Data Processing Agreement

This Neutrino API Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the Neutrino API Services under the Neutrino API Terms of Service (“Principal Agreement“)


(A) Your company acts as a Data Controller.

(B) Your company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the GDPR’s data protection framework in relation to data processing.

(D) The Parties wish to lay down their rights and obligations.

(E) These Clauses apply to the processing of personal data as specified in Annex 2.

(F) Neutrino API services implement technical and organizational measures as specified in Annex 3.


  1. 1.Definitions and Interpretation
  2. 1.1Unless otherwise defined herein, capitalized terms and expressions used in this DPA shall have the following meaning:
    1. 1.1.2"Company Personal Data" means any Personal Data Processed by a Contracted Processor on Controller's behalf pursuant to or in connection with the Principal Agreement;
    2. 1.1.3"Contracted Processor" means a Subprocessor;
    3. 1.1.4 "Data Protection Laws" means, as applicable: European Data Protection Laws (EU GDPR means Regulation (EU) 2016/679), UK Data Protection Laws (UK GDPR), New Zealand Privacy Act 2020, and the data protection or privacy laws of any other country;
    4. 1.1.5"EEA" means the European Economic Area;
    5. 1.1.6 "EU Data Protection Laws" mean 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, repealing Directive 95/46/EC (General Data Protection Regulation);
    6. 1.1.7 "GDPR" means, as applicable: the EU General Data Protection Regulation 2016/67 and/or the UK GDPR as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019;
    7. 1.1.8"Data Transfer" means:
    8. transfer of Company Personal Data from Controller to a Contracted Processor; or
    9. onward transfer of Company 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);
    10. 1.1.9"Services" means API services hosted by Neutrino API;
    11. 1.1.10 "Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of Controller in connection with the Agreement.
  3. 1.2The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
  4. 2.Processing of Company Personal Data
  5. 2.1Processor shall:
    1. 2.1.1comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
    2. 2.1.2not process Company Personal Data other than on Controller's documented instructions.
  6. 2.2Controller instructs Processor to process Company Personal Data to provide the Services and related technical support.
  7. 3.Processor Personnel
  8. Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to 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.
  9. 4.Security
  10. 4.1Taking 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.
  11. 4.2In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
  12. 5.Subprocessing
  13. 5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor without general written authorisation from the Controller. The Processor shall remain responsible for all acts or omissions of any subprocessors appointed by it pursuant to this DPA. We have currently appointed, as Subprocessors, the third parties listed in ANNEX 1 of this DPA.
  14. 6.Data Subject Rights
  15. 6.1Taking into account the nature of the Processing, Processor shall assist Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Controller obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
  16. 6.2Processor shall:
  17. 6.2.1promptly notify Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
  18. 6.2.2ensure that it does not respond to that request except on the documented instructions of Controller 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 Controller of that legal requirement before the Contracted Processor responds to the request.
  19. 7.Personal Data Breach
  20. 7.1Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  21. 7.2Processor shall co-operate with Controller and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
  22. 8.Data Protection Impact Assessment and Prior Consultation
  23. 8.1Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller 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.
  24. 9.Deletion or return of Company Personal Data
  25. 9.1Subject to this section 9 Processor shall promptly and in any event within 10 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.
  26. 9.2Processor shall provide written certification to Controller that it has fully complied with this section 9 within 10 business days of the Cessation Date.
  27. 10.Audit rights
  28. 10.1Subject to this section 10, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Controller or an auditor mandated by Controller in relation to the Processing of the Company Personal Data by the Contracted Processors.
  29. 10.2Information and audit rights of Controller only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
  30. 11.Data Transfer
  31. 11.1The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) or the UK.
  32. 12General Terms
  33. 12.1Confidentiality. Each Party must keep any information it receives about the other Party and its business in connection with this Agreement ("Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
  34. (a)disclosure is required by law;
  35. (b)the relevant information is already in the public domain.
  36. 12.2Notices. All notices and communications given under this Agreement must be in writing and will be sent by email. Controller shall be notified by email sent to the address related to its use of the Service under the Principal Agreement.
  37. 13.Governing Law and Jurisdiction
  38. 13.1This Agreement is governed by New Zealand law.
  39. 13.2Any 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 New Zealand.

ANNEX 1 - List of Subprocessors

These core infrastructure Subprocessors are utilized based on the location of your originating servers. This is achieved using IP Anycast technology to automatically route your API requests to the closest physical data center in relation to your servers.

Sub-ProcessorPurposeData Center Locations
Google Cloud PlatformHosting & InfrastructureGermany, Netherlands, USA
Amazon Web ServicesHosting & InfrastructureGermany, London, USA
Microsoft AzureHosting & InfrastructureLondon, Netherlands, USA

ANNEX 2 - Description of the processing

Categories of data subjects whose personal data is processed:

You may submit Personal Data in the course of using the API service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects: Customers, Employees and Suppliers.

Categories of personal data processed:

You may submit Personal Data to the API Service, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:
  1. 1. Contact Information
  2. 2. Any other Personal Data submitted by you, or your end users, via the API service.
Nature of the processing:

Personal Data will be Processed in accordance with the Principal Agreement (including this DPA) and may be subject to the following processing activities:
  1. 1. Processing necessary to provide the API services provided to you; and/or
  2. 2. Disclosure in accordance with the Principal Agreement and/or as compelled by applicable laws.
Purpose(s) for which the personal data is processed on behalf of the controller:
  1. 1. We will process Personal Data as necessary to provide the API service pursuant to the Principal Agreement.
Duration of the processing:

Personal Data is kept in volatile server memory only for the duration required to execute and process any API request and is then discarded immediately after. This duration typically ranges from 0.1 to 30 seconds depending on the performance of the specific API service endpoint being called.

ANNEX 3 - Technical and organizational measures to ensure the security of data

1. Recognizing the importance of information security to our business and the importance of personal data to our prospective and current customers, we endeavor to put in place appropriate organizational and technical measures to protect that data at all times.

2. All personal data we hold on our servers is fully encrypted at rest and during transit using high grade encryption standards (TLS and AES-256).

3. We employ limited data retention policies, any data sent to the API is briefly kept in volatile server memory for the execution of the API request and is then discarded immediately after. Additionally, no logs are ever used to log customer supplied data.

4. Our systems are monitored using an intrusion detection system (IDS) including full file-system integrity checking. This covers all our running systems including production, staging and developer machines.

5. Our systems are protected with Secure Boot and vTPM to validate pre-boot and boot integrity.

6. Our systems and infrastructure accounts are secured using multi-factor authentication (MFA) at all layers which support this.

7. We regularly audit and scan all systems using the complete suit of OpenVAS vulnerability scanning tools.

8. We regularly test our disaster recovery (DR) systems by performing controlled multi-region fail-over tests.

9. Staff actions are centrally logged ensuring accountability and for incident analysis.

10. Server logs are centrally managed and monitored allowing full system visibility at all times and automatic anomaly detection.

11. All production systems employ continuous testing using a large set of test suites ensuring quality, integrity, availability and resilience of our services.

12. Our systems are distributed and available across multiple cloud providers and data center regions.