DATA PROCESSING AGREEMENT
Last Updated: September 2025
This Data Processing Agreement ("Agreement") forms part of the Contract for Services ("Principal Agreement").
WHEREAS
- The Customer acts as a Data Controller.
- The Customer wishes to use Weaviate's services which involve the processing of personal data.
- The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the GDPR.
- The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions
- Agreement means this Data Processing Agreement and all Schedules.
- Data Controller Personal Data means any Personal Data Processed by a Contracted Processor on behalf of the Data Controller pursuant to or in connection with the Principal Agreement.
- Contracted Processor means a Subprocessor.
- Data Protection Laws means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.
- EEA means the European Economic Area.
- EU Data Protection Laws means EU Directive 95/46/EC as transposed into domestic legislation of each Member State and as amended, replaced, or superseded from time to time including by the GDPR and laws implementing or supplementing the GDPR.
- GDPR means EU General Data Protection Regulation 2016/679.
- Data Transfer means: (A) a transfer of Data Controller Personal Data from the Data Controller to a Contracted Processor; or (B) an onward transfer of Data Controller Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case where such transfer would be prohibited by Data Protection Laws.
2. Processing of Company Personal Data
- The Processor shall comply with all applicable Data Protection Laws in the Processing of Company Personal Data and not Process Company Personal Data other than on the relevant Company’s documented instructions.
3. Security
- 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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
- In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
4. Subprocessing
- The Processor shall not engage, appoint, or disclose any Personal Data of the Company to any Subprocessor without informing the Company in advance via our company website and blog. The Company, upon being informed may object to the appointment of that Subprocessor. Notwithstanding the foregoing, the Subprocessors listed at www.weaviate.io/subprocessors are hereby pre-approved by the Company upon the execution of this Agreement.
5. Data Subject Rights
- Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
- Processor shall promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
6. Personal Data Breach
- Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
- Processor shall cooperate with the Company and take reasonable commercial steps as directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
7. Data Protection Impact Assessment and Prior Consultation
- Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
8. Deletion or Return of Company Personal Data
- Processor shall promptly and in any event within 30 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.
9. Data Transfer
- If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
10. Customer Obligations
- Customer shall not include, and shall ensure that its users do not include, any Personal Data in metadata fields such as organization, cluster, tenant, or collection names, or in any other similar service identifiers. The Customer acknowledges that such metadata is not intended for the storage or processing of Personal Data and shall remain responsible for ensuring compliance with this requirement.
11. Governing Law and Jurisdiction
- This Agreement is governed by the laws of The Netherlands. Any dispute arising in connection with this Agreement which the Parties will not be able to resolve amicably will be submitted to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands.