Terms of Service | Greener Ahead

1.Definitions

In these Terms the following words have the meaning given here. Singular includes plural.

Agreement: These Terms together with any Order, the Data Processing Addendum in Annex 1 and the documents they refer to.
Customer, you: The company, organisation or self-employed professional that creates a Workspace or on whose behalf a Workspace is created.
Greener Ahead, we, us: Greener Ahead, registered with the Dutch Chamber of Commerce under number 85351660.
Service: The Greener Ahead software platform available at https://app.greenerahead.com, including the VSME reporting, carbon accounting, climate strategy and life cycle assessment products, the supplier and employee pages, shared report links, exports, support and any related documentation.
Workspace: The tenant environment in the Service that belongs to one Customer and holds its companies, reporting years, reports and users.
User: A natural person to whom the Customer has given an account in its Workspace.
Participant: A natural person who interacts with the Service at the Customer's invitation without holding an account: a colleague or supplier answering a request through a link, an employee answering a survey, or a recipient viewing a shared report.
Customer Content: All data, documents, figures, text, images and other material entered into or uploaded to the Workspace by the Customer, its Users or its Participants, and the reports and outputs generated from it.
Order: A subscription purchased through the in-app checkout, or a written order form signed by both parties.
Subscription Term: The paid period of twelve months that starts on the date of purchase, and each renewal period.
Business Day: Monday to Friday, excluding Dutch public holidays.

2.Who we are and what these Terms cover

2.1The Service is operated by Greener Ahead, established at Philitelaan 59 57, 5617 AK Eindhoven, the Netherlands. Chamber of Commerce number 85351660, VAT number NL004086201B68. You can reach us at hello@greenerahead.com.

2.2These Terms apply to every use of the Service and the website at https://greenerahead.com, to every Order and to every trial. They become binding when you create a Workspace, accept an invitation into one, click to accept them, place an Order or otherwise use the Service, whichever happens first.

2.3The Service is offered to businesses, organisations and professionals only. By using it you confirm that you act in the course of a trade, business or profession and not as a consumer. If you accept these Terms on behalf of a company, you confirm that you are authorised to bind it.

2.4Your own purchasing conditions or other general terms do not apply, even if you refer to them in an order or otherwise, and we expressly reject them. Deviations from these Terms are valid only if agreed in writing and signed by us.

2.5If a written order form conflicts with these Terms, the order form prevails for that Order only. If these Terms conflict with Annex 1 on a matter of personal data protection, Annex 1 prevails.

2.6Participants use the Service under the limited terms in clause 8. Where these Terms speak of you, they also apply to your Users, and you are responsible for their compliance.

2.7These Terms are written in English. A Dutch translation may be provided for convenience. In case of divergence the English text prevails.

3.Your account and Workspace

3.1To use the Service you need a Workspace and a User account. Sign-in is handled by our authentication provider; you can use an email address with a password or a single sign-on provider that your organisation supports.

3.2You must provide accurate and complete company and contact details and keep them up to date. We rely on them for invoicing, VAT determination and legal notices.

3.3Accounts are personal. Each User must keep their credentials confidential and may not share an account. You must tell us without delay at security@greenerahead.com if you suspect that an account or the Workspace has been compromised.

3.4The Customer's administrators decide who gets access to the Workspace and with which permissions, down to a single disclosure or datapoint. You are responsible for everything that happens in your Workspace under accounts you have issued, including by former employees whose access you did not revoke.

3.5Users must be at least 18 years old.

4.Free trial

4.1We offer a 14-day free trial of the VSME product. No payment method is required to start it. During the trial the Service is provided free of charge and, notwithstanding clause 16, without any warranty as to availability or fitness.

4.2When the trial ends without a purchase, the Workspace becomes read-only. You keep access to everything you made and can export it in the formats the Service offers. Buying a subscription reopens editing where you left off.

4.3We may delete a read-only trial Workspace, including all Customer Content in it, ninety (90) days after the trial ended. We will send at least fourteen (14) days' notice to the Workspace administrators' email addresses before we do.

4.4One trial per Customer. We may refuse, shorten or end a trial at any time, for example where we suspect misuse or that the Customer is not a business.

5.Subscriptions, fees and payment

5.1Paid subscriptions are sold per product per Workspace for a Subscription Term of twelve months, paid in advance. The current prices are shown at https://greenerahead.com/pricing and in the in-app checkout. All prices are in euros and exclude VAT and any other applicable taxes or levies, which are added at the rate that applies to your billing country.

5.2Payments are processed by our payment provider, Stripe. By purchasing through the checkout you also accept the payment provider's terms for the payment transaction. Invoices are issued electronically and made available in the Service and by email. You agree to receive invoices electronically.

5.3Unless you cancel in accordance with clause 5.4, a subscription renews automatically for a further Subscription Term of twelve months at the price then in force, and the renewal fee is charged to the payment method on file.

5.4You can cancel a subscription at any time through the billing portal in the Service or by emailing support@greenerahead.com. Cancellation takes effect at the end of the current Subscription Term. The subscription stays fully usable until then. Fees already paid are not refunded for the remainder of a Subscription Term, except where these Terms or mandatory law say otherwise.

5.5If you upgrade during a Subscription Term, the difference is charged pro rata for the remaining part of the term and the renewal date stays the same. A downgrade takes effect at the end of the current Subscription Term and never reduces your entitlements before that date.

5.6We may change our prices. A price change applies to you from the next renewal at the earliest, and only if we have notified the Workspace administrators by email at least thirty (30) days before the renewal date. If you do not accept the new price you can cancel under clause 5.4 before the renewal date.

5.7If a payment fails or an invoice is not paid when due, we may send a reminder and, if payment is not received within fourteen (14) days after that reminder, suspend access to the paid features of the Workspace until payment is received. Statutory commercial interest under article 6:119a of the Dutch Civil Code and reasonable collection costs are payable on overdue amounts from the due date without further notice of default.

5.8You are responsible for providing a correct VAT identification number and billing address. Where you provide a valid EU VAT number and are established outside the Netherlands, VAT is reverse-charged. Where the checkout is unable to determine the applicable tax with the details you gave, we may charge Dutch VAT.

5.9Fees are not conditional on any future functionality, product launch date or public statement about our roadmap, including the products described as forthcoming on our website.

6.Your content

6.1You own your Customer Content. We claim no rights in it beyond the licence in clause 6.2.

6.2You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit, display and adapt Customer Content, and to create the reports, exports, calculations and suggestions the Service generates from it, solely to the extent necessary to provide, secure, support and improve the Service in accordance with the Agreement. This licence ends when the Customer Content is deleted from the Service, subject to clause 19.7.

6.3You are responsible for Customer Content: for its accuracy, its completeness, its lawfulness and for holding the rights and permissions needed to enter it into the Service and to have it processed as described in the Agreement. This includes the figures that end up in a published report and the personal data of your employees, suppliers and other people that you or your Participants enter.

6.4We do not review Customer Content and do not check whether a report is correct, complete or compliant with the VSME standard, the GHG Protocol, ISO 14040 or 14044, or any other framework. The Service guides and calculates; the disclosure remains yours.

6.5We may remove or disable access to Customer Content that we reasonably believe infringes the law or the rights of others, or that breaches clause 7. Where the law allows, we will tell you first and give you the opportunity to respond.

6.6We use aggregated and de-identified information about how the Service is used, such as which disclosures are answered most often or how long a step takes, to operate and improve the Service. Such information never identifies you, your Users, your Participants or your reported figures, and it is not Customer Content.

6.7If you send us suggestions or feedback about the Service, we may use them without obligation to you.

7.Acceptable use

7.1You may use the Service only for your own internal business purposes and for the reporting, calculation and sharing functions it is designed for. You may not:

resell, sublicense, rent or provide the Service to third parties as a service bureau, other than to your Users and Participants as intended;
copy, modify, translate, decompile, reverse engineer or otherwise attempt to derive the source code or underlying models of the Service, except to the extent mandatory law permits;
probe, scan, test the vulnerability of or circumvent any security or access control of the Service, or access data of another Customer;
use automated means to access the Service other than through documented exports and features;
upload malicious code, or content that is unlawful, infringing, defamatory or that you have no right to process;
use the Service to build a competing product, or benchmark it for publication without our written consent;
use the Service in breach of applicable export control or sanctions law;
send requests, surveys or report links to people who have not agreed to receive them from you where the law requires their consent, or use the Service to send unsolicited commercial communications.

7.2We may set reasonable technical limits, for example on file size, number of documents processed with text recognition, request rates or storage, and may adjust them to keep the Service reliable for all Customers. Current limits are shown in the Service.

8.Inviting other people: colleagues, suppliers, employees and report recipients

8.1The Service lets you ask other people to contribute without an account: colleagues and suppliers can answer a request through a link, employees can answer a commuting or travel survey, and customers, banks, auditors and others can view a report through a link you control. You decide whom to invite, what they see and for how long.

8.2You are responsible for having a lawful basis to invite these people and to process the data they provide, for informing them as required by data protection law, and for the lawfulness of any data they enter on your behalf. Their contributions are Customer Content.

8.3A Participant may use the page or link made available to them only for the purpose you invited them for, must not attempt to access anything beyond it, and must not enter data they have no right to share. Participants receive no other rights in the Service. Participants who are not consumers are bound by clauses 7, 14 and 21 as if they were the Customer.

8.4Anyone who holds a report link you have shared can view the report version and the figures you chose to disclose to that link until you revoke or change it. You are responsible for whom you give a link to and for revoking access when it should end. We are not responsible for onward disclosure by a recipient.

8.5Invitation and share-link emails are sent from our domain on your behalf. You must not use them for any purpose other than inviting contributors and recipients for your own reports.

9.AI-assisted features

9.1Some features use machine learning and large language models to help you, for example to read figures out of a document you upload, to suggest an answer or a draft narrative, or to map a supplier or an expense line to a category. These features are optional and are always presented as suggestions.

9.2Suggestions can be wrong, incomplete or out of date. You must review every suggestion before you accept it into a report or calculation. Anything you accept becomes your Customer Content and your responsibility under clause 6.3.

9.3To provide these features we send the relevant excerpt of your Customer Content to the AI model providers named in the sub-processor list in the Privacy Policy, under contracts that prohibit them from using your data to train their models and that require deletion after processing. We do not use your Customer Content to train models of our own.

9.4You must not use AI-assisted features to process special categories of personal data, or personal data of children, and you must not upload documents you are not entitled to have processed by a third party.

9.5Where required by Regulation (EU) 2024/1689 (the AI Act), we provide the transparency information that applies to the feature in the Service itself.

10.Products in preview

10.1Carbon accounting, climate strategy and life cycle assessment are released in stages. A product, module or feature that is labelled preview, beta, early access or similar in the Service or on our website (a "Preview Feature") is provided so that you can try it before general availability.

10.2Preview Features are provided as-is. Clauses 11.1, 11.2 and 16.1 do not apply to them. They may change, be limited or be withdrawn at any time, and figures they produce should not be relied on for external publication until the feature is generally available. Data in a Preview Feature can be exported like any other Customer Content.

10.3Dates on our website for forthcoming products are targets, not commitments.

11.Availability, support and changes to the Service

11.1We aim to make the Service available 24 hours a day with a monthly availability of at least 99.5%, measured at the boundary of our hosting environment and excluding scheduled maintenance, force majeure, and outages caused by you, your systems or third-party services you connect. We do not guarantee that the Service will be uninterrupted or error-free.

11.2Scheduled maintenance that is expected to make the Service unavailable is performed outside Dutch business hours where reasonably possible and announced in the Service or by email at least 48 hours in advance. Emergency security maintenance may be performed without notice.

11.3Support is provided in English and Dutch by email at support@greenerahead.com on Business Days. We aim to give a first response within one Business Day. Support covers the use of the Service; it does not include sustainability, legal, tax or assurance advice.

11.4We continuously improve the Service and may add, change or remove functionality. Where a change materially reduces the core functionality you pay for, we will tell you at least thirty (30) days in advance and you may terminate the affected subscription with effect from the date of the change and receive a pro rata refund of prepaid fees for the remaining Subscription Term.

11.5We may discontinue a product entirely with at least six (6) months' notice by email. During the notice period you can export your Customer Content, and prepaid fees for the period after discontinuation are refunded.

11.6The Service produces reports and calculations against published standards such as the VSME standard, emission factor databases and the GHG Protocol. When a standard or database is updated we update the Service in a reasonable time. Existing published reports keep the version they were made with.

12.Security

12.1We protect the Service with technical and organisational measures appropriate to the risk, as described in Annex 2. They include hosting in the European Union, encryption of data in transit and at rest, tenant isolation enforced in every query, role-based access down to individual datapoints, and an activity history of who did what in your Workspace.

12.2You are responsible for the security of your own systems and credentials, for your permission settings, for the people you invite and for the links you share.

12.3We will notify you without undue delay, and in any case within the period stated in Annex 1, if we become aware of a personal data breach affecting your Customer Content. We will notify you without undue delay of any other security incident that materially affects your Workspace.

12.4If you believe you have found a vulnerability in the Service, please report it to security@greenerahead.com. We ask that you give us a reasonable time to fix it before disclosing it and that you do not access data that is not yours. We will not take legal action against good-faith research that respects these conditions.

13.Personal data

13.1For the personal data contained in Customer Content, you are the controller and we are the processor within the meaning of the General Data Protection Regulation (EU) 2016/679 (GDPR). The Data Processing Addendum in Annex 1 forms part of the Agreement and governs that processing. No separate signature is needed.

13.2For personal data that we process for our own purposes, such as account, billing, support and security data and product analytics, we are the controller. Our Privacy Policy explains that processing.

13.3You will comply with data protection law in your use of the Service, including in what you ask your Participants to provide. Clause 9.4 applies.

14.Intellectual property

14.1The Service, its software, design, templates, methodologies, documentation and the Greener Ahead name and marks are and remain the property of Greener Ahead and its licensors. You receive a non-exclusive, non-transferable right to use the Service during the term of the Agreement in accordance with it. No other right is granted, by implication or otherwise.

14.2Reports, exports and documents that you generate from your Customer Content are yours and you may use and distribute them freely, including the Greener Ahead template layouts they contain. You may not remove attribution that the Service places in a shared report link.

14.3The VSME standard is published by the European Commission on the basis of EFRAG's work. The GHG Protocol, ISO standards and emission factor databases belong to their respective publishers. Their use within the Service does not imply endorsement by them.

14.4The Service contains open-source components. Their licences are available on request and do not restrict your use of the Service as described here.

15.Confidentiality

15.1Each party will keep confidential all non-public information it receives from the other under the Agreement, use it only to perform the Agreement, and disclose it only to employees, advisers and subcontractors who need it and are bound by comparable obligations. Customer Content is your confidential information. Non-public information about the Service, its security and its pricing is ours.

15.2This obligation does not apply to information that is or becomes public without breach, that the receiving party already lawfully had, or that it must disclose by law or court order, provided it tells the other party first where allowed.

15.3This clause survives for three (3) years after the Agreement ends, and for Customer Content for as long as it remains confidential.

15.4We will only name you as a customer in marketing material with your prior written consent.

16.Warranties and disclaimers

16.1We warrant that during a paid Subscription Term the Service will perform materially in accordance with its documentation and that we will provide it with reasonable skill and care. Your sole remedy for a breach of this warranty is that we correct the non-conformity within a reasonable time or, if we cannot, that you may terminate the affected subscription and receive a pro rata refund of prepaid fees for the remaining Subscription Term.

16.2The Service is a tool. It does not provide legal, tax, accounting, assurance or sustainability advice, and its output is not an audit, a verification or a limited assurance opinion. Whether a report meets a customer's, a bank's or a regulator's requirements, and whether a calculation is appropriate for your purposes, remains your judgment and, where needed, that of your advisers.

16.3Emission factors, conversion factors, benchmarks and standards in the Service come from third-party sources. We select and update them with care but do not warrant their accuracy or that they are the right ones for your situation.

16.4Except as expressly stated in the Agreement, and to the extent permitted by law, all other warranties, conditions and representations, express or implied, are excluded, including any warranty of fitness for a particular purpose, of achieving a particular result, or of a particular level of accuracy.

17.Liability

17.1Our total aggregate liability towards you arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited per contract year to the fees you paid us under the Agreement in the twelve (12) months preceding the event that gave rise to the claim. For a free trial and for Preview Features, our total liability is limited to EUR 500.

17.2We are not liable for indirect or consequential loss, loss of profit, revenue, business, goodwill or anticipated savings, loss or corruption of data (except as caused by our breach of Annex 1 or clause 12), fines or penalties imposed on you by a regulator, contractual penalties owed by you to your customers, or the cost of procuring substitute services, in each case even if we were advised of the possibility.

17.3We are not liable for the content, correctness or compliance of any report, calculation or disclosure you publish; for decisions you or third parties take on the basis of the Service; for suggestions from AI-assisted features that you accepted; for services and data of third parties, including standards bodies, emission factor publishers and sign-in providers; or for loss caused by your breach of the Agreement.

17.4Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, or for damage caused by intent or deliberate recklessness (opzet of bewuste roekeloosheid) of a party or its management, or any other liability that cannot be limited under Dutch law.

17.5You must notify us in writing of any claim within twelve (12) months after you became or should reasonably have become aware of the event giving rise to it, failing which the claim lapses. Any right of action expires two (2) years after that event.

17.6Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control, including failures of internet infrastructure, hosting or authentication providers that it could not reasonably have prevented, power failure, strikes, government action, epidemics and cyber-attacks that were not reasonably preventable (force majeure within the meaning of article 6:75 of the Dutch Civil Code). Payment obligations are not suspended by force majeure. If force majeure lasts more than sixty (60) days, either party may terminate the affected subscription and prepaid fees for the remaining term are refunded.

18.Indemnities

18.1You will indemnify us and hold us harmless against all third-party claims, fines, damages and reasonable costs (including legal fees) arising from Customer Content, from your or your Participants' use of the Service in breach of the Agreement or the law, or from your failure to have the rights, consents or lawful basis referred to in clauses 6.3 and 8.2.

18.2We will defend you against any third-party claim that the Service, used in accordance with the Agreement, infringes an intellectual property right valid in the European Union, and pay the damages finally awarded or agreed in settlement, provided you notify us promptly, give us sole control of the defence and reasonable assistance, and do not make admissions. If such a claim is made or is likely, we may modify the Service so that it no longer infringes, obtain a licence for you, or terminate the affected subscription and refund prepaid fees pro rata. This clause states our entire liability for infringement and does not apply to claims caused by Customer Content, by combination with items we did not supply, or by use after we asked you to stop.

19.Term, suspension and termination

19.1The Agreement starts when you first accept these Terms and continues for as long as you have a Workspace. A paid subscription runs for its Subscription Term and renews under clause 5.3.

19.2We may suspend access to all or part of the Service, in whole or for particular Users, immediately where we reasonably believe this is necessary to protect the Service, other Customers or third parties, where clause 5.7 applies, where the Service is used in breach of clause 7, or where the law requires it. We will limit a suspension to what is necessary, tell you the reason where the law allows, and lift it as soon as the ground has been resolved.

19.3Either party may terminate the Agreement, or an individual subscription, with immediate effect by written notice if the other party materially breaches it and, where the breach can be remedied, fails to remedy it within thirty (30) days after written notice; or if the other party is declared bankrupt, is granted a suspension of payments, is dissolved or ceases trading.

19.4You may delete your Workspace at any time from the Service settings. Deleting a Workspace terminates the Agreement for that Workspace. Fees for the current Subscription Term are not refunded, except where the termination is based on clauses 5.6, 11.4, 11.5, 16.1, 17.6, 18.2 or 20.2.

19.5On termination or expiry of a subscription, the Workspace becomes read-only. For thirty (30) days after termination you can sign in and export your Customer Content in the formats the Service offers: reports as PDF and Word, data as Excel or CSV, and a full company export. We will provide reasonable assistance with an export on request against our then-current hourly rate.

19.6After that period, or earlier at your written request, we delete or anonymise your Customer Content and Workspace within ninety (90) days, and remove it from backups within a further thirty-five (35) days as the backups rotate. Annex 1 applies to personal data. We may keep what we must keep by law, such as invoices for the statutory seven-year period, and the anonymised information under clause 6.6.

19.7Reports you shared through a link before termination stop being accessible when the Workspace is deleted. Exported files remain yours.

19.8Clauses that by their nature should survive the end of the Agreement, including 6.6, 6.7, 14, 15, 16.4, 17, 18, 19.5 to 19.8, 21 and 22, survive it.

20.Changes to these Terms

20.1We may amend these Terms. We will notify the Workspace administrators by email and in the Service at least thirty (30) days before an amendment takes effect, except that an amendment required by law or a change that only adds functionality or is in your favour may take effect immediately.

20.2If an amendment materially reduces your rights or increases your obligations and you do not accept it, you may terminate the affected subscription by written notice before the amendment takes effect, with a pro rata refund of prepaid fees for the remaining Subscription Term. Continued use of the Service after the effective date is acceptance of the amended Terms.

20.3The version in force is always published at https://greenerahead.com/terms, with its version number and effective date. Earlier versions are available on request.

21.Governing law and disputes

21.1The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes, are governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2If a dispute arises, the parties will first try to resolve it in good faith between senior representatives within thirty (30) days after one party notifies the other of it in writing.

21.3Any dispute that is not resolved that way will be submitted exclusively to the competent court of the Oost-Brabant District Court (Rechtbank Oost-Brabant), the Netherlands, without prejudice to either party's right to seek interim relief from any competent court, and to our right to bring proceedings in the courts of your place of establishment.

22.General

22.1You may not assign or transfer the Agreement without our prior written consent, which we will not unreasonably withhold in the case of a transfer to a successor of your business. We may assign the Agreement to an affiliate or to a successor of all or substantially all of our business, and we may engage subcontractors, remaining responsible for their performance. Annex 1 governs sub-processors.

22.2The Agreement is the entire agreement between the parties about its subject matter and supersedes earlier proposals, discussions and agreements. Each party confirms that it has not relied on any statement not set out in the Agreement.

22.3If a provision of the Agreement is held invalid or unenforceable, the remainder stays in force and the provision is replaced by a valid one that comes as close as possible to its purpose.

22.4A failure or delay in exercising a right is not a waiver of it. A waiver must be in writing.

22.5Notices to you are sent to the email addresses of the Workspace administrators and are deemed received on the Business Day after sending. Notices to us are sent to hello@greenerahead.com or to our registered address. Notices of a legal claim must be sent by registered post as well.

22.6You confirm that you are not subject to sanctions of the European Union, the Netherlands or the United Nations and that you will not use the Service in a way that would breach them.

22.7Where the Agreement is concluded electronically, the electronic record kept by us is evidence of its contents unless you prove otherwise.

Annex 1: Data Processing Addendum

This Addendum sets out the terms required by article 28(3) GDPR for the processing of personal data that we (the processor) carry out on your behalf (the controller) in providing the Service. Capitalised terms have the meaning given in the Terms; GDPR terms have their GDPR meaning.

A1.1 Details of the processing

Subject matter and purpose: Hosting and processing of Customer Content so that the Customer can prepare, calculate, collaborate on, publish and export sustainability reports, carbon footprints, climate strategies and life cycle assessments, and provision of support for that purpose.
Duration: The term of the Agreement plus the retrieval and deletion periods in clause 19.
Nature: Collection through forms and uploads, storage, structuring, calculation, text recognition, generation of drafts and suggestions, display to authorised persons, transmission to recipients chosen by the Customer, export, deletion.
Categories of data subjects: The Customer's Users and administrators; its employees and workers as reported in workforce, health and safety, pay and commuting disclosures; employees answering a survey; contact persons at suppliers, customers, banks and auditors; other persons the Customer chooses to include in Customer Content.
Categories of personal data: Names, business contact details, job titles, account identifiers, activity in the Workspace; workforce data that is normally aggregated but may identify individuals in small organisations (headcount, contract type, gender, pay, turnover, accidents, training); commuting and travel survey answers (distance, mode, frequency); information contained in documents uploaded as evidence, such as invoices, meter readings, payroll summaries and fleet records; any further personal data the Customer decides to enter.
Special categories: Not intended. Health-related information may appear incidentally in accident and absence disclosures; the Customer must aggregate it before entry. The Customer must not enter other special category data.

A1.2 Our obligations as processor

We will:

process personal data only on your documented instructions, which are the Agreement, your use of the Service's settings and features, and any further reasonable written instruction, unless Union or Member State law requires otherwise, in which case we will tell you before processing unless the law prohibits it; we will tell you if we believe an instruction infringes data protection law;
ensure that persons authorised to process the data are bound by confidentiality;
implement the technical and organisational measures in Annex 2 and keep them appropriate to the risk, updating them as technology develops without lowering the overall level of protection;
engage sub-processors only under the conditions in A1.3;
taking into account the nature of the processing, assist you with appropriate technical and organisational measures in responding to requests from data subjects exercising their rights; where a data subject contacts us directly about Customer Content we will refer them to you without undue delay;
assist you in ensuring compliance with articles 32 to 36 GDPR (security, breach notification, data protection impact assessments and prior consultation), taking into account the nature of the processing and the information available to us;
notify you without undue delay and in any event within 48 hours after becoming aware of a personal data breach affecting your Customer Content, with the information available to us at that time and supplemented as it becomes available, so that you can meet your own notification deadlines;
at the end of the provision of services, delete or return the personal data at your choice as set out in clause 19 and delete existing copies, unless Union or Member State law requires storage;
make available to you all information necessary to demonstrate compliance with article 28 GDPR and allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you, under the conditions in A1.5;
keep a record of processing activities carried out on your behalf as required by article 30(2) GDPR.

A1.3 Sub-processors

You give general written authorisation for the engagement of the sub-processors listed in the Privacy Policy, which at the effective date are:

Amazon Web Services EMEA SARL: hosting, database, encrypted file storage, transactional email (Amazon SES) (Frankfurt, Germany (eu-central-1)).
WorkOS, Inc.: sign-in, single sign-on and session management (AuthKit) (United States).
Stripe Payments Europe, Ltd.: payments, invoicing, VAT calculation and the billing portal (Ireland, with processing in the United States).
Google Cloud EMEA Ltd.: text recognition (Document AI) on documents you upload to pre-fill answers (European Union (eu-documentai.googleapis.com endpoint)).
PostHog, Inc.: optional website and application analytics (United States).
OpenAI Ireland Ltd.: drafting suggestions and document extraction when you use an AI-assisted feature (Ireland, with processing in the United States).

We will inform the Workspace administrators by email at least thirty (30) days before adding or replacing a sub-processor. If you have reasonable data-protection grounds to object, you may notify us within that period; we will then work with you on a solution, and if none is found you may terminate the affected subscription with a pro rata refund of prepaid fees. We impose on each sub-processor, by written contract, data protection obligations that are at least as protective as this Addendum and we remain fully liable to you for their performance.

A1.4 International transfers

Customer Content is stored and primarily processed in the European Union. Where a sub-processor processes personal data outside the European Economic Area, we ensure an appropriate transfer mechanism under Chapter V GDPR, currently the European Commission's Standard Contractual Clauses (Decision (EU) 2021/914) supplemented by a transfer impact assessment and additional measures where required, or an adequacy decision including the EU-US Data Privacy Framework where the recipient is certified. We will not transfer personal data to a third country on our own initiative other than as described here.

A1.5 Audits

We will first answer audit requests by providing our current security documentation, third-party attestations or certifications and answers to a reasonable security questionnaire. Where these do not reasonably satisfy your obligations, you may audit once per twelve months, or additionally after a personal data breach or at the request of a supervisory authority, on at least thirty (30) days' notice, during business hours, without disrupting our operations, under confidentiality, and at your cost. Audits may not cover data of other customers. We may charge our reasonable costs for audits beyond the first in a twelve-month period.

A1.6 Your obligations as controller

You are responsible for the lawfulness of the processing, including a valid legal basis, transparency towards data subjects, data minimisation, the accuracy of the data, and your own decisions about what to enter, whom to invite and what to publish. You will issue instructions that comply with data protection law and will not instruct us to process data the Service is not designed for.

A1.7 Liability and precedence

Clause 17 of the Terms applies to liability under this Addendum, without prejudice to article 82 GDPR. In case of conflict between this Addendum and the rest of the Agreement regarding personal data, this Addendum prevails. This Addendum ends when all personal data has been deleted or returned under A1.2(h).

Annex 2: Technical and organisational measures

The measures below describe the security of the Service at the effective date. We may change them provided the overall level of protection is not reduced.

Hosting and infrastructure

Production runs in Amazon Web Services in Frankfurt (eu-central-1). The database and object storage are on private networks that are not reachable from the internet; only the application tier is exposed, behind TLS.
Infrastructure is defined as code and changed through reviewed plans. Plans that would delete data, expose a database publicly or change region are blocked by policy.
Production secrets are stored in the cloud provider's secrets store, never in code or configuration files, and are rotated on staff change.

Encryption

All traffic between users and the Service, and between the Service and its providers, is encrypted with TLS 1.2 or higher.
Uploaded documents and exports are stored with server-side encryption under a customer-managed key in the provider's key management service. Database storage is encrypted at rest. Storage is versioned, with public access blocked at the bucket level.

Access control and tenant isolation

Every Workspace is a separate tenant. Tenant identity is enforced in every database query and every API route; a request cannot address another tenant's data.
Role-based access with permissions down to an individual disclosure or datapoint, managed by the Customer's administrators. Invitations, supplier pages, surveys and report links use single-purpose signed tokens that expire and can be revoked.
Sign-in through a dedicated authentication provider with support for single sign-on, session refresh and revocation. Staff access to production requires named accounts with multi-factor authentication and is limited to the persons who operate the Service.

Logging and monitoring

An append-only activity history records who did what in a Workspace, with actor, action, resource and time, and is visible to the Customer's administrators.
Application and infrastructure metrics and error logs are monitored; failed background work is retried and dead-lettered for review rather than silently dropped.

Availability and recovery

Automated daily backups of the database with a 35-day retention, and versioned object storage. Restores are tested periodically.

Development and organisation

Code changes are reviewed and pass automated tests before release; dependencies are pinned and updated for security fixes. Container images are immutable.
Staff who can access Customer Content are bound by confidentiality and receive security and data protection instruction. Access is removed when their role ends.
Documented incident response with the breach notification commitment in Annex 1.