Data processing agreement

This data processing agreement ("DPA") governs the processing of personal data by [COMPANY_LEGAL_NAME], [COMPANY_LEGAL_FORM], [COMPANY_ADDRESS], [COMPANY_COUNTRY] ("we", "us", processor) on behalf of the customer (controller) pursuant to Art. 28 GDPR. It forms part of the contract under our terms of service and is concluded when the customer accepts the terms. Terms not defined here have the meaning given in the GDPR and in the terms of service. Annex 1 (details of processing), Annex 2 (technical and organisational measures) and Annex 3 (subprocessors) form part of this DPA.

1. Subject matter and duration

1.1 The subject matter of this DPA is the processing of personal data that the customer and its members put into Velorith or have generated by agents (customer personal data), to the extent we process it to provide the service. Processing for which we are controller ourselves, such as user accounts, sign-in, security logs and billing, is described in our privacy policy and is not covered by this DPA.

1.2 This DPA applies for the term of the contract under the terms of service and continues beyond it for as long as we still process customer personal data, in particular until it has been deleted or returned in accordance with section 11.

2. Nature, purpose and scope of processing

2.1 We process customer personal data solely to provide the service to the customer, in particular to run the customer's agents, generate replies with AI models, store and index the company brain, operate member workspaces and hosted browsers, carry out web searches, deliver notifications and channel messages, and keep the audit log. The nature and purpose of processing, the types of personal data and the categories of data subjects are set out in Annex 1.

2.2 We do not use customer personal data to train AI models, do not sell it and do not use it for our own purposes, including advertising. We may use aggregated and anonymised data about the use of the service in accordance with the terms of service.

2.3 Members and the customer's settings determine which data agents process. The customer is responsible for the lawfulness of the processing, including the lawfulness of putting special categories of personal data or data of professional secrecy holders into the service.

3. Instructions

3.1 We process customer personal data only on documented instructions from the customer, including with regard to transfers to third countries, unless we are required to do so by Union or Member State law or by other law applicable to us. In that case we inform the customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

3.2 The customer's instructions are, at the time of conclusion, this DPA, the terms of service and the use and configuration of the service by the customer and its members, in particular messages and tasks given to agents, approval rules, brain grants, browser profiles, connectors and channels set up, and spending limits. Further instructions are given in text form. Instructions that go beyond the agreed scope of the service are treated as a change request.

3.3 When a member instructs an agent to send content to a third-party service that the customer has chosen, such as a connected account, a website visited by the agent or a recipient of a message, this transfer takes place on the customer's instruction. These recipients are not our subprocessors.

3.4 We inform the customer without delay if we consider that an instruction infringes the GDPR or other data protection provisions. We may suspend carrying out the instruction until the customer confirms or changes it.

4. Confidentiality

We ensure that persons authorised to process customer personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, and that they process customer personal data only on the customer's instructions. The obligation continues after the end of their activity.

5. Security of processing

5.1 We implement the technical and organisational measures described in Annex 2 to ensure a level of security appropriate to the risk in accordance with Art. 32 GDPR. Annex 2 also lists measures that are planned and not yet in place, so that the customer can assess the current level of protection.

5.2 The measures are subject to technical progress. We may replace them with adequate alternative measures provided that the level of security does not fall below the level described in Annex 2. We document material changes and update Annex 2.

5.3 The customer is responsible for the security measures within its own sphere, in particular for assigning roles, for its approval rules, for protecting sign-in credentials and for the logins it stores in browser profiles.

6. Subprocessors

6.1 The customer grants us general written authorisation to engage subprocessors. The subprocessors engaged at the conclusion of this DPA, including those marked as planned for launch, are listed in Annex 3 and are deemed approved.

6.2 We inform the customer of any intended addition or replacement of a subprocessor at least 30 days before the change takes effect, by email to the owners of the company and by updating the list of subprocessors. The notice states the name, purpose, location and transfer mechanism of the subprocessor.

6.3 The customer may object to the change in text form within 30 days of receiving the notice on reasonable grounds relating to data protection. We will then seek to find a solution with the customer, for example by not using the subprocessor for the customer's data. If no solution is found before the change takes effect, the customer may terminate the contract, or the affected part of the service, with effect from the time the change takes effect. Fees paid in advance for the period after termination are refunded.

6.4 If a subprocessor must be replaced at short notice for reasons outside our control, in particular because it ceases its service or because of a security risk, we inform the customer without delay and the period in section 6.2 may be shortened. The customer's right to object and to terminate under section 6.3 remains unaffected.

6.5 We impose on each subprocessor by contract the same data protection obligations as set out in this DPA, in particular sufficient guarantees for appropriate technical and organisational measures. Where a subprocessor fails to fulfil its data protection obligations, we remain fully liable to the customer for the performance of that subprocessor's obligations.

6.6 Services that we use only as ancillary services, such as telecommunications or the internet connections of our staff, are not subprocessors. We nevertheless take appropriate measures to protect customer personal data in these cases.

7. Assistance with data subject rights

7.1 Taking into account the nature of the processing, we assist the customer by appropriate technical and organisational measures in fulfilling its obligation to respond to requests from data subjects exercising their rights under Chapter III GDPR.

7.2 If a data subject contacts us directly about customer personal data, we forward the request to the customer without delay and do not respond ourselves except to refer the data subject to the customer, unless the customer instructs us otherwise.

8. Further assistance

Taking into account the nature of processing and the information available to us, we assist the customer in ensuring compliance with its obligations under Art. 32 to 36 GDPR, in particular with security of processing, notification of personal data breaches, data protection impact assessments and prior consultation of the supervisory authority. We provide the information about the service, its data flows and its measures that the customer reasonably needs for this purpose.

9. Personal data breaches

9.1 We notify the customer of a personal data breach affecting customer personal data without undue delay and in any case within 48 hours of becoming aware of it, so that the customer can meet its own obligation to notify the supervisory authority within 72 hours. If a subprocessor informs us of a breach, the period begins when we receive its notice.

9.2 The notice is sent to the owners of the company and to any further contact the customer has designated for this purpose. To the extent available, it describes the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, the measures taken or proposed and a contact point. Where not all information is available at once, we provide it in phases without undue further delay and update the customer until the incident is closed.

9.3 We take the measures necessary to contain the breach and mitigate its possible adverse effects without delay, document every breach and support the customer in assessing it and in notifying authorities and data subjects. Notifying supervisory authorities and data subjects about customer personal data is the customer's responsibility. A notice by us is not an acknowledgement of fault or liability.

10. Other obligations

10.1 We process customer personal data in the regions stated in Annex 3. Transfers to third countries are made only in accordance with section 13.

10.2 We inform the customer without delay of inspections and measures by a supervisory authority insofar as they relate to customer personal data, unless we are prohibited from doing so by law.

10.3 Our contact for data protection matters is [PRIVACY_EMAIL]. [DPO_STATEMENT]

11. Deletion and return

11.1 Until the end of the contract, the customer can delete and export customer personal data where the service provides deletion and export functions. Owners can delete the whole company, which takes effect 14 days after the request, and download an archive of the customer personal data stored in the service. Data that the archive does not cover, in particular the content of the company brain and of workspaces, we provide on request in a common, machine-readable format.

11.2 After the end of the contract, we keep customer personal data available for export for [EXPORT_WINDOW]. We then delete it within [RETENTION_CONTRACT_END], including at our subprocessors, unless Union or Member State law or other law applicable to us requires its storage. Rolling backups of the company brain are overwritten within 7 days. We confirm the deletion to the customer in text form on request.

11.3 Annex 2 states which deletion functions are not yet fully automated. Until they are, we carry out deletions that the customer is entitled to under this section by other means.

12. Information and audits

12.1 We make available to the customer all information necessary to demonstrate compliance with the obligations laid down in Art. 28 GDPR and this DPA, in particular by answering reasonable questionnaires and by providing the current Annex 2 and, where available, relevant certifications or audit reports of our subprocessors.

12.2 Where this information is not sufficient, the customer may carry out audits, including inspections, itself or through an auditor bound to confidentiality who is not a competitor of ours, after giving at least 30 days' notice in text form, during our normal business hours and without disproportionate disruption of our operations. Audits are limited to once per contract year unless a personal data breach or an order of a supervisory authority gives reason for an additional audit. Inspections of our subprocessors' premises are carried out through the audit rights and reports that the subprocessor makes available to us.

12.3 Each party bears its own costs of an audit. If an audit reveals a material breach of this DPA by us, we bear the reasonable costs of the audit.

13. International transfers

13.1 We transfer customer personal data to a third country outside the European Economic Area only if the conditions of Chapter V GDPR are met, in particular on the basis of an adequacy decision of the European Commission, including the EU-U.S. Data Privacy Framework for certified recipients, or on the basis of the standard contractual clauses adopted by Commission Implementing Decision (EU) 2021/914 ("SCCs"). The mechanism used for each subprocessor is stated in Annex 3.

13.2 Insofar as we are established in a third country that is not subject to an adequacy decision and customer personal data is transferred to us, the SCCs are hereby concluded between the customer as data exporter and us as data importer and incorporated into this DPA by reference, in Module Two (controller to processor) where the customer is controller, and in Module Three (processor to processor) where the customer itself acts as processor for a third party. In this case the following applies.

• Clause 7 (docking clause) does not apply
• In Clause 9, Option 2 (general written authorisation) applies with the notice period set out in section 6.2
• In Clause 11, the optional wording does not apply
• Under Clause 13, the competent supervisory authority is the authority responsible for the customer, or, if the customer is not established in the Union, the authority of the Member State in which its representative under Art. 27 GDPR is established or, failing that, in which the data subjects are located
• In Clause 17, Option 2 applies. Where the law of the Member State in which the data exporter is established does not allow for third-party beneficiary rights, the law of [SCC_MEMBER_STATE] applies
• In Clause 18, disputes are resolved before the courts of the Member State whose law applies under Clause 17
• Annex I of the SCCs is completed by Annex 1 of this DPA, Annex II by Annex 2 and Annex III by Annex 3

13.3 Where we transfer customer personal data to a subprocessor in a third country and no adequacy decision applies, we conclude with that subprocessor the SCCs in the appropriate module, in particular Module Three, and assess together with it whether additional safeguards are required. In the event of a conflict between this DPA and the SCCs, the SCCs prevail.

13.4 For transfers subject to the UK GDPR or the Swiss Federal Act on Data Protection, the SCCs apply with the adjustments required by these laws, in particular the International Data Transfer Addendum issued by the UK Information Commissioner.

14. Liability

The liability of the parties under this DPA is governed by the liability provisions of the terms of service, in particular section 14. This does not affect the liability of the parties towards data subjects under Art. 82 GDPR and any liability that cannot be limited under the SCCs.

15. Final provisions

15.1 In the event of a conflict, this DPA takes precedence over the terms of service in matters of data protection. The SCCs, where concluded, take precedence over this DPA.

15.2 Changes to this DPA are made in accordance with the procedure for changes to the terms of service. Changes to Annex 2 that do not reduce the level of protection and changes to Annex 3 made in accordance with section 6 do not require this procedure.

15.3 Should individual provisions of this DPA be invalid, the validity of the remaining provisions remains unaffected. This DPA is governed by the law that governs the terms of service, unless the SCCs or mandatory data protection law provide otherwise.

Annex 1. Details of processing

Parties

• Controller and data exporter. The customer as identified when the company was created in the service. Contact persons are the owners of the company
• Processor and data importer. [COMPANY_LEGAL_NAME], [COMPANY_ADDRESS], [COMPANY_COUNTRY], contact [PRIVACY_EMAIL]. Representative in the Union under Art. 27 GDPR [EU_REP_NAME], [EU_REP_ADDRESS], [EU_REP_EMAIL]

Categories of data subjects

• Members of the customer, in particular employees, managing directors, freelancers and other persons the customer invites into its company
• Persons whose data appears in customer content, for example clients, customers, business partners, applicants and other contacts of the customer, and persons mentioned in documents, websites, emails or messages that agents process
• Persons who communicate with agents or members through connected channels, connectors or websites

Types of personal data

• Content of conversations with agents, including attachments, images and voice input converted to text
• Complete input of agent runs, interim states, agent instructions and personas, notifications
• Approval requests with command, working directory, target and deciding person, and the customer's audit log
• Company brain content, namely uploaded files, submitted links and the content retrieved from them, extracted text including text recognised in images, learnings about facts and preferences of members and logs of recalled knowledge
• Workspace data, namely files, executed commands and their output, technical data such as IP addresses and encrypted access credentials
• Browsing data at Browser Use, namely pages visited by agents and their content, entries made, and logins, cookies and other browsing state stored in each member's persistent browser profile
• Web search data at Parallel, namely search queries, URLs and objectives sent by agents and the results and page content returned
• Push notification content, namely agent name, conversation titles, the first line of a command awaiting approval and the cost or failure of a run
• At launch, channel messages via iMessage and WhatsApp with phone number, message content and metadata, and, for the classification of planned actions on members' computers, the planned steps, the accessibility tree of the active window, the app name and the approved task
• Usage and cost data per member

Special categories of personal data

We do not require special categories of personal data. Since members decide what they enter, customer content may contain special categories within the meaning of Art. 9 GDPR or data relating to criminal convictions within the meaning of Art. 10 GDPR. They are processed with the measures in Annex 2. The customer decides whether such data may be entered and informs its members accordingly.

Nature and purpose of processing

Hosting and storage, transmission to AI models for generating replies and for extracting, classifying and indexing brain content, execution of agent actions in workspaces and hosted browsers, web search and retrieval of page content, delivery of notifications, emails and channel messages, logging and display of the audit log, and all other processing necessary to provide the service under the terms of service.

Frequency and duration

Continuous for the term of the contract. Deletion in accordance with section 11 and the storage periods stated in our privacy policy.

Annex 2. Technical and organisational measures

This annex describes the measures in place at the date of this version. Measures under the heading planned measures are not yet implemented and are not promised for a particular date.

Confidentiality

• Physical access control. We operate no data centres of our own. Servers and storage are run exclusively by the infrastructure providers listed in Annex 3 in their data centres
• System access control. Sign-in with a one-time code sent by email or with a passkey. One-time codes expire after 5 minutes and allow at most 3 attempts. Two-factor authentication with time-based one-time passwords and a lockout after repeated failures. Companies can require two-factor authentication for all members
• Session security. Sessions are recorded with IP address, user agent and approximate location. Members can view and end sessions, and sessions can be revoked. Security events are logged and members receive an email when signing in from a new browser or device
• Data access control. Roles within each company (owner, administrator, member) and teams. Access to brain sources is granted per source and per agent. Agents act on behalf of one member only
• Separation. Each member has their own agent runtime (cell) and their own workspace. Each company has its own brain server. At launch, each member has their own browser profile at Browser Use, which is deleted when the member leaves the company
• Device pairing. Companion apps are paired with an Ed25519 key pair whose private key is stored in the operating system's key store
• Encryption of credentials. Access credentials stored by us are encrypted with AES-256-GCM. The key for model access is never placed in member runtimes. Each runtime receives its own credential and reaches models only through our gateway
• Internal authentication. Shared secrets between our services are compared in constant time. Access from a member's runtime to their workspace uses short-lived, single-use tickets signed with HMAC

Integrity

• Approvals. Actions are classified by their potential impact. Depending on the company's approval rules, an action is submitted to a member for approval before execution. Approval requests expire after 15 minutes
• Audit log. Around 70 typed events, including role changes, brain grant changes, approval decisions and device pairings, are recorded in the company's audit log
• Deletion and export. Deleting an account deletes the member's conversations, runs, approvals, uploaded files, agent runtime, workspace and browser profile. Private brain sources are locked and deleted after 30 days. Owners can delete a whole company 14 days after the request, which deletes its data and servers and cancels its subscription. Failed deletion steps are retried automatically. Members can download their own data and owners the data of the company as an archive. Audit log entries are deleted automatically after [RETENTION_AUDIT_LOG]
• Workspace isolation. Commands in workspaces are executed by a sandbox agent with filesystem confinement (os.Root and Landlock), a seccomp filter, no privilege escalation (NoNewPrivs) and an unprivileged user. Outgoing traffic from workspaces passes an egress firewall and an allowlisting proxy that refuses connections to private address ranges
• Retrieval of links. Links submitted to the company brain are fetched with protection against requests to internal addresses
• Hosted browsers. At launch, agent browsers run at Browser Use in its EU deployment in Frankfurt and not on workspace servers. Members can watch the browser live, take over and remove their stored logins. Browsers stop when idle. An administrator can switch the hosted browser off for the company, and a monthly web budget per company limits usage

Transfer control

• Encryption in transit. Connections from browsers and apps to our backend and to our runtime are encrypted with TLS
• Brain servers. Each company's brain server is reachable only through an encrypted WireGuard connection from our runtime. The knowledge service listens only on the local interface. A host firewall (ufw) and a provider firewall block all other access
• Workspace servers. Provider firewalls of workspace servers admit connections only from the outgoing addresses of our runtime
• AI models. Agent requests to OpenRouter are configured so that they are forwarded only to the chosen providers and only to providers that, according to OpenRouter's classification, do not use request data for training (data collection denied). Automatic fallback to other providers is disabled for agent requests. Requests for extracting, classifying and recognising text in company brain content also deny data collection but do not fix the providers. Embedding requests from the brain servers do not yet deny data collection

Availability and resilience

• Regions. Our runtime runs in European regions (Netherlands, Germany, France, Sweden and the United Kingdom). Workspaces run at Fly.io in these regions or at Hetzner in Germany or Finland. Brain servers run in Germany or Finland. The location of the backend database is stated in Annex 3
• Backups. The database of each brain server is backed up regularly. Backups are kept for 7 days on the same server

Procedures for regular testing and organisation

• Incident response. A documented procedure for handling personal data breaches with roles, a decision process, notice templates and the 48 hour customer notice under section 9
• Vulnerability reports. A published security contact and security.txt file
• Subprocessors. Subprocessors are bound by contract in accordance with section 6. This annex is reviewed after every security incident and when the service changes

Planned measures

The following measures are not yet in place. We list them so that the customer can take the current state into account in its own risk assessment.

• Rate limits on sign-in and on the interfaces of the service
• Off-site backups of brain servers and other data stores in a separate location
• Mutual TLS authentication between our internal services
• Network separation between tenants on the private network of our runtime provider, which is currently shared between companies
• Export of the content of the company brain and of workspaces by the customer
• Automated scanning of dependencies and source code for known vulnerabilities

Annex 3. Subprocessors

The subprocessors approved under section 6.1, with their purpose, data, location and transfer mechanism, are listed on our page subprocessors. The list in the version applicable at any time forms this annex. Changes are made in accordance with section 6.