. The data processor is not obliged to follow ad-hoc or operational instructions outside the agreed scope, except where required by applicable law.

4.3.The data processor shall promptly inform the data controller if, in its opinion, an instruction contravenes the GDPR or applicable EU or Member State data protection provisions.

5. Confidentiality

5.1.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.

5.2.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.

6. Security of processing

6.1.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:

a.Pseudonymisation and encryption of personal data;

b.the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;

c.the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;

d.a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

6.2.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.

6.3.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.

7. Use of sub-processors

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

7.2.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.

7.3.The data processor has the data controller’s general authorisation for the engagement of sub-processors. The data processor shall maintain and keep available to the data controller an up-to-date list of authorised sub-processors. The data processor shall notify the data controller by email at least thirty (30) days before it adds or replaces a sub-processor, thereby giving the data controller the opportunity to object to such changes. If the data controller objects on reasonable grounds and the parties cannot resolve the objection, the data controller may terminate the Agreement with effect from the date of the change. The list of sub-processors already authorised by the data controller can be found in Appendix B.

7.4.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 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.

7.5.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.

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

8. Transfer of data to third countries or international organisations

8.1.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.

8.2.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 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.

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

a.transfer personal data to a data controller or a data processor in a third country or in an international organization

b.transfer the processing of personal data to a sub-processor in a third country

c.have the personal data processed by the data processor in a third country

8.4.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.5.

8.5.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.

9. Assistance to the data controller

9.1.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:

a.the right to be informed when collecting personal data from the data subject

b.the right to be informed when personal data have not been obtained from the data subject

c.the right of access by the data subject

d.the right to rectification

e.the right to erasure (‘the right to be forgotten’)

f.the right to restriction of processing

g.notification obligation regarding rectification or erasure of personal data or restriction of processing

h.the right to data portability

i.the right to object

j.the right not to be subject to a decision based solely on automated processing, including profiling

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

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

b.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;

c.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);

d.the data controller’s obligation to consult the competent supervisory authority, The Danish Data Protection Agency (Datatilsynet), prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the data controller to mitigate the risk.

9.3.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 9.1. and 9.2.

10. Notification of personal data breach

10.1.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.

10.2.The data processor’s notification to the data controller shall, if possible, take place within 24 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.

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

a.The nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;

b.the likely consequences of the personal data breach;

c.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.

10.4.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.

11. Erasure and return of data

11.1.On termination of the provision of personal data processing services, the data processor shall delete or permanently anonymise all personal data processed on behalf of the data controller, unless Union or Member State law requires storage of the personal data. Upon request from the data controller, the data processor shall confirm in writing that the deletion or anonymisation has been completed.

12. Audit and inspection

12.1.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.

12.2.Procedures applicable to the data controller’s audits, including inspections, of the data processor and sub-processors are specified in Appendix C.6. and C.7.

12.3.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.

13. The parties’ agreement on other terms

13.1.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.

13.2.Each party’s liability under the Clauses is subject to the limitations of liability in the Agreement, to the extent the GDPR permits.

14. Commencement and termination

14.1.The Clauses shall become effective when the Agreement enters into force.

14.2.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.

14.3.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.

14.4.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 11.1. and Appendix C.3., the Clauses may be terminated by written notice by either party.

Appendix A Information about the processing

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

The purpose of the personal data processing is to screen companies and carry out due diligence on them, covering areas such as technology, commercial, people, legal and financial matters, so that the data controller can assess potential investments and transactions. This includes processing personal data from publicly available sources and third-party data providers, from documents uploaded by users, and from systems the data controller connects to the platform. The application analyses this data to produce screening and due diligence reports for the data controller’s users. Basic personal data of those users is also processed to manage user accounts and provide access to the platform. All data processing is conducted in accordance with applicable data protection laws and solely for the purpose of providing Lab08 Lens to the data controller.

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

The data processor’s processing of personal data on behalf of the data controller shall mainly pertain to the collection, storage and analysis of personal data related to the companies under review and to the data controller’s users. This includes storing personal and professional data in a secure database and analysing it with large language models (LLMs) to produce screening and due diligence reports. The processing supports the data controller’s review of those companies.

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

The processing includes the following types of personal data: contact information (such as name, email address and LinkedIn profile), educational background, professional and work history, and roles, directorships and shareholdings, including beneficial ownership and other company registry data, concerning founders, executives, employees, shareholders, investors and other individuals connected to the companies under review. This data is mainly sourced from publicly available sources and public registers. Where the data controller connects email, calendar, document or messaging systems, the processing also covers the content of those emails, calendar entries, documents and messages, including the data controller’s own contacts. For the data controller’s users, the processing also covers account details, phone numbers where WhatsApp notifications are turned on, and usage and error data. Users of the application may also upload files that could contain personal data or legal entity data, the content of which is not controlled or predefined by the data processor. However, the data processor does not intentionally collect or process special categories of personal data, such as medical information, within the scope of this application.

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

Founders, executives, employees, shareholders, board members, advisors and other individuals connected to the companies under review; the data controller’s users; and individuals whose data appears in uploaded documents, connected systems or public sources used for the analysis.

A.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 data processor’s processing of personal data on behalf of the data controller may be performed from the commencement of the Clauses and will continue for as long as necessary to fulfill the purposes of the processing as defined by the data controller. Personal data will be retained only for as long as needed to provide the services, to meet legal obligations, or as otherwise instructed by the data controller. Application logs and error reports may contain personal and/or business data. Error reports are kept for up to ninety (90) days; application logs have no fixed retention period and are kept while needed to operate and secure the service. Personal or business data will also be deleted upon request from the data controller, which may include requests to delete all data related to a specific company under review, or all data in the data controller’s workspace. Upon termination of the services, when the data is no longer required or upon the data controller’s request, the data processor will delete or anonymise the personal data in accordance with the data controller’s instructions.

Appendix B Authorised sub-processors

B.1. Approved sub-processors

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

Appendix C Instruction pertaining to the use of personal data

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

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

1.AWS - hosting the platform and storing the product data and runtime logs in the EU, and performing LLM analysis over product data through Amazon Bedrock.

2.Lab08 Ltd. - developing, operating and supporting the platform on behalf of Lab08 ApS.

3.Anthropic - claude models used directly, outside AWS: for the AI agent in some workspaces, for the technical due diligence of source code, and for sorting connected email.

4.Apify - collecting the public LinkedIn and Trustpilot information used in screenings. Apify keeps the data it collects under its own retention rules.

5.GitHub - running the technical due diligence of a company’s source code, where the data controller orders it. Copies of the code are kept for up to 14 days and the results for up to 90 days.

6.Snyk - checking the open-source dependencies in that source code for known vulnerabilities.

7.Sentry - error monitoring and performance data, including the user’s ID and email address, and recordings of one session in ten and of every session with an error, with text masked and images blocked.

8.PostHog - product analytics in the platform: which pages and features are used, linked to the user’s ID and email address.

9.Flows - onboarding tours in the platform. It receives the user’s ID and their progress through the tours.

10.Resend - delivering service emails such as invitations and sign-in links. It receives the recipient’s name and email address.

11.Meta - WhatsApp notifications, questions and answers, where the data controller turns them on.

12.Microsoft - previews of Word, Excel and PowerPoint files uploaded to the platform.

13.Slack - Lab08’s internal notifications of new sign-ups and new screenings.

C.2. Security of processing

The level of security shall take into account:

Assuming that the processing involves personal data which are NOT subject to Article 9 GDPR on ‘special categories of personal data’, then a ‘standard’ level of security should be established.

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:

1.Encrypt the data in transit and at rest.

2.Offer an automatic backup and restore functionality (for data stored with AWS).

3.Store the access tokens for connected Google, Slack and WhatsApp accounts encrypted.

4.Control access within the platform by role, and serve files through links that expire after one hour.

5.Limit access to production systems to named people who need it.

6.Log each time Lab08 staff act as a user inside the data controller’s workspace.

C.3. Storage period/erasure procedures

Personal data is stored for as long as the data controller is a customer of the data processor. Processing during the term of the Agreement includes screening companies and delivering due diligence reports. Upon request from the data controller, personal data is erased without undue delay. Data subjects make erasure requests to the data controller, which then instructs the data processor. A request may cover all personal data related to a specific company under review, or all personal data in the data controller’s workspace. Copies held in backups are deleted as those backups expire. Data erasure is carried out in accordance with applicable data protection laws and internal retention policies.

C.4. Processing location

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

AWS data centres in the European Union: the Frankfurt region (eu-central-1), where the platform is hosted, and other AWS EU regions used for backup copies and for LLM processing through Amazon Bedrock; Copenhagen, Denmark (Lab08 ApS); Sofia, Bulgaria (Lab08 Ltd., ul. Odrin 83, fl. 4); and the locations of the other sub-processors listed in Appendix B.

C.5. Instruction on the transfer of personal data to third countries

By accepting the Agreement, the data controller instructs the data processor to transfer personal data to the sub-processors in Appendix B that are located in a third country, for the processing described there. Each such transfer is based on an adequacy decision of the European Commission, including the EU-US Data Privacy Framework where the recipient is certified under it, or on the European Commission’s standard contractual clauses.

C.6. Procedures for the internal data processor’s audits, including inspections, of the processing of personal data.

The data processor, Lab08 ApS, operates the Lab08 Lens platform, with Lab08 Ltd. as its sub-processor. While Lab08 Ltd. maintains an ISO/IEC 27001-certified information security management system at the organizational level, the Lab08 Lens platform itself is currently subject to internal audits conducted by Lab08 to assess compliance with applicable data protection laws, including the GDPR, and the requirements under this Agreement.

Until platform-specific third-party audit reports become available, Lab08 conducts internal audits of the Lab08 Lens platform on at least an annual basis to verify the platform’s adherence to Lab08’s ISMS controls, including access, data protection and risk management practices.

C.7. Procedures for the data controller’s audits, including inspections

The data processor shall first provide the documentation, and answer the written questionnaires, that the data controller reasonably needs to verify compliance with the Clauses. If these are not sufficient, the data controller or an auditor it mandates may carry out an inspection at most once a year, on at least thirty (30) days’ notice and at the data controller’s own cost. This does not limit the supervisory authorities’ access under Clause 12.3.

1. References to ”Member States” made throughout the Clauses shall be understood as references to “EEA Member States”. ↩