Data Processing Agreement (DPA)

(a) The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) of 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).

(b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29(3) and (4) of Regulation (EU) 2018/1725.

(c) These Clauses apply to the processing of personal data as specified in Annex II.

(d) Annexes I to IV are an integral part of the Clauses.

(e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.

(b) This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

(a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, respectively, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively.

(c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

(a) Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes.

(b) Once an agreement has been signed by the Customer and data processor, the Annexes in (a) are completed, the acceding entity shall be treated as a Party to these Clauses and have the rights and obligations of a controller or a processor, in accordance with its designation in Annex I.

(c) The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.

The details of the processing operations, in particular the categories of personal data and the purposes of the processing for which the personal data is processed on behalf of the controller, are specified in Annex I.

Clause 7

Obligations of the parties

7.1. Instructions

(a) The processor shall process personal data only on documented instructions from the controller unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing unless the law prohibits this on important grounds of public interest. The controller may also give subsequent instructions throughout the duration of the processing of personal data. These instructions shall always be documented.

(b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.

7.2. Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex I unless it receives further instructions from the controller.

7.3. Duration of the processing of personal data

Processing by the processor shall only take place for the duration of the agreement between the Customer and the processor.

7.4. Security of processing

(a) The processor shall at least implement the technical and organisational measures specified in Annex II to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context, purposes of the processing, and the risks involved for the data subjects.

(b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing, and monitoring the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.5. Sensitive data

If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

7.6. Documentation and compliance

(a) The Parties shall be able to demonstrate compliance with these Clauses.

(b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.

(c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.

(d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.

7.7. Use of sub-processors

(a) The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.

(b) Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract that imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(c) At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect a business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.

(d) The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfill its contractual obligations.

7.8. International transfers

(a) Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfill a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.

(b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

(a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself unless authorised to do so by the controller.

(b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions.

(c) In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:

(1) the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;

(2) the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;

(3) the obligation to ensure that personal data is accurate and up to date by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;

(4) the obligations in Article 32 of Regulation (EU) 2016/679.

(d) The Parties shall set out in Annex II the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause, as well as the scope and the extent of the assistance required.

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of Regulation (EU) 2016/679 or under Articles 34 and 35 of Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.

9.1 Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

(a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);

(b) in obtaining the following information which, pursuant to Article 33(3) of Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:

(1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;

(2) the likely consequences of the personal data breach;

(3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(c) in complying, pursuant to Article 34 of Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

9.2 Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

(a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);

(b) the details of a contact point where more information concerning the personal data breach can be obtained;

(c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

The Parties shall set out in Annex II all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

(a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller if it cannot comply with these Clauses for whatever reason.

(b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:

(1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a), and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;

(2) the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;

(3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

(c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.

(d) Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or return all the personal data to the controller and delete existing copies unless Union or Member State law requires the storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

Controller:

Name: The entity identified as Customer in the Order Form

Address: The address for the Customer as identified in the Order Form

Contact person’s name, position, and contact details: The contact details associated with the Customer’s account, or as otherwise specified in the Order Form

Signature and accession date: By using the services to transfer Customer personal data, the Customer will be deemed to have signed Annex I

Data processor:

Name: Konsolidator A/S

Address: The address for Konsolidator A/S as specified in the Order Form

Contact person’s name, position, and contact details: The contact details as specified in the Order Form

Signature and accession date: By processing Customer personal data on Customer’s instructions to provide services, Konsolidator will be deemed to have signed Annex I

Categories of data subjects whose personal data is processed

The data subjects are the controller’s employees. Categories of personal data processed

The personal data processed for each data subject includes the following.

• The name of the data subject
• The data subject’s e-mail
• The data subject’s telephone number if two-factor authentication (2FA) is enabled.

It is possible for users to enter other personal data, including sensitive data, than listed above. However, this information will be very atypical to enter since it is an accounting consolidation software that only asks for company data. Therefore, no sensitive data is processed in the software, and thus the below is not applicable.

Nature of the processing

The processor stores the personal data for the controller in Microsoft Azure. Purpose(s) for which the personal data is processed on behalf of the controller

The purpose of the personal data is to be able to log in to the software as well as use two-factor authentication.

Duration of the processing

Konsolidator keeps Customer personal data for as long as necessary to fulfill the purposes of processing mentioned in this data processing agreement.

The processor keeps the personal data until the controller informs the processor that it should be deleted. It is the Customer’s responsibility to guarantee deletion of anonymization of data it exports from the services.

For processing by (sub-) processors, also specify the subject matter, nature, and duration of the processing.

The processing of the sub-processors is the same as for the processor except for the sub-processor DataDog, which will delete any personal information continuously after 30 days.

The subject of/instruction for the processing

The data processor’s processing of personal data on behalf of the Customer shall be carried out by the data processor performing the following:

• Login and audit trail for the use of the Konsolidator platform

The data processor is instructed to process data for the Customer and is instructed to save login information for the Customer’s personnel.

Security of processing

The level of security shall consider that the processing involves only Ordinary personal data, which are subject to the Article 6 GDPR. The data processor shall, however – in any event, and at a minimum – implement the following measures that have been agreed upon with the Customer:

Physical security

Konsolidator stores all production data in physically secure data centers using Microsoft Azure as platform.

‘Microsoft Azure is a multi-certified data center provider, including certifications ISO 27001 and SOC 1, 2, and 3.

Further information regarding Microsoft Azure certifications can be found at Microsoft Azure Compliance Center.

Konsolidator local office is physically restricted by unauthorized personnel by always requiring an access card. Outside office hours, a PIN code is also required.

Pseudonymization and encryption

Konsolidator ensures a high level of confidentiality and integrity by using the latest recommended encryption cipher suites and protocols.

All customer data at rest is encrypted using Transparent Data Encryption (TDE) and logically separated. Furthermore, all user passwords are hashed to ensure confidentiality. To ensure encryption at transit Konsolidator requires all traffic through HTTPS, TLS 1.1, or TLS 1.2. Pseudonymization is applied where feasible to ensure secure processing.

Data retention and backup

Konsolidator stores and processes personal data provided by the Customer while the Agreement stands. Data is stored in data centers within the EU.

All data is backed up on a weekly basis, with all changes backed up incrementally. Weekly backups are stored for a year.

Upon contract termination, Konsolidator is obligated to retain some personal information due to legal and financial requirements. Once all personal data has been deleted from the database, the data will be completely removed from all backups after a year.

Data processors’ access to personal data provided by Customer

To operate, Konsolidator requires that some employees have access to Customer personal data. These employees are prohibited from accessing the data unless they have a clear purpose.

Access to Customer data and critical information is managed strictly according to a need-to-know principle, based on current employee roles and responsibilities.

Network and host protection

Customer data is stored on physically separated networks to prevent any accidental exposure or extraction.

All network traffic from Konsolidator is firewall protected.

Konsolidator requires all employee machines to be fully patched.

Logging and auditing

Logging is used to troubleshoot and monitor systems for abnormal patterns and suspicious behavior. Customer data logs are reviewed as part of an incident and internal security audits.

Access to Customer data is restricted to privileged employees, using separate layered security accounts.

Konsolidator has mandatory 2FA requirements for all employees, and all activities are logged and persisted for 30 days. Any data with the possibility of containing personal information transferred to the office network is logged for audit purposes and kept for a minimum of 90 days.

Working remotely

Konsolidator employees can work remotely via a secure VPN connection managed by Konsolidator.

Assistance to the Customer

The data processor shall, insofar as this is possible – within the scope and the extent of the assistance specified below – assist the Customer in accordance with Clause 8.1. and 8.2. by implementing the following technical and organizational measures:

• The Customer appointed administrator of the Konsolidator solution can, at any given point in time, access an administrative module, where they can see all employee data entered in the Konsolidator application.

Storage period/erasure procedures

See Data retention and backup.

Processing location

Processing of the personal data under the Clauses cannot be performed at other locations than the following without the Customer’s prior written authorization:

• Processing of data takes place within the borders of the European Union.

Instruction on the transfer of personal data to third countries

If the Customer does not, in the Clauses or subsequently, provide documented instructions pertaining to the transfer of personal data to a third country, the data processor shall not be entitled within the framework of the Clauses to perform such transfer.

The controller has authorised the use of the following sub-processors: