Proton
Last modified: September 1, 2026

MSP Data Processing Agreement

This Data Processing Agreement ("Agreement") forms part of the Managed Services Provider Agreement (the "Principal Agreement") between Proton AG, Route de la Galaise 32, 1228 Plan-les-Ouates, Switzerland, Company identification number CHE-354.686.492 (referred to as the "Processor"), and the MSP identified in the Principal Agreement (referred to as the "Company", and which is to be understood as the managed services provider using the Services to provision, bill for, and support its own Managed Customers, regardless of its legal form).

This Agreement governs the specific requirements of Data Protection Laws to the extent that Company's use of the Services, including Company's provisioning of the Services to Managed Customers, implies the Processing of Personal Data subject to Data Protection Laws.

The term of this Agreement shall follow the term of the Principal Agreement. Terms not defined herein shall have the meaning set forth in the Principal Agreement.


WHEREAS

A) Company acts as a Data Controller, or, where a Managed Customer itself instructs the Processing of its own Personal Data, as a Data Processor on that Managed Customer's behalf (in either case, the "Controller").

B) Company wishes to subcontract certain Services, which imply the Processing of Personal Data, to Proton AG, acting as a Data Processor (the "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, including Regulation (EU) 2016/679 (the "GDPR") and the Swiss Federal Act on Data Protection ("FADP"), and other applicable Data Protection Laws.

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


IT IS AGREED AS FOLLOWS:

1. Definitions, Roles, and Scope

1.1 Definitions. Unless otherwise defined herein, capitalized terms have the meaning given in the Principal Agreement or, where not defined there, the following meaning:

  • "Company Personal Data" means any Personal Data related to Company, Company's Managed Customers, or their respective customers or employees, Processed in connection with the Principal Agreement.
  • "Contracted Processor" means a Subprocessor.
  • "Data Protection Laws" means the GDPR, the FADP, and, to the extent applicable, the data protection or privacy laws of any other country.
  • "Data Transfer" means (i) a transfer of Company Personal Data from Company to the Processor or a Contracted Processor, or (ii) an onward transfer of Company Personal Data from the Processor to a Subprocessor, or between two establishments of a Subprocessor.
  • "Managed Customer" has the meaning given in the Principal Agreement: an end-user entity to which Company provisions and delivers the Services as part of Company's own managed-service offering.
  • “Subprocessor” means any person appointed by or on behalf of Processor to Process Personal Data in connection with the Agreement.
  • The terms "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing", and "Supervisory Authority" have the same meaning as in the GDPR or other applicable Data Protection Law.

1.2 Roles of the Parties. As between Proton and Company, Company is the Controller (or, as applicable, the Processor acting on a Managed Customer's instructions) and Proton is the Processor, with respect to all Company Personal Data Processed under the Principal Agreement, including Personal Data of or relating to Managed Customers and their respective end users. This Agreement is the entire and exclusive data processing arrangement between Proton and any party in the Managed Customer chain. Proton has no direct contractual, Controller-Processor, or Processor-Subprocessor relationship with any Managed Customer, and no Managed Customer is a party to, or third-party beneficiary of, this Agreement. Company is solely responsible for its agreements with, and obligations to, its Managed Customers, including any data-protection terms Company owes them under applicable law or contract.

1.3 Company's downstream responsibility. Company shall enter into a written agreement with each Managed Customer that imposes data protection obligations on Company no less protective of that Managed Customer's Personal Data than the obligations Proton owes Company under this Agreement, to the extent applicable to the nature of the Services Company provides to that Managed Customer. Proton's obligations under this Agreement run solely to Company; Company remains solely liable to its Managed Customers for the Processing of their Personal Data, including for any acts or omissions of Proton, as between Company and its Managed Customers.

2. Processing of Company Personal Data

Processor shall:

  • comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
  • not Process Company Personal Data other than on Company's documented instructions, as set out below.

Company instructs Processor to Process Company Personal Data to:

  • provide the Services and related technical support to Company and, through Company, to Managed Customers;
  • fulfil legal obligations or resolve disputes;
  • exercise any internal task aimed at optimizing the security, privacy, confidentiality, and functionality of the Services; and
  • exercise internal reporting, financial reporting, and other similar internal tasks.

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 Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know or access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement and/or to comply with Data Protection Laws, and ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

In accordance with Article 32(1) GDPR, Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing. These measures are designed to protect the rights and freedoms of natural persons, considering the risks of varying likelihood and severity, including the risk of a Personal Data Breach. Company shall implement appropriate technical and organizational measures for its own Processing of Company Personal Data, including its administration of Managed Customer accounts through MSP Admin Licenses, and shall ensure that access to such accounts is limited to Company personnel who need it, protected by appropriate authentication controls, and promptly revoked when no longer required.

5. Subprocessing

Subject to this Agreement, Company grants general authorization to Processor to engage Subprocessors and to disclose or transfer Company Personal Data to them. Company acknowledges and approves the list of Subprocessors outlined in Processor's Privacy Policy, understanding that this list may be updated by Processor from time to time, in which case Company shall be informed according to the Privacy Policy notification process. Company further authorizes Processor to disclose and transfer Personal Data to any company within its corporate group. Processor shall ensure that Subprocessors are subject to an agreement with Processor no less restrictive and protective than this Agreement with respect to the protection of Company Personal Data, to the extent applicable to the nature of the services provided by that Subprocessor. For the avoidance of doubt, Company is not a Subprocessor of Proton and this Section does not apply to Company's own engagement of any Managed Customer or third party.

6. Data Subject Rights

Taking into account the nature of the Processing, Processor shall reasonably assist Company in fulfilling Company's obligations to respond to requests to exercise Data Subject rights under Data Protection Laws, including requests that Company receives from, or on behalf of, a Managed Customer or that Managed Customer's own end users.

Processor shall:

  • promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
  • ensure that it does not respond to that request except on the documented instructions of Company or as required by applicable law, in which case Processor shall, to the extent legally permitted, inform Company of that legal requirement before responding.

Company is solely responsible for responding to, and coordinating with any Managed Customer regarding, any Data Subject request relating to that Managed Customer's Personal Data; Processor has no obligation to identify or communicate with any Managed Customer directly.

7. Personal Data Breach

Processor shall manage any Personal Data Breach in compliance with applicable Data Protection Laws and its internal Personal Data Breach procedures. In the event of a Personal Data Breach affecting Company Personal Data, Processor shall notify Company without delay, providing sufficient information to enable Company to fulfil its own obligations under Data Protection Laws, including, where applicable, informing affected Managed Customers and Data Subjects. Processor shall cooperate with Company and take reasonable commercial steps as directed by Company to assist in the investigation, mitigation, and remediation of each such Personal Data Breach. Each Party shall bear the costs of investigation, remediation, mitigation, and other related costs to the extent a Personal Data Breach is caused by that Party. Each Party shall bear the costs of any fines, penalties, damages, or other related amounts imposed by a competent regulatory authority to the extent arising from that Party's own breach of its obligations under this Agreement. Company is solely responsible for breach notifications to its Managed Customers and their Data Subjects, and for the timing and content of those notifications.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to Company with data protection impact assessments and prior consultations with supervisory authorities that Company reasonably considers required by Article 35 or 36 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

On cessation of any Service involving the Processing of Company Personal Data, Processor shall delete all Company Personal Data to the extent permitted by applicable law and in accordance with Processor's Terms and Conditions and Privacy Policy. Should Company require a copy of Company Personal Data, it must request it before deletion; requests made after deletion can no longer be considered. On termination of the Principal Agreement, Company remains solely responsible for managing the deletion, return, or transition of any Managed Customer's Personal Data as between Company and that Managed Customer, consistent with Section 5.4 of the Principal Agreement (Transition assistance).

10. Audit Rights

Subject to this Section 10, Processor shall make available to Company, on request, all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Company or an auditor mandated by Company, in relation to the Processing of Company Personal Data by the Contracted Processors. Company shall not exercise its audit rights under this Section more than once per calendar year, except following a Personal Data Breach or an instruction by a regulatory authority. Company shall give Processor at least sixty (60) days' prior written notice of its intention to audit. The audit shall be conducted during Processor's business hours, shall not disrupt Processor's operations, and shall ensure the protection of Company's, Processor's, and other Data Subjects' Personal Data. The Parties shall mutually agree in advance on the date, scope, duration, and security and confidentiality controls applicable to the audit; Processor may require a non-disclosure agreement prior to the audit. Information and audit rights under this Section arise only to the extent this Agreement does not otherwise give Company information and audit rights meeting the relevant requirements of Data Protection Law. Where a Managed Customer requests information about Proton's Processing as part of Company's own due diligence obligations to that Managed Customer, Company may rely on this Section to obtain the necessary information from Processor and pass it on, but the Managed Customer itself has no independent audit right against Processor.

11. Data Transfer

To the extent possible, Processor shall only transfer or authorize the transfer of Company Personal Data to countries within Switzerland, the EU, and/or countries subject to an adequacy decision, as provided for in Article 45 GDPR and Article 16 of the Swiss FADP. If Company Personal Data Processed under this Agreement is transferred from Switzerland, the EU, or a country subject to an adequacy decision to a country outside that scope, the Parties shall ensure that the Personal Data is adequately protected, relying, unless otherwise agreed, on Switzerland-, EU-, and/or UK-approved and then-current standard contractual clauses, or other transfer mechanisms provided for by Data Protection Laws. Processor shall be authorized to perform such transfers to Subprocessors provided that adequate safeguards are implemented having regard to the nature of the transfer.

12. General Terms

12.1 Compliance with Applicable Laws. Processor will Process Company Personal Data in accordance with this Agreement and Data Protection Laws applicable to its role under this Agreement. Processor is not responsible for complying with Data Protection Laws solely applicable to Company, or to any Managed Customer, by virtue of their respective business or industry.

12.2 Confidentiality. Each Party shall keep confidential any information it receives about the other Party in connection with this Agreement, and shall not use or disclose it without the prior written consent of the other Party, except to the extent that (a) disclosure is required by law, or (b) the information is already in the public domain through no fault of the Parties.

12.3 Notices. Notices under this Agreement shall be given in accordance with the notice provisions of the Principal Agreement. Notices to Processor regarding data protection matters shall additionally be copied to legal@proton.ch

12.4 Liability. Each Party's liability arising out of or in connection with this Agreement is subject to, and capped in accordance with, the limitation of liability provisions of the Principal Agreement, including any specific cap set out therein for breaches of confidentiality and data protection obligations. Nothing in this Agreement limits either Party's liability for fines or penalties imposed directly on it by a competent supervisory authority arising from that Party's own breach of applicable Data Protection Laws. Company acknowledges that, as the sole Controller-facing party to its Managed Customers, Company bears sole responsibility for any liability Company incurs to a Managed Customer that exceeds what Company is able to recover from Processor under the Principal Agreement's liability cap.

12.5 Governing Law and Jurisdiction. This Agreement is governed by Swiss law, without regard to the choice or conflict of law provisions of any other jurisdiction, and disputes arising out of or in connection with this Agreement are subject to the exclusive jurisdiction of the courts of Geneva, Switzerland.

12.6 Order of precedence. In case of discrepancy between this Agreement and the Principal Agreement in respect of the Processing of Personal Data, this Agreement prevails, consistent with Section 10.1 of the Principal Agreement. In case of discrepancy between the English version of this Agreement and any translated version, the English version shall prevail.