This Data Processing Agreement ("Agreement") is entered into effective as of the date you access Nova Intelligence's Services and forms part of the Contract for Services ("Principal Agreement") between
Nova AI Software, Inc. Palo Alto, California, United States (the "Company")
and
You, the Customer, or any organization accessing Nova Intelligence's Services (the "Data Processor" or "Service User")
(together as the "Parties")
This Agreement is pre-signed on behalf of Nova AI Software, Inc. and applies to all current and future users of Nova Intelligence's platform and services. By accessing or using Nova Intelligence's services, you automatically agree to be bound by the terms of this Data Processing Agreement.
(A) The Company acts as a Data Controller.
(B) The 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 requirements of the current legal framework in relation to data processing and with the 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).
(D) The Parties wish to lay down their rights and obligations.
Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;
1.1.2 "Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3 "Contracted Processor" means a Subprocessor;
1.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 "EEA" means the European Economic Area;
1.1.6 "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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 "GDPR" means EU General Data Protection Regulation 2016/679;
1.1.8 "Data Transfer" means:
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);
1.1.9 "Services" means the AI-powered SAP system analysis, documentation, fit-to-standard analysis, and Clean Core transformation services the Company provides;
1.1.10 "Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
The 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.
For purposes of this Agreement, "you," "your," and "Service User" refer to any individual, organization, company, or entity accessing or using Nova Intelligence's services, regardless of their data processing role. This Agreement applies uniformly to all Service Users and automatically binds them upon access to or use of Nova Intelligence's services.
Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.1.2 not Process Company Personal Data other than on the relevant Company's documented instructions.
The Company instructs Processor to process Company Personal Data for the purpose of providing the Services as described in the Principal Agreement. Company Personal Data may include but is not limited to:
By using Nova Intelligence's services, you authorize and instruct Nova Intelligence to process personal data as necessary to deliver the Services described herein, including analysis of your SAP systems, generation of documentation, and identification of optimization opportunities.
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.
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, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.
Authorized Subprocessors:
The Company authorizes the Processor to engage the following Subprocessors for the provision of the Services:
Processor shall provide the Company with thirty (30) days' notice prior to any change to the list of authorized Subprocessors, including the addition or replacement of any Subprocessor. The Company may object to the use of any new Subprocessor by notifying Processor in writing within fifteen (15) days of receiving notice. If the Company objects on reasonable grounds relating to data protection, Processor shall either not engage the new Subprocessor or the Company may, without liability, cease the use of the affected Services.
Processor shall ensure that Subprocessors are bound by equivalent data protection obligations to those set out in this Agreement through appropriate data processing agreements or contractual provisions.
Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company's obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
Processor shall:
6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data;
6.2.2 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.
Processor shall notify Company without undue delay and in no case later than seventy-two (72) hours 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 co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
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.
Subject to this section 9, Processor shall promptly and in any event within ten (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, unless applicable law requires storage of the personal data.
Processor shall provide written certification to Company that it has fully complied with this section 9 within ten (10) business days of the Cessation Date.
Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.
Information and audit rights of the Company 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.
Processor shall provide the Company, upon reasonable notice, with access to relevant personnel, documentation, systems, and facilities to enable the Company to conduct compliance audits.
The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company.
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 or other appropriate safeguards as permitted under the GDPR.
For transfers to the United States, Processor shall implement appropriate safeguards including but not limited to Standard Contractual Clauses, Binding Corporate Rules, or participation in adequacy decision frameworks.
Each Party must keep this Agreement and 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:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain;
(c) disclosure is necessary for the performance of this Agreement.
All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
This Agreement may only be amended with the prior written consent of both Parties. Any amendments shall be in writing and signed by authorized representatives of both Parties.
This Agreement constitutes the entire data processing agreement between the Parties relating to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.
This Agreement is governed by the laws of California, United States, and the laws of the European Union where applicable.
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 California, United States, subject to possible appeal to the United States Court of Appeals for the Ninth Circuit.
Notwithstanding the above, any Party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm.
This Agreement is pre-signed and executed on behalf of Nova AI Software, Inc. as of the date indicated below and is applicable to all users of Nova Intelligence's services and platform.
By accessing or using Nova Intelligence's services, you (the "Data Processor" or "Service User") acknowledge and agree to be bound by the terms and conditions set forth in this Data Processing Agreement.
Authorized Representative Signature and Pre-Signature
Signature: Electronically Pre-Signed
Name: Nova AI Software, Inc. - Authorized Signatory
Title: Chief Data Protection Officer / Legal Counsel
Date Signed: [Current Date and ongoing for all Service Users]
Address: Palo Alto, California, United States
By accessing or using Nova Intelligence's services, you hereby acknowledge and accept the terms of this Data Processing Agreement. No separate signature is required. This pre-signed agreement automatically applies to you as of the date you first access or use Nova Intelligence's services.
If you have any questions about this Data Processing Agreement or Nova Intelligence's data protection practices, please contact our Data Protection Officer at [insert contact information].
Subprocessor
Purpose
Location
Contact
AWS (Amazon Web Services)
Cloud infrastructure and data hosting
Cloud Infrastructure, Local Instances
privacy@aws.com
Anthropic Claude
AI-powered code analysis and documentation
United States
privacy@claude.com
Gmail
Customer communications and correspondence
Cloud Infrastructure, Local Instances
privacy@google.com
HubSpot CRM
Customer relationship management
United States
privacy@hubspot.com
Microsoft Teams
Customer connection channels and collaboration
Cloud Infrastructure, Local Instances
privacy@microsoft.com
Data Controller: Nova AI Software, Inc.
Data Processor: Service User / Customer (all organizations and individuals accessing Nova Intelligence's services)
Subject Matter of Processing: AI-powered analysis, documentation, and optimization of SAP systems, including code analysis, fit-to-standard analysis, and Clean Core transformation services
Duration of Processing: For the term of your use of Nova Intelligence's services and as necessary to fulfill obligations
Nature and Purpose of Processing:
Types of Personal Data:
Categories of Data Subjects:
Technical and Organizational Security Measures: