- Who is who
- You are the controller, Zernio is the processor (Article 28 GDPR).
- How it applies
- Part of our Terms of Service, from the day you accepted them. No signature needed.
- Subprocessors
- Listed publicly, with notice before any change.
This Data Processing Agreement ("Agreement") forms part of the Zernio Terms of Service (the "Principal Agreement") between the customer that has accepted the Principal Agreement (the "Company") and ZERNIO SOFTWARE SL (VAT ESB88719281), Carrer de Mallorca 2A, 17230 Palamós, Girona, Spain (the "Data Processor"), together the "Parties". It applies automatically from the date the Company accepted the Principal Agreement and needs no separate signature.
WHEREAS
- The Company acts as a Data Controller.
- The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
- 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).
- The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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: 1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or 1.1.8.2 an 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);
- 1.1.9 "Services" means the services the Data Processor provides to the Company under the Principal Agreement, as described in Schedule 1;
- 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.
1.2 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.
2. Processing of Company Personal Data
2.1 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.
2.2 The Company instructs Processor to process Company Personal Data.
3. Processor Personnel
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
4.1 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, 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.
4.2 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.
5. Subprocessing
5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.
6. Data Subject Rights
6.1 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 obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 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; and 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.
7. Personal Data Breach
7.1 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.
7.2 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.
8. 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.
9. Deletion or return of Company Personal Data
9.1 Subject 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.
9.2 Processor shall provide written certification to Company that it has fully complied with this section 9 within 10 business days of the Cessation Date.
10. Audit rights
10.1 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.
10.2 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.
11. Data Transfer
11.1 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.
12. General Terms
12.1 Confidentiality. 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.
12.2 Notices. 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, or for the Company the email address of its Zernio account, or at such other address as notified from time to time by the Parties changing address.
13. Governing Law and Jurisdiction
13.1 This Agreement is governed by the laws of Spain.
13.2 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 Girona, Spain, subject to possible appeal to the Audiencia Provincial de Girona (Spain).
Schedule 1: Details of Processing
Subject matter of the Processing. The provision by the Data Processor of the Zernio platform: APIs and a dashboard for scheduling and publishing social media posts, media handling, account and profile management, posting queues, analytics retrieval, inbox management of direct messages, comments and reviews, advertising management, and sending and receiving messages and calls over WhatsApp, SMS, RCS, iMessage and voice.
Duration of the Processing. The term of the Principal Agreement, plus the deletion period set out in section 9 of this Agreement.
Nature and purpose of the Processing. Hosting, storage, transmission, and display of Company Personal Data as necessary to schedule and publish content to, and retrieve engagement data and messages from, the social media platforms connected by the Company (including X, Instagram, TikTok, LinkedIn, Facebook, YouTube, Threads, Reddit, Pinterest, Bluesky, Google Business Profile, Telegram, WhatsApp, and Snapchat), and to send and receive the messages and calls the Company instructs.
Categories of Personal Data. Account and contact data of the Company's personnel and users (such as names and email addresses); social media account identifiers and OAuth access tokens; post content and media submitted for publication; engagement and analytics data; direct messages, comments, and reviews retrieved from connected accounts; phone numbers, message content and call records; each of which may contain personal data of end users.
Categories of Data Subjects. The Company's personnel and authorized users; the Company's customers and end users; and people who interact with the social media accounts, phone numbers and messaging channels connected by the Company.
Schedule 2: Authorized Subprocessors
The Company grants its prior written authorization (for the purposes of sections 5.1 and 11.1 of this Agreement) to the Data Processor's engagement of the subprocessors listed at zernio.com/subprocessors. Certain subprocessors may process data outside the EU/EEA; in that case the Parties rely on EU Standard Contractual Clauses or an applicable adequacy decision, in accordance with section 11 of this Agreement.
The Data Processor will publish any intended addition or replacement of subprocessors on that page at least 14 days before it takes effect, and will send the notice by email to anyone who subscribes as that page explains. The Company may object on reasonable data protection grounds within that period. The social media platforms and messaging networks to which the Company instructs content to be published or sent (and from which data is retrieved) act as independent controllers of the data they process and are not subprocessors of the Data Processor.
Schedule 3: Technical and Organizational Security Measures
The Data Processor implements and maintains the following technical and organizational measures, which are covered by its SOC 2 Type 2 examination (Security, Confidentiality, and Availability trust services criteria). The current attestation report is available to customers through the Data Processor's trust portal (trust.zernio.com).
Encryption and data protection
- Encryption of Company Personal Data in transit and at rest.
- Encrypted backups, monitored for completion, with access restricted to key personnel.
- Documented data retention and data disposal procedures.
Access control
- Role-based access control on a least-privilege basis, with access split into admin, user, and no-access roles.
- User access reviews performed at least annually; separation of duties for sensitive roles and functions.
- Access deprovisioned within 1 business day of personnel termination.
Network and application security
- Production ingress restricted to HTTPS connections to designated endpoints, with platform-level firewalling of application containers.
- Intrusion detection systems to prevent and identify potential attacks from outside the system boundary.
- Vulnerability scanning of source code, open-source dependencies, and internal and external networks, with internal SLAs for remediation, and annual penetration testing.
- Documented SDLC and change-management procedures: development and testing in environments logically separated from production, management approval before deployment, and version control with rollback capability.
Incident management and continuity
- Documented incident response plan covering identification, reporting, and response to security and data privacy incidents, including breach notification procedures (see section 7 of this Agreement).
- Business continuity and disaster recovery plans; continuous system performance and availability monitoring with automated replacement of failed application containers.
Personnel and organizational controls
- Background checks as a component of the hiring process.
- Confidentiality and non-disclosure undertakings for all employees, contractors, and relevant third parties.
- Security awareness training completed within 30 days of hire; information security policies reviewed at least annually.
- Vendor management program, including at least annual review of subprocessors' attestation reports and risk analyses.
Signed copy
Nothing needs to be signed for this Agreement to apply. If your records need a signed copy anyway, save this page as a PDF, fill in your company's details and sign. There is no need to send it back to us.
This version replaces the version dated July 2, 2026.