Partner Data Processing Annex

Changed from version 2: clauses 1.1 and 1.2. The annex is accepted and changed like the partner agreement, and GPUwerk may place a renter on any Partner-premises Node, in the EEA or outside it.

This annex forms part of the GPUwerk Platform Partner Agreement between PRINT IT! SE ("GPUwerk") and the Partner. Words defined in that agreement have the same meaning here. It covers Partner-premises Nodes only. A Hosted Machine (Schedule A) and a Sent-in Machine (Schedule B) are housed and operated by GPUwerk in its datacenter in the Czech Republic, and this annex does not apply to them.

1. Acceptance and scope

1.1 The Partner accepts this annex with the partner agreement (its clause 1.3), and each new version of it as clause 11 of the partner agreement provides. GPUwerk records the version and SHA-256 of the text, the signer, the time and the IP address.

1.2 GPUwerk may place a renter on any Partner-premises Node, in the European Economic Area ("EEA") or outside it (partner agreement clause 4.6).

1.3 Part A applies to every renter instance on a Partner-premises Node from the Partner's acceptance. Part B applies in addition whenever that Node is outside the EEA.

PART A. PROCESSING FOR GPUWERK (ARTICLE 28 GDPR)

2. Roles

2.1 Renters ("Renters") decide what runs on their instances and are the controllers of any personal data they process there. GPUwerk is their processor under its data processing agreement published at https://gpuwerk.com/legal/dpa/ ("GPUwerk DPA").

2.2 For a Renter instance placed on one of its Nodes, the Partner is GPUwerk's sub-processor. Its processing consists only of hosting the Node that GPUwerk operates remotely: the machine, its physical custody, and its power and internet connection. Under Article 28(4) GDPR the Partner takes on the obligations of this Part A, which flow down those of the GPUwerk DPA.

2.3 Renters may process any data on the Partner tier, including personal data, and choose the location of each instance. These obligations apply whatever data an instance holds.

3. Instructions

3.1 The Partner processes Renter data only on GPUwerk's documented instructions. This annex and the partner agreement are those instructions: keep the Node powered, connected and enrolled, and do nothing else with what runs on it. The Partner has no other instruction to act on and does not access, read, copy, keep or analyse any Renter workload or data, for any purpose of its own or of anyone else.

3.2 If a law the Partner is subject to requires processing beyond these instructions, the Partner tells GPUwerk before processing, unless that law forbids it on important grounds of public interest. If the Partner considers an instruction to infringe data protection law, it tells GPUwerk at once.

4. Confidentiality

4.1 The Partner ensures that everyone it allows near a Node, including its staff, operators on its partner account and contractors, is bound to confidentiality, and keeps confidential anything it learns about a Renter instance, such as that a Node is rented and since when.

5. Security

5.1 The Partner keeps the measures of Annex II that are in its hands, and lets GPUwerk apply the rest, as clauses 3.1 to 3.4 of the partner agreement provide: the locked operating system with no local login or shell for the Partner, TPM attestation of the boot state, and no attempt to inspect, copy or interfere with any Renter workload or data.

5.2 The Partner does not tamper with a Node, its firmware, its install media or its operating system, and does not move a Node to another country without telling GPUwerk first.

6. Further sub-processors

6.1 The Partner engages no other processor for Renter data, and lets no third party host, repair or take custody of a Node while it is listed, without GPUwerk's specific prior written authorisation. None is authorised (Annex III). A repairer who takes a Node is a further sub-processor only if a Renter instance is on it; the Partner unlists the Node before handing it over.

7. Assistance

7.1 Taking into account that it has no access to Renter data, the Partner helps GPUwerk, as far as it reasonably can, to meet requests from data subjects and the duties of Articles 32 to 36 GDPR. It forwards to GPUwerk without delay any request, complaint or order about a Renter instance it receives, and does not answer it itself unless GPUwerk agrees.

8. Deletion at the end

8.1 When a rental ends, GPUwerk deletes the instance's workspace key and wipes the Node before the next Renter, as clause 5.5 of the partner agreement and Annex II describe. The Partner keeps no copy of any Renter data and does not prevent or delay that wipe. When a Node leaves the platform, GPUwerk deletes its keys, and the Partner restores the stock operating system with the manufacturer's recovery medium (clause 3.5 of the partner agreement), which erases the Node's storage.

9. Audits and information

9.1 The Partner gives GPUwerk the information it needs to show that these obligations are met, answers GPUwerk's written questions within 14 days, and allows and contributes to audits by GPUwerk or an auditor GPUwerk mandates. Remote checks (TPM attestation, the Node's reports and photos of the Node in place) come first; an inspection of the premises where a Node is kept takes place only where those are not enough, during business hours, with at least 14 days' notice.

10. Personal data breaches

10.1 The Partner notifies GPUwerk at [email protected] without undue delay, and at the latest within 24 hours, after it becomes aware of anything that may be a personal data breach affecting a Node or a Renter instance: in particular a Node lost, stolen, opened or tampered with, a Node or its disk accessed by someone else, or an order from an authority to hand over a Node or its data. It says what it knows and adds the rest as it learns it, and helps GPUwerk to contain the breach. GPUwerk notifies the Renters concerned under the GPUwerk DPA.

11. Liability

11.1 Article 82 GDPR governs liability for damage caused by processing in breach of data protection law. Between GPUwerk and the Partner, the cap in clause 10.2 of the partner agreement does not apply to a breach of this annex caused intentionally or by gross negligence.

PART B. TRANSFERS OUTSIDE THE EEA: STANDARD CONTRACTUAL CLAUSES

12. Incorporation

12.1 For every Renter instance on a Partner-premises Node outside the EEA, GPUwerk and the Partner conclude the standard contractual clauses for the transfer of personal data to third countries annexed to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (the "SCCs"), Module Three (transfer processor to processor), which are incorporated into this annex by reference, with the choices in clause 13 and Annexes I to III below. The official text is published at https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32021D0914

12.2 GPUwerk is the data exporter. The Partner is the data importer.

12.3 Where a Node is in a country covered by a European Commission adequacy decision, the SCCs still apply between the parties as contractual commitments.

12.4 In the event of a conflict between the SCCs and any other part of this annex or the partner agreement, the SCCs prevail (SCC Clause 5). Nothing in this annex or the partner agreement restricts the SCCs or the rights of data subjects under them.

13. The SCC options

13.1 Clause 7 (docking clause): included.

13.2 Clause 9(a): Option 1, specific prior authorisation. The data importer engages no sub-processor without the data exporter's specific prior written authorisation, requested at least 30 days in advance. No sub-processor is authorised (Annex III).

13.3 Clause 11(a): the optional language is not used.

13.4 Clause 13: the competent supervisory authority is the Czech Office for Personal Data Protection (Úřad pro ochranu osobních údajů, ÚOOÚ), Pplk. Sochora 27, 170 00 Praha 7, Czech Republic (Annex I.C).

13.5 Clause 17: Option 1. The SCCs are governed by the law of the Czech Republic.

13.6 Clause 18: disputes arising from the SCCs are resolved by the courts of the Czech Republic, in Prague.

14. Local laws and government access (SCC Clauses 14 and 15)

14.1 The Partner warrants that, having taken into account the law and practice of the country where each of its Nodes is located, including any requirement to disclose data to public authorities or to allow them access, it has no reason to believe that those laws prevent it from fulfilling its obligations under the SCCs.

14.2 The Partner notifies GPUwerk promptly, and at the latest within 24 hours, if it has reason to believe that it is or has become subject to laws or practices that do not allow it to meet the SCCs, including after a change of law or a move of a Node, and of any request from a public authority for a Node or for data on it (SCC Clause 15). GPUwerk may then stop placing Renters on the Node, and the Partner unlists it if GPUwerk asks.

14.3 GPUwerk has assessed the transfer under SCC Clause 14 and documented that assessment. It takes into account the safeguards of Annex II and that a Renter places an instance outside the EEA only by choosing that location, with the Node's country shown before it deploys. GPUwerk makes it available to the competent supervisory authority on request, and reviews it for each country in which a Node is located.

ANNEX I. DESCRIPTION OF THE TRANSFER

A. List of parties

Data exporter: PRINT IT! SE, VAT ID CZ06960090, operating the GPUwerk service. Address and contact details: as published at https://gpuwerk.com/legal/imprint/. Activities: providing dedicated GPU compute to Renters. Role: processor for its Renters; data exporter. Signature and date: the acceptance recorded under clause 1.1.

Data importer: the Partner, as identified in its partner account on platform.gpuwerk.com, with the legal name, address and contact details stated there. Activities: hosting Partner-premises Nodes that GPUwerk operates remotely. Role: sub-processor of GPUwerk; data importer. Signature and date: the Partner's acceptance recorded under clause 1.1.

B. Description of the transfer

Categories of data subjects and of personal data: whatever Renters process on their instances, which neither GPUwerk nor the Partner sees. This may include personal data of any category the Renter chooses to process.

Sensitive data: the Renter decides; special categories of data are not excluded. Restrictions and safeguards: those of Annex II.

Frequency: continuous, for as long as a rental runs on a Node outside the EEA.

Nature of the processing: hosting a compute Node that GPUwerk operates remotely. The data importer provides the machine, its physical custody, and its power and internet connection, and does not access the data.

Purpose: performing the Renter's instance on the Node.

Retention: for as long as the rental lasts, including while its instance is stopped with its workspace kept on the Node, and after a forfeit for the 24 hours of clause 5.5 of the partner agreement. GPUwerk then wipes the workspace and deletes its key.

Transfers to sub-processors: none (Annex III).

C. Competent supervisory authority

The Czech Office for Personal Data Protection (Úřad pro ochranu osobních údajů, ÚOOÚ), Pplk. Sochora 27, 170 00 Praha 7, Czech Republic.

ANNEX II. TECHNICAL AND ORGANISATIONAL MEASURES

Measures GPUwerk applies to every Partner-premises Node:

1. Locked operating system. Enrolling a Node wipes its storage and installs GPUwerk's operating system, which GPUwerk operates remotely. Every interactive account is locked, local console logins and the desktop are off, and SSH is open only on the tunnel, only to GPUwerk's operators, with short-lived certificates. The Partner has no login or shell.

2. TPM-attested boot. The Node's TPM proves its boot state to GPUwerk at registration and on every boot. The Node's own secrets, such as its tunnel key, and its container storage are on LUKS2-encrypted volumes that open only after that check passes. If the boot measurements change, GPUwerk suspends the Node.

3. Workspace encryption per rental. Each rental's /workspace is its own LUKS2 volume with its own random 256-bit key. The key is held only by GPUwerk's control plane, which releases it only to that Node, wrapped to that Node's TPM, after a TPM check made for that instance. Ending the rental deletes the key, so the volume can no longer be opened. Swap is off and core dumps are disabled.

4. Network. The instance's traffic crosses the Partner's line inside an encrypted WireGuard tunnel to GPUwerk and reaches the internet from GPUwerk's network. The instance cannot reach the Partner's local network.

5. One Renter at a time. A Node runs one Renter instance at a time and is wiped between Renters.

6. Data minimisation. The Partner is not told who a Renter is. Its console shows only that a Node is rented, since when, the hours and its earnings.

7. Organisational. GPUwerk vets each Partner and checks it against sanctions lists, suspends a Node at once on suspected tampering, limits operator access to what each role needs, and offers the Partner tier with no SLA.

Measures the Partner applies:

8. Physical access. The Partner keeps each Node at premises it controls, lets only persons it has authorised and bound to confidentiality (clause 4) near it, keeps it out of public or shared spaces where it reasonably can, and does not open, image or connect anything to it other than power and network.

9. Notice. The Partner reports loss, theft, tampering or an authority's request under clause 10, and a planned move of a Node before it happens.

Limits that remain:

10. The Partner has physical access to the Node. Whoever holds a machine controls its firmware and its install media, and the TPM measurements cover the boot chain, not everything that runs afterwards. The locked system deters casual access; it cannot stop a determined owner.

11. The encryption protects a workspace while its volume is closed. While it is open, for example while the instance runs, its data is readable on the Node, including in memory. GPUwerk tells Renters before they deploy that the Partner has physical access to the Node, so that they can choose a location and machine suited to their data.

ANNEX III. LIST OF SUB-PROCESSORS

No sub-processors are authorised.