DATA PROCESSING AGREEMENT (DPA) FOR SINDRI

This DPA stipulates the legal obligations of the PARTIES regarding data protection resulting from the processing of personal data related to the respective contract about SINDRI service with the Customer. The following DPA is based on the official standard contractual terms established by the EU-Commission within the Commission’s Implementing Decision (EU) 2021/915.

The Customer as “Controller” and Continental Aftermarket & Services GmbH as “Processor” agree as follows:

SECTION I

Clause 1

Purpose and scope

The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) of Regulation (EU) 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).
The controllers and processors as mentioned above have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29 (3) and (4) Regulation (EU) 2018/1725.
These Clauses apply to the processing of personal data as specified in Annex I.
Annexes I to IV are an integral part of the Clauses.
These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

Clause 2

Invariability of the Clauses

The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

Clause 3

Interpretation

Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, those terms shall have the same meaning as in that Reg
These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively.
These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjec

Clause 4

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 5

Docking clause

Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes and co-signing to this DPA.
Once the Annexes in (a) are completed and signed, the acceding entity shall be treated as a Party to these Clauses and have the rights and obligations of a controller or a processor, in accordance with its with its co-signing.
The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.

II – OBLIGATIONS OF THE PARTIES

Clause 6

Description of processing(s)

The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex I.

Clause7

Obligations of the Parties

7.1. Instructions

The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subjec In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisi

7.2. Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex I, unless it receives further instructions from the controller.

7.3. Duration of the processing of personal data

Processing by the processor shall only take place for the duration specified in Annex I.

7.4. Security of processing

The processor shall at least implement the technical and organisational measures specified in Annex II to ensure the security of the personal da This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.
The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contrac The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.5. Sensitive data

If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

7.6 Documentation and compliance

The Parties shall be able to demonstrate compliance with these Clause
The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clause
The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the proce
The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on reque

7.7. Use of sub-processors

GENERAL WRITTEN AUTHORISATION: The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed li The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 30 (thirty) days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.
Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clause The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
At the controller’s request, the processor shall provide a copy of such a sub- processor agreement and any subsequent amendments to the controlle To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the proce The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.
The processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the controller shall have the right to terminate the sub- processor contract and to instruct the sub-processor to erase or return the personal data.

7.8. International transfers

Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
The controller agrees that where the processor engages a sub-processor in accordance with Clause 7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub- processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

Clause 8

Assistance to the controller

The processor shall promptly notify the controller of any request it has received from the data subjec It shall not respond to the request itself, unless authorised to do so by the controller.
The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions
In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
the 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’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
the obligation to consult the competent supervisory authority/ies 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 controller to mitigate the risk;
the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
the obligations in Article 32 Regulation (EU) 2016/
The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance require

Clause 9

Notification of personal data breach

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 Regulation (EU) 2016/679 or under Articles 34 and 35 Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.

9.1 Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
in obtaining the following information which, pursuant to Article 33(3) Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:
the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
the likely consequences of the personal data breach;
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 effec

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

in complying, pursuant to Article 34 Regulation (EU) 2016/679, with the obligation to communicate without undue delay 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.

9.2 Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
the details of a contact point where more information concerning the personal data breach can be obtained;
its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effec

The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

SECTION III – FINAL PROVISIONS

Clause 10

Non-compliance with the Clauses and termination

Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is termina The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;
the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 1 (b), the controller insists on compliance with the instructions.
Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal da Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

ANNEX I: DESCRIPTION OF THE PROCESSING

Categories of data subjects whose personal data is processed

☒ Clients ☐ Visitors

☐ Event participants ☐ Service users

☒ Communication participants ☐ Subscribers

☐ Interested parties

☐ Supplier and/ or Service Provider (individual contacts at these vendors)

☒ Employees ☐ Applicants

☐ Former employees ☐ Apprentices/ interns

☐ Employees relatives ☐ Consultants

☐ Sales representatives ☐ Shareholders / bodies

☐ Contact persons for business ☐ Suppliers and service providers

☒ Business partners

☒ Other (please specify): ____customer of our customer (Workshop)

Categories of personal data processed

General data/ private contact details

☒ Names Personal profiles ☐ Image

☒ Private address data ☐ Date of birth

☐ ID card data (e.g. Passport, Social Security, Driving License)

☒ Other (please specify): ___Car ID_____________________________________________

Contract data

☒ Settlement and payment data ☐ Bank details/ credit card data

☐ Financial Standing/ Creditworthiness ☐ Contract histories

☐ Other (please specify): ________________________________________________

Professional data

☐ Personal Details ☐ Position and Employment Details

☐ Performance Management ☐ Qualification and Education Details

☐ Salary or Social Security Data ☐ Absence from Work

☐ Other please specify: ________________________________________________

Service and IT usage data

☐ Device identifiers ☒ Usage and connection data

☐ Image / video data ☒ Telecommunication data/ message content

☐ Audio / voice data ☒ Identification data

☒ Access data ☒ Authorization

☒ Meta data

☒ Other (please specify): ________________________________________________

Sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Special categories of personal data

☐ Race or Ethnic Origin ☐ Religious or Philosophical Beliefs

☐ Physical or Mental Health ☐ Political Opinions

☐ Biometric Data ☐ Genetic Data

☐ Trade Union Membership ☒ Sexual Life

☐ Criminal Offences, Convictions or Judgments

Nature of the processing

The Processor offers a Hardware (Vehicle Communication Interface) and App for assessing the vehicle status. With this hardware and app, it is possible to communicate via diagnostics with vehicles to read out vehicle data. Use Cases are reception of vehicles within the workshop and value assessment, for which relevant vehicle information is read out of the vehicle via the diagnostic interface. In addition, the user can add information and attach photos of the vehicle to a report.

Purpose(s) for which the personal data is processed on behalf of the controller

Fulfillment of contract

Duration of the processing

At least End of contract

ANNEX II TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

EXPLANATORY NOTE:

The technical and organisational measures need to be described concretely and not in a generic manner.

Description of the technical and organisational security measures implemented by the processor(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, as well as the risks for the rights and freedoms of natural persons. Examples of possible measures:

Measures of pseudonymisation and encryption of personal data
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
Measures for user identification and authorisation Measures for the protection of data during transmission Measures for the protection of data during storage
Measures for ensuring physical security of locations at which personal data are processed
Measures for ensuring events logging
Measures for ensuring system configuration, including default configuration Measures for internal IT and IT security governance and management Measures for certification/assurance of processes and products
Measures for ensuring data minimisation
Measures for ensuring data quality
Measures for ensuring limited data retention
Measures for ensuring accountability
Measures for allowing data portability and ensuring erasure
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller
Description of the specific technical and organisational measures to be taken by the processor to be able to provide assistance to the controller.

Physical Access Control

Safeguarding admission/access to processing systems with which processing is carried out against unauthorized parties (e.g. through physical property protection: fence, gatekeeper, personnel barrier, turnstile, door with card reader, camera surveillance, organizational property security, regulation on access authorizations, access registration)

The following technical and organizational measures have been implemented by the Processor for the, processing of personal data described in these Clauses:

☒	Alarm system
☒	Automatic access control system
☐	Locking system with code lock
☐	Biometric access barriers
☐	Light barriers/motion sensors
☒	Manual locking system including key regulation (key book, key issue)
☒	Visitor logging
☒	Careful selection of security staff
☒	Chip cards/transponder locking systems
☒	Video monitoring of access doors
☒	Safety locks
☒	Personnel screening by gatekeeper/reception
☒	Careful selection of cleaning staff
☒	Obligation to wear employee/guest ID cards
☐	Other:

Data Access Control/User Control

Prevention of third parties using automatic processing systems with equipment for data transmission (authentication with user and password).

The following technical and organizational measures have been implemented by the Processor for the, processing of personal data described in these Clauses:

☒	Authentication with user name/password (passwords assigned based on the valid password regulations)
☒	Usage of intrusion detection systems
☒	Usage of anti-virus software
☒	Usage of a software firewall
☒	Creation of user profiles
☒	Assignment of user profiles to IT systems
☒	Usage of VPN technology
☒	Encryption of mobile data storage media
☒	Encryption of data storage media in laptops
☒	Usage of central smartphone administration software (e.g. for the external erasure of data)
☒	Other: Lockscreen with password

Data Usage Control/Data Storage Media Control/Memory Control

Prevention of unauthorized reading, copying, changing or erasure of data storage media (data storage media control), prevention of unauthorized entry of personal data and unauthorized access to it, changing and deleting saved personal data (memory control). Ensuring that the parties authorized to use an automated processing system only have access to the personal data appropriate for their access authorization (e.g. through authorization concepts, passwords, regulations for leaving the company and for moving employees to other departments.) (data usage control).

The following technical and organizational measures have been implemented by the Processor for the, processing of personal data described in these Clauses:

☒	Roles and authorizations based on a “need to know principle”
☒	Number of administrators reduced to only the “essentials”
☒	Logging of access to applications, in particular the entry, change and erasure of data
☒	Physical erasure of data storage media before reuse
☒	Use of shredders or service providers
☒	Administration of rights by defined system administrators
☒	Password guidelines, incl. password length and changing passwords
☒	Secure storage of data storage media
☒	Proper destruction of data storage media (DIN 66399)
☒	Logging of destruction
☐	Other:

Transfer Control/Transportation Control

Ensuring that the confidentiality and integrity of data is protected during the transfer of personal data and the transportation of data storage media (e.g. through powerful encryption of data transmissions, closed envelopes used in mailings, encrypted saving on data storage media).

The following technical and organizational measures have been implemented by the Processor for the processing of personal data described in these Clauses:

☒	Establishment of dedicated lines or VPN tunnels
☒	Encrypted data transmission on the Internet (such as HTTPS, SFTP, etc.)
☒	E-mail encryption
☐	Documentation of the recipients of data and time frames of planned transmission or agreed erasure deadlines
☒	In case of physical transportation: careful selection of transportation personnel and vehicles
☐	Transmission of data in an anonymized or pseudonymized form
☐	In case of physical transportation: secure containers/packaging
☐	Other:

Entry Control/Transmission Control

Ensuring that it is possible to subsequently review and establish which personal data has been entered or changed at what time and by whom in automated processing systems, for instance through logging (entry control).

Depending on the system, ensuring that it is possible to review and determine to which offices/locations personal data has been transmitted or provided using equipment for data transmission, or to which offices/locations it could be transmitted (transmission control).

The following technical and organizational measures have been implemented by the Processor for the, processing of personal data described in these Clauses:

☒	Logging of the entry, change and erasure of data
☒	Traceability of the entry, change and erasure of data through unique user names (not user groups)
☒	Assignment of rights for the entry, change and erasure of data based on an authorization concept
☒	Creating an overview showing which data can be entered, changed and deleted with which applications
☐	Maintaining forms from which data is taken over in automated processing
☐	Other:

Availability Control/Restoration/Reliability/Data Integrity

Ensuring that systems used can be restored in case of a disruption (restorability). Ensuring that all system functions are available and that any malfunctions are reported (reliability). Ensuring that saved personal data cannot be damaged through system malfunctions (data integrity). Ensuring that personal data is protected from accidental destruction or loss (availability control), e.g. by implementing appropriate back-up and disaster recovery concepts.

The following technical and organizational measures have been implemented by the Processor for the, processing of personal data described in these Clauses:

☒	Uninterruptible Power Supply (UPS)
☒	Devices for monitoring temperature and moisture in server rooms
☒	Fire and smoke detector systems
☒	Alarms for unauthorized access to server rooms
☒	Tests of data restorability
☒	Storing data back-ups in a separate and secure location
☐	In flood areas the server is located above the possible flood level
☐	Air conditioning units in server rooms
☒	Protected outlet strips in server rooms
☒	Fire extinguishers in server rooms
☒	Creating a back-up and recovery concept
☒	Creating an emergency plan
☐	Other:

Separation Control/Separability

Ensuring that data processed for different purposes can be processed separately (for instance through logical separation of customer data, specialized access controls (authorization concept), separating testing and production data).

The following technical and organizational measures have been implemented by the Processor for the, processing of personal data described in these Clauses:

☐	Physically separated storing on separate systems or data storage media
☐	Including purpose attributions/data fields in data sets
☒	Establishing database rights
☐	Logical client separation (software-based)
☐	For pseudonymized data: separation of mapping file and storage on a separate, secured IT system
☐	Separation of production and testing systems
☐	Other:

ANNEX III: LIST OF SUB-PROCESSORS

Sub-processor (Company Name, Address)	Service Type	Location of data center / processing	Protection measures (DPA, SCC, BCR, certificates etc)
VALEO IT Personalservice GmbH In der Scheibe 3, 92706 Wildenau	Support (agents)	EU/Germany	DPA
Amazon Webservices EMEA SARL 5 Rue Plaetis, L-2338 Luxembourg	Hosting	EU/Frankfurt	DPA
Zendesk 989 Market St San Francisco CA 94103	Support	EU/Frankfurt	SCC + BCR