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DATA PROCESSING AGREEMENT​

Last Updated: November 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 Company Personal Data.
  • The Parties agree to this data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the GDPR.
  • The Parties set out their rights and obligations.

IT IS AGREED AS FOLLOWS:


1. Definitions​

  1. The following terms, when used in this Agreement will have the following meanings:
  • 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;
  • Company Personal Data means Personal Data processed by Data Processor as instructed by the Customer, where the Personal Data is uploaded or provided to the Weaviate database service by the Customerr, or Personal Data belonging to the Customer and the Customer’s business operation.
  • 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;
  • Data Protection Laws means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
  • 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 (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
  • 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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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;
  • Services means the Weaviate Cloud Services that Weaviate provides to the Customer.
  • Subprocessor means any person appointed by or on behalf of the Data Processor to process Personal Data on behalf of the Customer in connection with the Agreement.
  1. The terms “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach” and “Processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data​

  1. The Data Processor shall:
    1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
    2. not process Company Personal Data other than on the relevant Customer’s documented instructions.
    3. the Customer instructs Data Processor to process Company Personal Data.

3. Data Processor Personnel​

  1. Data Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security​

  1. 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, Data 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.
  2. In assessing the appropriate level of security, the Data Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing​

  1. The Data Processor shall not engage, appoint, or disclose any Personal Data of the Customer to any Subprocessor without the express written consent of the Customer. Notwithstanding the foregoing, the Subprocessors listed at www.weaviate.io/subprocessors are hereby pre-approved by the Customer upon the execution of this Agreement.

6. Data Subject Rights​

  1. Taking into account the nature of the Processing, Data Processor shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
  2. Data Processor shall:
    1. promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
    2. ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Data Processor is subject, in which case Data Processor shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach​

  1. Data Processor shall notify Customer without undue delay upon Data Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  2. Data Processor shall cooperate with the Customer and take reasonable commercial steps as directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation​

  1. Data Processor shall notify Customer without undue delay upon Data Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  2. Processor shall cooperate with the Customer and take reasonable commercial steps as directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9. Deletion or Return of Company Personal Data​

  1. 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.

10. Data Transfer​

  1. 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.

11. Customer Obligations​

  1. Customer shall not include, and shall ensure that its users do not include, any Company 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 Company Personal Data and shall remain responsible for ensuring compliance with this requirement.

12. Governing Law and Jurisdiction​

  1. This Agreement is governed by the laws of "The Netherlands".
  2. 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.