Data Processing Addendum to the Prefect Cloud Terms and Conditions
EFFECTIVE DATE: April 17, 2026
This Data Processing Addendum (this "Addendum") forms part of, and is incorporated into, the Prefect Terms and Conditions (the "Agreement") for the provision of Prefect services (as amended from time to "Prefect" or "Company") and the customer entity that is a party to the Agreement ("Client"). We may update this Addendum from time to time, and we will provide reasonable notice of any such updates. Any terms not defined in this Addendum shall have the meanings set forth in the Agreement.
"Affiliate" means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
"Client Account Data" means personal data that relates to Client's relationship with Company, including the names or contact information of individuals authorized by Client to access Client's account and billing information of individuals that Client has associated with its account. Client Account Data also includes any data Company may need to collect for the purpose of managing its relationship with Client, identity verification, or as otherwise required by applicable laws and regulations.
"Client Usage Data" means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
"Data Exporter" means Client.
"Data Importer" means Company.
"Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data (in each case, as updated, amended or replaced from time to time) including:
The terms "Data Subject", "Personal Data", "Personal Data Breach", "processing", "processor," "controller," and "supervisory authority" shall have the meanings set forth in the GDPR and include analogous meanings under US Data Protection Laws.
"EU SCCs" means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).
"ex-EEA Transfer" means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the "EEA"), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
"ex-UK Transfer" means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the "UK"), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
"Services" shall have the meaning set forth in the Agreement.
"Standard Contractual Clauses" means the EU SCCs and the UK SCCs.
"Sub-Processor" means a third-party who has a need to know or otherwise access Client's Personal Data to enable Company to perform its obligations under this Addendum or the Agreement.
"UK SCCs" means the Standard Contractual Clauses, as supplemented by the UK SCCs Addendum.
"UK SCCs Addendum" means the template International Data Transfer Addendum issued by the UK Information Commissioner's Office (the "ICO") and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as incorporated into this Addendum pursuant to Section 6.4 below.
The parties acknowledge and agree that with regard to the processing of Personal Data, Client may act either as a controller or processor and, except as expressly set forth in this Addendum or the Agreement, Company is a processor. Client shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Client shall ensure that the processing of Personal Data in accordance with Client's instructions will not cause Company to be in breach of the Data Protection Laws. Client is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Client, (ii) the means by which Client acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data. Client shall not provide or make available to Company any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services.
Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Addendum or any other documented instructions provided by Client, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by a Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Client hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Client in its use of the Services.
The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Addendum.
Following completion of the Services or at any time during the term of Client's Services subscription, at Client's choice, Company shall return or delete Client's Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Client and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.5 of the Standard Contractual Clauses shall be provided by Company to Client only upon Client's request.
US Data Protection Laws. Except with respect to Client Account Data and Client Usage Data, the parties acknowledge and agree that Company is a service provider for the purposes of the US Data Protection Laws (to the extent it applies) and is receiving personal information from Client in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. Company shall not sell, share, disclose, release, transfer, make available or otherwise communicate any such personal information to another business or third party without Client's prior written consent unless and to the extent that such disclosure is made to a service provider for a business purpose, and subject to the requirements in Section 4.4 below. Notwithstanding the foregoing, nothing in this Addendum shall restrict Company's ability to disclose Client personal Information to comply with applicable laws; provided that if such disclosure is required, Company will promptly notify Client of the request for disclosure unless such notification is prohibited by applicable law or a legally binding order The terms "personal information," "service provider," "sale," "sell" and "share" are as defined in Section 1798.140 of the California Privacy Rights Act and include analogous meanings in other US Data Protection Laws. For purposes of this Addendum "service provider" has the same meaning as "Sub-Processor". Company certifies that it understands the restrictions of this Section 2.5.
Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company's confidentiality obligations in the Agreement. Client agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this Addendum, the Agreement, or the provision of Services to Client.
Client acknowledges and agrees that Company may (1) engage its affiliates and the Sub-Processors identified on the List (as defined below) to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this Addendum, Client provides general written authorization to Company to engage Sub-processors as necessary to perform the Services.
A list of Company's current Sub-Processors (the "List") will be made available to Client at the following link: https://www.prefect.io/sub-processors/. Such List may be updated by Company from time to time. Company may provide a mechanism to subscribe to notifications of new Sub-Processors and Client agrees to subscribe to such notifications where available. At least thirty (30) days before enabling any third party other than existing Sub-Processors to access or participate in the processing of Personal Data, Company will add such third party to the List and notify Client via email. Client may object to such an engagement by informing Company in writing within thirty (30) days of receipt of the aforementioned notice by Client, provided such objection is based on reasonable grounds relating to data protection. Client acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from offering the Services to Client.
If a Sub-Processor change would cause Company to breach its obligations under the Agreement and this Addendum, Client may terminate the Agreement in accordance with Sections 7.2 (Defaults) and 7.3 (Termination; Other Remedies) of the Agreement.
Company will enter into a written agreement with the Sub-Processor imposing on the Sub-Processor data protection obligations comparable to those imposed on Company under this Addendum with respect to the protection of Personal Data. In case a Sub-Processor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Client for the performance of the Sub-Processor's obligations under such agreement.
With respect to the Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Client's prior written consent to the subcontracting by Company of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Sub-Processors that must be provided by Company to Client pursuant to Clause 9(c) of the Standard Contractual Clauses may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Client.
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, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C references additional information about Company's technical and organizational security measures.
The parties agree that Company may transfer Personal Data processed under this Addendum outside the EEA, the UK, or Switzerland as necessary to provide the Services. Client acknowledges that Company's primary processing operations take place in the United States, and that the transfer of Client's Personal Data to the United States is necessary for the provision of the Services to Client. If Company transfers Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
Module Two (Controller to Processor) of the EU SCCs apply when Client is a controller and Company is processing Personal Data for Client as a processor pursuant to Section 2 of this Addendum.
Module Three (Processor to Sub-Processor) of the EU SCCs apply when Client is a processor and Company is processing Personal Data on behalf of Client as a sub-processor.
For each module, where applicable the following applies:
Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows:
Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:
Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:
If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.
If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.
Company shall, to the extent permitted by law, notify Client upon receipt of a request by a Data Subject to exercise the Data Subject's right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively "Data Subject Request(s)"). If Company receives a Data Subject Request in relation to Client's data, Company will advise the Data Subject to submit their request to Client and Client will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Client is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
Company shall, at the request of the Client, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Client in complying with Client's obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Client is itself unable to respond without Company's assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Client shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
Company shall, taking into account the nature of the processing and the information available to Company, provide Client with reasonable cooperation and assistance where necessary for Client to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Client does not otherwise have access to the relevant information. Client shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
Company shall, taking into account the nature of the processing and the information available to Company, provide Client with reasonable cooperation and assistance with respect to Client's cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Client shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
Company shall maintain records sufficient to demonstrate its compliance with its obligations under this Addendum, and retain such records for a period of three (3) years after the termination of the Agreement. Client shall, with reasonable notice to Company, have the right to review, audit and copy such records at Company's offices during regular business hours.
Upon Client's written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Client's review copies of certifications or reports demonstrating Company's compliance with prevailing data security standards applicable to the processing of Client's Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Client's independent third party representative to conduct an audit or inspection of Company's data security infrastructure and procedures that is sufficient to demonstrate Company's compliance with its obligations under Data Protection Laws, provided that (a) Client provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company's business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Client. Client shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits. The parties agree that the audits described in Clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with this Section 8.4.
Company shall immediately notify Client if an instruction, in the Company's opinion, infringes the Data Protection Laws or Supervisory Authority.
In the event of a Personal Data Breach, Company shall, without undue delay, inform Client of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company's reasonable control).
In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Client with reasonable cooperation and assistance necessary for Client to comply with its obligations under Data Protection Laws with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Client. Company's obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.
In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this Addendum; and (3) the Agreement. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.
Company will process Client's Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in accordance with Client's instructions as set forth in this Addendum.
Company will process Client's Personal Data as long as required (i) to provide the Services to Client under the Agreement; (ii) for Company's legitimate business needs; or (iii) by applicable law or regulation. Client Account Data and Client Usage Data will be processed and stored as set forth in Company's Privacy Policy available at the following link: https://www.prefect.io/legal/privacy-policy/.
Client end-users/customers.
Company processes Personal Data contained in Client Account Data, Client Usage Data, and any Personal Data provided by Client (including any Personal Data Client collects from its end users and processes through its use of the Services) or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this Addendum. Categories of Personal Data include full name, email address, company name, and some basic digital information surrounding usage such as last login time.
The Services are not intended for processing of sensitive data categories, and Prefect does not request sensitive data from customers. If customers elect to use the Services to process sensitive data categories, that data will be subject to the same security procedures as other categories of Customer Data.
The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs.
Data exporter(s): The Client
Contact details: As designated by Client in notice section of the Agreement
Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
Role (controller/processor): The Data Exporter's role is set forth in Section 2 of this Addendum.
Data importer(s): Prefect Technologies, Inc.
Address: 2112 Pennsylvania Ave NW Ste 620, Washington, DC, 20037
Contact person's name, position and contact details: Data Protection Officer, legal@prefect.io.
Signature and date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
Role (controller/processor): The Data Importer's role is set forth in Section 2 of this Addendum.
Data Subjects: As set out in Exhibit A of this Addendum
Categories of Personal Data: As set out in Exhibit A of this Addendum
Special Category Personal Data (if applicable): As set out in Exhibit A of this Addendum
Nature of the Processing: As set out in Exhibit A of this Addendum
Purposes of Processing: The only internal processing of user's Personal Data that occurs is (i) in service of accessing the Data Controller's personal user interface (via email address), (ii) production of limited customer analytics, and (iii) displaying the above information in the Data Controller's user interface. Otherwise, no processing occurs on the information outlined above.
As indicated above, Other processing of Personal Data may take place by the execution of program flows written by the Data Controller, which is required for the remote monitoring and execution of workflows that Prefect Cloud provides.
Duration of Processing and Retention (or the criteria to determine such period): As set out in Exhibit A of this Addendum
Frequency of the Transfer: As necessary to provide the Services or as otherwise authorized under the Agreement or Addendum
Recipients of Personal Data Transferred to the Data Importer: A list of the Company's Sub-processors can be found at https://www.prefect.io/sub-processors
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13.
A list of the Company's Sub-Processors is available at the following link: https://www.prefect.io/sub-processors/
The following includes the information required by Annex II of the EU SCCs and Appendix 2 of the UK SCCs.
On Client's request and subject to appropriate confidentiality obligations Prefect will provide to Client a copy of its current SOC 2 audit report and other applicable certifications.
Processing is conducted on secure servers hosted on Google Cloud Platform. All storage systems are encrypted with industry standard algorithms. Data is encrypted in transit at all times. Access to Prefect systems is based on least privilege and a minimal set of engineers have access to Prefect production systems based on role.
All laptops are encrypted and enforced using MDM.
Prefect runs highly available cloud services on Google Cloud Platform. Prefect conducts an annual penetration test with a third party and runs annual company wide disaster recovery and business continuity playbook simulations. Audits of system access logs and user access logs are conducted quarterly for critical production systems and bi-annually for all other systems.
Prefect runs a highly available, multi-regional database system on Google Cloud Platform. Prefect tests disaster recovery simulations annually.
Prefect first attained SOC 2 Type II certification in February 2022. The SOC 2 Type II report is available upon request and outlines Prefect's company-wide controls for the security of Prefect's data and systems and to ensure the availability of Prefect services to end users.
Access to all critical systems and production environments is protected using strong passwords and multi-factor authentication. Where possible, SSO is used for centralized access control.
Traffic is encrypted at all times and a minimum of TLS 1.2 is enforced on all Prefect endpoints.
All storage systems are encrypted with industry standard algorithms.
Prefect does not maintain physical servers, and employees do not download sensitive data to their machines.
Prefect logs application events with tracing and monitoring tools and logs security events with intrusion detection and prevention tools. These tools are configured with defined thresholds, alerting policies and machine learning. Notifications for events are sent to Company Slack channels, paging systems (if applicable) and ticketing system for triage and remediation.
Prefect runs infrastructure-as-code and therefore all changes to Prefect systems follow Prefect's standard PR approval process. In addition, Prefect has a change control procedure that manages all changes that occur outside of code control.
Chris White is Prefect's Chief Information Security Officer (CISO), who oversees Prefect's day-to-day operations to ensure a secure environment and sets Prefect's security standards.
Prefect first attained SOC 2 Type II certification in February 2022. Prefect's SOC 2 Type II report is available on request and outlines Prefect's controls for the security of Prefect's data and systems and to ensure the availability of Prefect services to end users.
Prefect uses a hybrid approach to managing and orchestrating customer workflows in their respective environments. Because of this hybrid approach, Prefect collects minimal user details for user management and login access to Prefect cloud, and for the workflow orchestration itself, Prefect only depends on Prefect's workflow metadata. All customer code and data is executed and stored in the customer environment and not collected by Prefect on Prefect servers.
Prefect maintains a formal process for making non-automated changes to production data, and Prefect Cloud's API is strongly typed to ensure payloads are structured correctly.
Prefect retains sensitive and confidential data only for as long as necessary to fulfill the purposes for which it is collected and processed. Prefect provides customers with a process to request full account and data deletion.
All Prefect employees conduct annual training of security awareness and incident response. All employees are required to sign the Prefect Employee Handbook and Information Security Policy.
Prefect provides customers with a process to request full account and data deletion.
Prefect enters into Data Processing Agreements with its Sub-Processors with data protection obligations substantially similar to those contained in this Addendum.
An additional description of the Company's security practices can be found here: https://www.prefect.io/security#overview, and may be amended from time to time.