Plan 2026 with Confidence.
Data Processor Agreement
Data Processing Addendum
This Data Processing Addendum (“DPA”) supplements and is incorporated into the Abacum’s Master Subscription Agreement found at https://www.abacum.io/master-subscription-agreement. (the “Agreement”) entered into by and between Licensee and Abacum. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.
1. Definitions
1.1 “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
1.2 “Authorized Subprocessor” means a third-party who has a need to know or otherwise access Licensee’s Personal Data to enable Abacum to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.
1.3 “Abacum Account Data” means personal data that relates to Abacum’s relationship with Licensee, including the names or contact information of individuals authorized by Licensee to access Licensee’s account and billing information of individuals that Licensee has associated with its account. Abacum Account Data also includes any data Abacum may need to collect for the purpose of managing its relationship with Licensee, identity verification, or as otherwise required by applicable laws and regulations.
1.4 “Abacum Usage Data” means Service usage data collected and processed by Abacum in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
1.5 “Data Exporter” means Licensee.
1.6 “Data Importer” means Abacum.
1.7 “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) the UK Data Protection Act 2018, (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003, (vi) the Virginia Consumer Data Protection Act (“VCDPA”), (vii) the Colorado Privacy Act (“CPA”), (viii) the Connecticut Data Privacy Act (“CTDPA”), (ix) the Utah Consumer Privacy Act (“UCPA”); (x) the Montana Consumer Data Privacy Act (“MCDPA”), (xi) the Oregon Consumer Privacy Act (“OCPA”), and (xii) the Texas Data Privacy and Security Act (“TDPSA”) in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
1.8 “Data Privacy Framework” means, as applicable, EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and/or the Swiss-U.S. Data Privacy Framework.
1.9 “EU SCCs” means, as applicable, the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this DPA.
1.10 “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.11 “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.12 “Services” shall have the meaning set forth in the Agreement.
1.13 “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.
1.14 “UK Addendum” has the meaning set forth in Exhibit D.
1.15 “UK SCCs” means, as applicable, the EU SCCs, as amended by the UK Addendum.
2. Relationship of the Parties; Processing of Data
2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Licensee may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Abacum is a processor. Licensee shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Licensee shall ensure that the processing of Personal Data in accordance with Licensee’s instructions will not cause Abacum to be in breach of the Data Protection Laws. Licensee is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Abacum by or on behalf of Licensee, (ii) the means by which Licensee acquired any such Personal Data, and (iii) the instructions it provides to Abacum regarding the processing of such Personal Data. Licensee shall not provide or make available to Abacum any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Abacum from all claims and losses in connection therewith.
2.2 Abacum shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Licensee, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which Abacum is subject; in such a case, Abacum shall inform the Licensee of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Licensee hereby instructs Abacum to process Personal Data in accordance with the foregoing and as part of any processing initiated by Licensee in its use of the Services.
2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.
2.4 Following completion of the Services, at Licensee’s choice, Abacum shall return or delete Licensee’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Abacum shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Licensee and Abacum have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Abacum to Licensee only upon Licensee’s request.
2.5 U.S. State Privacy Law Language. The Parties acknowledge and agree that the processing of personal information or personal data that is subject to the CCPA, VCDPA, CPA, CTDPA, UCPA, MCDPA, OCPA, or TDPSA shall be carried out in accordance with the terms set forth in Exhibit E.
3. Confidentiality
Abacum shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Abacum’s confidentiality obligations in the Agreement. Licensee agrees that Abacum may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Licensee.
4. Authorized Subprocessors
4.1 Licensee acknowledges and agrees that Abacum may (1) engage its Affiliates and the Authorized Subprocessors listed in Exhibit B to this DPA to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Licensee provides general written authorization to Abacum to engage subprocessors as necessary to perform the Services.
4.2 A list of Abacum’s current Authorized Subprocessors (the “List”) will be made available to Licensee, either attached hereto, at a link provided to Licensee, via email or through another means made available to Licensee. Such List may be updated by Abacum from time to time. Abacum may provide a mechanism to subscribe to notifications of new Authorized Subprocessors and Licensee agrees to subscribe to such notifications where available. At least ten (10) days before enabling any third party other than existing Authorized Subprocessors to access or participate in the processing of Personal Data, Abacum will add such third party to the List and notify Licensee via email. Licensee may object to such an engagement by informing Abacum within ten (10) days of receipt of the aforementioned notice to Licensee, provided such objection is in writing and based on reasonable grounds relating to data protection. Licensee acknowledges that certain subprocessors are essential to providing the Services and that objecting to the use of a subprocessor may prevent Abacum from offering the Services to Licensee.
4.3 If Licensee reasonably objects to an engagement in accordance with Section 4.2, and Abacum cannot provide a commercially reasonable alternative within a reasonable period of time, Licensee may discontinue the use of the affected Service by providing written notice to Abacum. Discontinuation shall not relieve Licensee of any fees owed to Abacum under the Agreement.
4.4 If Licensee does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Abacum, that third party will be deemed an Authorized Subprocessor for the purposes of this DPA.
4.5 Abacum will enter into a written agreement with the Authorized Subprocessor imposing on the Authorized Subprocessor data protection obligations comparable to those imposed on Abacum under this DPA with respect to the protection of Personal Data. In case an Authorized Subprocessor fails to fulfill its data protection obligations under such written agreement with Abacum, Abacum will remain liable to Licensee for the performance of the Authorized Subprocessor’s obligations under such agreement.
4.6 If Licensee and Abacum have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Licensee’s prior written consent to the subcontracting by Abacum of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Subprocessors that must be provided by Abacum to Licensee pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by Abacum beforehand, and that such copies will be provided by Abacum only upon request by Licensee.
5. Security of Personal Data.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Abacum shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Abacum’s technical and organizational security measures.
6. Transfers of Personal Data
6.1 The parties agree that Abacum may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Licensee acknowledges that while Abacum’s primary processing operations take place in the European Union, the transfer of Licensee’s Personal Data to the United States is necessary for the provision of the Services to Licensee. If Abacum transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Abacum will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
6.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers will be made (i) pursuant to the Data Privacy Framework, or (ii) if the Data Privacy Framework does not apply or ceases to be available, pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows: 6.2.1 Module One (Controller to Controller) of the EU SCCs apply when Abacum is processing Personal Data as a controller pursuant to Section 9 of this DPA.
6.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Licensee is a controller and Abacum is processing Personal Data for Licensee as a processor pursuant to Section 2 of this DPA.
6.2.3 Module Three (Processor to Subprocessor) of the EU SCCs apply when Licensee is a processor and Abacum is processing Personal Data on behalf of Licensee as a subprocessor.
6.3 For each module, where applicable the following applies:
6.3.1 The optional docking clause in Clause 7 does not apply.
Appendix A
Information about the processing
A.1 The purpose and nature of the Data Processors processing of personal data on behalf of the Data Controller is:
To provide the contracted services as described in the Master Subscription Agreement, such as the preparation of financial and management reporting.
A.2: The processing potentially includes the following types/categories of personal data about the data subjects:
Data subjects: employee data, customer data
Potential Categories of personal data: name, salary, location, performance data (bonus attainment), personal financial information (account balance, loans, etc.), bank account number
Appendix B
Primary sub-processors:
Optional sub-processors:
In the event Artificial Intelligence (AI) technologies are used in the provision of the Services, any processing of Personal Data through such technologies shall be carried out in full compliance with Applicable Data Protection Laws. In particular, the Data Processor guarantees that:
No Training Use: Personal Data provided by the Controller shall not, under any circumstances, be used for the training, fine-tuning, or improvement of any AI models, whether proprietary or provided by third parties.
Private Environment: All Personal Data processed using AI tools or components shall be hosted and processed in a secure, segregated, and private environment, such that the data is not accessible to or shared with other users or customers of the AI solution.
Access Controls and Confidentiality: Appropriate technical and organizational measures shall be implemented to ensure that access to Personal Data is strictly limited to authorized personnel bound by confidentiality obligations.
Transparency and Auditability: Upon request, the Data Processor shall provide the Controller with documentation describing the AI systems involved, their purpose, and the safeguards in place to ensure data isolation and compliance with this clause.
Appendix C
Instructions pertaining to the use of personal data
C.1: The instruction for the processing
The Data Processor shall process the personal data only on documented instructions from the Data Controller. The Data Controller may give such instructions throughout the duration of the contract.
The Data Processor shall immediately inform the data controller if it is unable to follow those instructions.
C.2: Security of processing
The Data Processor shall at all times during the term of this DPA maintain information security, data governance and other controls designed to protect information shared by the Data Controller with the Data Processor from unauthorized access, acquisition, use, disclosure, theft, or compromise, including for any purpose other than providing the Services. In this regard, the Data Processor agrees to comply with the AICPA’s SOC 2 framework. Data Processor’s documentation about its information security practices and controls shall be made available to the Data Controller upon the Data Controller’s written request; provided that the Data Controller agrees to keep such policies confidential.
C.3: Assistance to the data controller
The data processor shall insofar as this is possible – within the scope and the extent of the assistance specified below – assist the data controller in accordance with Clause 9.1. and 9.2. by implementing the following technical and organisational measures:
Please refer to Abacum SOC 2 Compliance documentation provided to the Data Controller via email.
C.4. Storage period/erasure procedures
Processing by the data processor shall only take place for the duration of the contractual agreement. After the end of the provision of the processing services, the data processor shall, at the choice of the data controller, delete all personal data processed on behalf of the data controller and certify to the data controller that it has done so, or return to the data controller all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data processor shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data processor that prohibit return or deletion of the personal data, the data processor warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law.
C.5. Processing location
Processing of the personal data under the Clauses cannot be performed at other locations than the following without the data controller’s prior written authorisation:
AWS EU-West-1 Region (Ireland)
AWS EU-Central-1 Region (Frankfurt)
C.6. Instruction on the transfer of personal data to third countries
The data processor shall only disclose the personal data to a third party on documented instructions from the data controller. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data processor or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
the onward transfer is to a country benefiting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data processor with all the other safeguards under these Clauses, in particular purpose limitation.
C.7. Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor
The data processor shall promptly and adequately deal with enquiries from the data controller that relate to the processing under these Clauses.
The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data processor shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
The data processor shall make available to the data controller all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data controller’s request, allow for 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 audit, the data controller may take into account relevant certifications held by the data processor.
The data controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data processor and shall, where appropriate, be carried out with reasonable notice.
The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
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