Data Processing Agreement

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Standard Contractual Clauses
For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR)

between

[CUSTOMER NAME]
CVR. No. [CUSTOMER CVR. NO.]
[CUSTOMER ADDRESS]
[CUSTOMER POSTCODE AND CITY]
[CUSTOMER COUNTRY]
(the data controller)

and

PREZENTOR ApS
CVR-nummer 35392610
A.P. Møllers Allé 43B
DK-2791 Dragør
Denmark
(the data processor)

each a ‘party’; together ‘the parties’

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to meet the requirements of the GDPR and to ensure the protection of the rights of the data subject.

2. Preamble

2.1 These Contractual Clauses (the Clauses) set out the rights and obligations of the data controller and the data processor, when processing personal data on behalf of the data controller.

2.2 The Clauses have been designed to ensure the parties’ compliance with Article 28(3) of Regulation 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).

2.3 In the context of the data processor’s provision of a cloud-based platform (the “Platform”), which includes presentation tools and related services, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.

2.4 The Clauses shall take priority over any similar provisions contained in other agreements between the parties.

2.5 Four appendices are attached to the Clauses and form an integral part of the Clauses.

2.6 Appendix A contains details about the processing of personal data, including the purpose and nature of the processing, type of personal data, categories of data subject and duration of the processing.

2.7 Appendix B contains the data controller’s conditions for the data processor’s use of sub-processors and a list of sub-processors authorised by the data controller.

2.8 Appendix C contains the data controller’s instructions with regards to the processing of personal data, the minimum security measures to be implemented by the data processor and how audits of the data processor and any sub-processors are to be performed.

2.9 Appendix D contains provisions for other activities which are not covered by the Clauses.

2.10 The Clauses along with appendices shall be retained in writing, including electronically, by both parties.

2.11 The Clauses shall not exempt the data processor from obligations to which the data processor is subject pursuant to the General Data Protection Regulation (the GDPR) or other legislation.

3. The rights and obligations of the data controller

3.1 The data controller is responsible for ensuring that the processing of personal data takes place in compliance with the GDPR (see Article 24 GDPR), the applicable EU or Member State1 data protection provisions and the Clauses.

3.2 The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.

3.3 The data controller shall be responsible, among other, for ensuring that the processing of personal data, which the data processor is instructed to perform, has a legal basis.

4. The data processor acts according to instructions

4.1 The data processor shall process personal data only on documented instructions from the data controller, unless required to do so by Union or Member State law to which the processor is subject. Such instructions shall be specified in appendices A and C. Subsequent instructions can also be given by the data controller throughout the duration of the processing of personal data, but such instructions shall always be documented and kept in writing, including electronically, in connection with the Clauses.

4.2 The data processor shall immediately inform the data controller if instructions given by the data controller, in the opinion of the data processor, contravene the GDPR or the applicable EU or Member State data protection provisions.

5. Confidentiality

5.1 The data processor shall only grant access to the personal data being processed on behalf of the data controller to persons under the data processor’s authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need-to-know basis. The list of persons to whom access has been granted shall be kept under periodic review. On the basis of this review, such access to personal data can be withdrawn, if access is no longer necessary, and personal data shall consequently not be accessible anymore to those persons.

5.2 The data processor shall at the request of the data controller demonstrate that the concerned persons under the data processor’s authority are subject to the abovementioned confidentiality.

6. Security of processing

6.1 Article 32 GDPR stipulates that, 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, the data controller and data processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk. The data controller shall evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. Depending on their relevance, the measures may include the following:

  • Pseudonymisation and encryption of personal data;
  • the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
  • the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
  • a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

6.2 According to Article 32 GDPR, the data processor shall also – independently from the data controller – evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. To this effect, the data controller shall provide the data processor with all information necessary to identify and evaluate such risks.

6.3 Furthermore, the data processor shall assist the data controller in ensuring compliance with the data controller’s obligations pursuant to Article 32 GDPR, by inter alia providing the data controller with information concerning the technical and organisational measures already implemented by the data processor pursuant to Article 32 GDPR along with all other information necessary for the data controller to comply with the data controller’s obligation under Article 32 GDPR. If subsequently – in the assessment of the data controller – mitigation of the identified risks requires further measures to be implemented by the data processor than those already implemented by the data processor pursuant to Article 32 GDPR, the data controller shall specify these additional measures to be implemented in Appendix C.

7. Use of sub-processors

7.1 The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor).

7.2 The data processor shall therefore not engage another processor (sub-processor) for the fulfilment of the Clauses without the prior general written authorisation of the data controller.

7.3 The data processor has the data controller’s general authorisation for the engagement of sub-processors. The data processor shall inform in writing the data controller of any intended changes concerning the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). Longer time periods of prior notice for specific sub-processing services can be provided in Appendix B. The list of sub-processors already authorised by the data controller can be found in Appendix B.

7.4 Where the data processor engages a sub-processor for carrying out specific processing activities on behalf of the data controller, the same data protection obligations as set out in the Clauses shall be imposed on that sub-processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Clauses and the GDPR.

7.5 The data processor shall therefore be responsible for requiring that the sub-processor at least complies with the obligations to which the data processor is subject pursuant to the Clauses and the GDPR.

7.6 A copy of such a sub-processor agreement and subsequent amendments shall – at the data controller’s request – be submitted to the data controller, thereby giving the data controller the opportunity to ensure that the same data protection obligations as set out in the Clauses are imposed on the sub-processor. Clauses on business related issues that do not affect the legal data protection content of the sub-processor agreement shall not require submission to the data controller.

7.7 If the sub-processor does not fulfil his data protection obligations, the data processor shall remain fully liable to the data controller as regards the fulfilment of the obligations of the sub-processor. This does not affect the rights of the data subjects under the GDPR – in particular those foreseen in Articles 79 and 82 GDPR – against the data controller and the data processor, including the sub-processor.

8. Transfer of data to third countries or international organisations

8.1 Any transfer of personal data to third countries or international organisations by the data processor shall only occur on the basis of documented instructions from the data controller and shall always take place in compliance with Chapter V GDPR.

8.2 In case transfers to third countries or international organisations, which the data processor has not been instructed to perform by the data controller, are required under EU or Member State law to which the data processor is subject, the data processor shall inform the data controller of that legal requirement prior to processing unless that law prohibits such information on important grounds of public interest.

8.3 Without documented instructions from the data controller, the data processor therefore cannot within the framework of the Clauses:

  • transfer personal data to a data controller or a data processor in a third country or in an international organisation;
  • transfer the processing of personal data to a sub-processor in a third country;
  • have the personal data processed by the data processor in a third country.

8.4 The data controller’s instructions regarding the transfer of personal data to a third country including, if applicable, the transfer tool under Chapter V GDPR on which they are based, shall be set out in Appendix C.6.

8.5 The Clauses shall not be confused with standard data protection clauses within the meaning of Article 46(2)(c) and (d) GDPR, and the Clauses cannot be relied upon by the parties as a transfer tool under Chapter V GDPR.

9. Assistance to the data controller

9.1 Taking into account the nature of the processing, the data processor shall assist the data controller by appropriate technical and organisational measures, insofar as this is possible, in the fulfilment of the data controller’s obligations to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR. This entails that the data processor shall, insofar as this is possible, assist the data controller in the data controller’s compliance with:

  • the right to be informed when collecting personal data from the data subject;
  • the right to be informed when personal data have not been obtained from the data subject;
  • the right of access by the data subject;
  • the right to rectification;
  • the right to erasure (‘the right to be forgotten’);
  • the right to restriction of processing;
  • notification obligation regarding rectification or erasure of personal data or restriction of processing;
  • the right to data portability;
  • the right to object;
  • the right not to be subject to a decision based solely on automated processing, including profiling.

9.2 In addition to the data processor’s obligation to assist the data controller pursuant to Clause 6.3, the data processor shall furthermore, taking into account the nature of the processing and the information available to the data processor, assist the data controller in ensuring compliance with:

  • the data controller’s obligation to without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the competent supervisory authority, Datatilsynet, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
  • the data controller’s obligation to without undue delay communicate 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;
  • the data controller’s 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);
  • the data controller’s obligation to consult the competent supervisory authority, Datatilsynet, 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 data controller to mitigate the risk.

9.3 The parties shall define in Appendix C the appropriate technical and organisational measures by which the data processor is required to assist the data controller as well as the scope and the extent of the assistance required. This applies to the obligations foreseen in Clause 9.1 and 9.2.

10. Notification of personal data breach

10.1 In case of any personal data breach, the data processor shall, without undue delay after having become aware of it, notify the data controller of the personal data breach.

10.2 The data processor’s notification to the data controller shall, if possible, take place within 72 hours after the data processor has become aware of the personal data breach to enable the data controller to comply with the data controller’s obligation to notify the personal data breach to the competent supervisory authority, cf. Article 33 GDPR.

10.3 In accordance with Clause 9(2)(a), the data processor shall assist the data controller in notifying the personal data breach to the competent supervisory authority, meaning that the data processor is required to assist in obtaining the information listed below which, pursuant to Article 33(3) GDPR, shall be stated in the data controller’s notification to the competent supervisory authority:

  • the nature of the personal data breach including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
  • the likely consequences of the personal data breach;
  • 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.

10.4 The parties shall define in Appendix C all the elements to be provided by the data processor when assisting the data controller in the notification of a personal data breach to the competent supervisory authority.

11. Erasure and return of data

11.1 30 days following the termination of the provision of personal data processing services, the data processor shall be under obligation to delete all personal data processed on behalf of the data controller and certify to the data controller that it has done so, or to return all the personal data to the data controller and delete existing copies unless Union or Member State law requires storage of the personal data.

12. Audit and inspection

12.1 The data processor shall make available to the data controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 and the Clauses and allow for and contribute to audits, including inspections, conducted by the data controller or another auditor mandated by the data controller.

12.2 Procedures applicable to the data controller’s audits, including inspections, of the data processor and sub-processors are specified in appendices C.7 and C.8.

12.3 The data processor shall be required to provide the supervisory authorities, which pursuant to applicable legislation have access to the data controller’s and data processor’s facilities, or representatives acting on behalf of such supervisory authorities, with access to the data processor’s physical facilities on presentation of appropriate identification.

13. The parties’ agreement on other terms

13.1 The parties may agree other clauses concerning the provision of the personal data processing service specifying e.g. liability, as long as they do not contradict directly or indirectly the Clauses or prejudice the fundamental rights or freedoms of the data subject and the protection afforded by the GDPR.

14. Commencement and termination

14.1 The Clauses shall become effective on the date of both parties’ signature.

14.2 Both parties shall be entitled to require the Clauses renegotiated if changes to the law or inexpediency of the Clauses should give rise to such renegotiation.

14.3 The Clauses shall apply for the duration of the provision of personal data processing services. For the duration of the provision of personal data processing services, the Clauses cannot be terminated unless other Clauses governing the provision of personal data processing services have been agreed between the parties.

14.4 If the provision of personal data processing services is terminated, and the personal data is deleted or returned to the data controller pursuant to Clause 11.1 and Appendix C.4, the Clauses may be terminated by written notice by either party.

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Signature

On behalf of the data controller

Name

Position

Date

Signature

On behalf of the data processor

Name

Position

Date

Signature

15. Data controller and data processor contacts/contact points

15.1 The parties may contact each other using the following contacts/contact points.

15.2 The parties shall be under obligation continuously to inform each other of changes to contacts/contact points.

Name

Position

Telephone

E-mail

Name

Position

Telephone

E-mail

Appendix A – Information about the processing

A.1. The purpose of the data processor’s processing of personal data on behalf of the data controller is:

Processing is performed to:

  • Provide and operate the Platform
  • Enable analytics and reporting
  • Deliver AI-powered features

Providing the data controller with access to a cloud-based platform for enterprise content. The platform is delivered as Software as a Service.

As the data processor provides the data controller with access to a cloud-based platform for content and processes, the data processor and the sub-processors will store and process content including personal data in a cloud-based environment on behalf of the data controller.

As a part of the data processor’s deliveries – systems monitoring, application maintenance, software patching, hardware provisioning, backup, recovery, security monitoring, helpdesk support, and consultancy – the data processor will have access to view personal data and may transfer personal data between the different environments subscribed to by the data processor.

Furthermore, the data processor may be required to modify the personal data, including changing the format of the personal data.

The data processor processes data – including personal data – to compile anonymised usage statistics.

The data processor is authorised to process personal data using AI-based services for:

  • Transcription
  • Summarisation
  • AI-assisted content generation

The data processor ensures:

  • Personal data is not used to train AI models
  • Processing is stateless and isolated
  • Processing takes place within the EEA or under valid safeguards
  • Audio recordings are deleted immediately after transcription
  • In case of failure, audio is retained for a maximum of 24 hours

The data controller will not use the AI-based services as part of any high-risk AI systems referred to in Article 6(2) and Annex III of Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence and amending Regulations (EC) No 300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020/1828 (“Artificial Intelligence Act”), or as part of any prohibited AI practices under Article 5 of the Artificial Intelligence Act.

A.2. The data processor’s processing of personal data on behalf of the data controller shall mainly pertain to (the nature of the processing):

  • Storing and processing any content uploaded by the data controller
  • Storing access credentials for the individuals whom the data controller grants access to the platform
  • Logging the activities performed by the individuals accessing the platform
  • Systems operations including backup and restore
  • Access to personal data while providing helpdesk support and consultancy
  • “View access”

A.3. The processing includes the following types of personal data about data subjects:

Personal data may include:

  • Name, email and contact details
  • Company affiliation
  • User account data
  • Usage and analytics data
  • Device and system data

AI-related data:

  • Audio recordings
  • Transcripts
  • AI-generated summaries and content

A.4. Processing includes the following categories of data subject:

The data controller’s employees and customers.

The list of data subjects shall also include persons the data controller grants access to the platform or registers as using the provided SaaS service.

A.5. The data processor’s processing of personal data on behalf of the data controller may be performed when the Clauses commence. Processing has the following duration:

For the duration of the service contract between the data controller and the data processor.

All data – including personal data – will be erased from the platform 30 days after the main contract has expired, unless data is needed to fulfil the data processor’s legal obligations.

It is the obligation of the data controller to download all required data before the SaaS service contract expires.

For support services, personal data shall be stored for the duration of each assignment with the data controller.

Appendix B – Authorised sub-processors

B.1. Approved sub-processors

On commencement of the Clauses, the data controller authorises the engagement of the sub-processors listed at prezentor.com/subprocessors. The list of authorised sub-processors available at that address forms an integral part of this Appendix B.

The data controller shall on the commencement of the Clauses authorise the use of the abovementioned sub-processors for the processing described for that party. The data processor shall not be entitled – without the data controller’s explicit written authorisation – to engage a sub-processor for a ‘different’ processing than the one which has been agreed upon, or have another sub-processor perform the described processing.

B.2. Prior notice for the authorisation of sub-processors

30 days’ prior written notice.

Appendix C – Instruction pertaining to the use of personal data

C.1. The subject of / instruction for the processing

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

The data controller hereby instructs the data processor to provide the data controller with access to a cloud-based platform for enterprise content and process management. The platform is delivered as Software as a Service and based on a recognised cloud-infrastructure provider.

As the data processor provides the data controller with access to a cloud-based platform for content and processes, the data processor and the sub-processors are instructed to store and process content including personal data in a cloud-based environment on behalf of the data controller.

As a part of the data processor’s deliveries – systems monitoring, application maintenance, software patching, hardware provisioning, backup, recovery, security monitoring, helpdesk support, and consultancy – the data processor is also instructed to have access to view personal data and may transfer personal data between the different environments subscribed to by the data processor.

Furthermore, the data processor may be required to modify the personal data, including changing the format of the personal data.

The data processor is in addition also instructed to process data – including personal data – to compile anonymised usage statistics.

C.2. Security of processing

The level of security shall take into account the nature, scope, context, and purposes of the processing activity as well as the risk for the rights and freedoms of natural persons.

The data processor shall hereafter be entitled and under obligation to make decisions about the technical and organisational security measures that are to be applied to create the necessary (and agreed) level of data security.

The data processor shall however – in any event and at a minimum – implement the following measures that have been agreed with the data controller:

Risk management and risk assessment
The data processor must take a risk-based approach to its management of information security. The risk management must be based on a documented and regularly updated risk assessment. The assessment must be based on the data subjects’ rights and the data processor’s processing activities.

IT security policy
The data processor must have information security policies and procedures, which are reassessed annually and approved by the data processor’s management. The data processor must have procedures for development / change management, which are based on privacy-by-design and default settings.

Password policy
The data processor must have password policies and guidelines for general accounts and stricter guidelines for administrative and service accounts, which are reassessed annually and approved by the data processor’s management.

Portable media
The data processor must have procedures for managing portable and storage media, including the disposal of media that are no longer in use and thus counteract unauthorised access.

Mobile equipment and remote workstations
There must be supporting security measures for risk management when using mobile equipment and access to remote workplaces at the data processor.

External communication links
Personal data can be accessed only using an encrypted SSL or VPN connection. When sending data, all files are transferred securely via HTTPS and using TLS standards.

Management of employees – before, during and after employment
Employees who handle personal information must continuously, and at least once a year, be retrained / trained in the GDPR, the data processor’s GDPR policies, IT security policies and information security policies.

Access rights
The data processor must have a procedure for handling the allocation and revocation of user access to personal data and systems used via access rights, user types and privileged rights, etc., including management and regular control.

Confidentiality and terms of sanction
The data processor must have procedures to ensure that access to the personal data being processed on behalf of the data controller is only granted to persons under the data processor’s authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, and only on a need-to-know basis.

Clean desk
The data processor must have guidelines for employees to keep desks cleared of papers and removable media, have blank screens on PCs and destroy physical documents to prevent personal information from becoming known to unauthorised persons.

Home and/or remote workplaces
The data processor’s processing of personal data is performed, in whole or in part, from home and/or remote workplaces. Personal data are accessed under instructions from the data controller.

Control and documentation
The data processor must, as documentation of ongoing compliance with the GDPR and the Clauses, perform self-inspection reports. The data processor is obliged to remedy deviations that have been identified in connection with the self-check. The data processor must continuously ensure information security in connection with the delivery of the services.

The data processor uses the following information security means:

Infrastructure

  • Hosted on AWS (EU)
  • Firewall-protected environments
  • Segregated systems

Application security

  • TLS 1.2 / 1.3 encryption
  • Secure APIs
  • Controlled access

Access control

  • Role-based access control
  • Least privilege principle
  • Restricted internal access

Data protection

  • Encryption at rest and in transit
  • Backup and recovery
  • Monitoring and logging

AI security

  • Processing within the EEA
  • No training on customer data
  • Stateless processing
  • Audio deletion after transcription (max 24 hours fallback)
  • Secure storage of transcripts
  • AI processing is performed in accordance with applicable data protection laws

Incident handling

  • Defined incident response procedures
  • Monitoring and logging
  • Customer notification in accordance with applicable law and agreements

Data breaches and incident management
The data processor must ensure the separation of development, testing and operating environments to counteract the risk of data breaches. The data processor must have a procedure for handling data breaches, including when and how to report to the data controller and the classification of data breaches. The data breach procedure must be tested at least once a year.

Physical security
The data processor must have a procedure for physical security to ensure that unauthorised persons do not gain access to personal data. Personal information on paper or other physical or manual media is stored locked when not in use.

Endpoint security
The data processor must have Intrusion Detection Systems (IDS) and Intrusion Prevention Systems (IPS) to analyse and block threats to IT security. DNS blocking or equivalent blocking of the data processor’s use of malicious websites must be implemented.

Asset management / equipment on the network
The data processor must implement measures that ensure efficient management of the data processor’s own equipment and external equipment on the data processor’s networks and systems, including ensuring that unauthorised equipment is not connected to the data processor’s networks and systems.

C.3. Assistance to the data controller

The data processor shall, insofar as this is possible – within the scope and the extent of the assistance specified below – assist the data controller in accordance with Clause 9.1 and 9.2 by implementing appropriate technical and organisational measures.

C.4. Storage period / erasure procedures

Processing will take place for the duration of the main contract between the data controller and the data processor.

All data – including personal data – will be erased from the platform 30 days after the main contract has expired, unless data is needed to fulfil the data processor’s legal obligations.

It is the obligation of the data controller to download all required data before the contract expires.

For support services, personal data will be processed for the duration of each assignment with the data controller.

C.5. Processing location

Processing of the personal data under the Clauses cannot be performed at other locations than those listed in Appendix B without the data controller’s prior written authorisation.

C.6. Instruction on the transfer of personal data to third countries

UK and US under the EU/US Data Privacy Framework.

If the data controller 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.

C.7. Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor

If the data controller carries out supervision of the data processor by means of written information gathering through the use of questionnaires, the data processor shall – at the data processor’s own expense – be obliged to respond to such questionnaires in a complete manner without undue delay.

In addition, the data controller may, at the data controller’s expense, request that an audit report be prepared by an independent third party concerning the data processor’s compliance with the GDPR, data protection provisions in other EU law or the national law of the Member States, and these Clauses. The data processor shall be obliged to allocate the resources (primarily time) necessary for the data controller to carry out its inspection and shall bear its own costs in this regard.

If a request for the preparation of an audit report is due to the data processor not having responded without undue delay, or not having responded adequately, to the above-mentioned questionnaire, the data processor shall bear the costs of preparing such audit report.

Once the report has been completed, it shall be sent without undue delay to the data controller for information. The data controller may challenge the scope and/or the methodology of the report and may, in such cases, request a new audit report under a different scope and/or using a different methodology at its own expense.

Based on the results of the report, the data controller shall be entitled to request the implementation of further measures in order to ensure compliance with the GDPR, data protection provisions in other EU law or the national law of the Member States, and these Clauses.

The data controller or a representative of the data controller shall furthermore have access to carry out inspections, including physical inspections, of the premises from which the data processor processes personal data, including physical locations and systems used for or in connection with the processing, subject to 14 days’ prior written notice. Such inspections may be carried out when the data controller deems it necessary.

Any costs incurred in connection with a physical inspection shall be borne by the data controller itself. The data processor shall be obliged to allocate the resources (primarily time) necessary for the data controller to carry out its inspection and shall bear its own costs in this regard.

C.8. Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors

The data processor shall audit sub-processors by annually obtaining an audit report from the sub-processor, prepared at the sub-processor’s expense, or, where the sub-processor does not have an audit report, by annual written information gathering through the use of questionnaires.

Audit reports and questionnaires shall be forwarded without undue delay to the data processor for information, who shall forward them to the data controller. The data controller may challenge the scope and/or the methodology and may, in such cases, request a new report under a different scope and/or using a different methodology.

Based on the results, the data controller shall be entitled to request the implementation of further measures in order to ensure compliance with the GDPR, data protection provisions in other EU law or the national law of the Member States, and these Clauses.

The data processor or a representative of the data processor shall furthermore have access to carry out inspections, including physical inspections, of the premises from which the sub-processor processes personal data, including physical locations and systems used for or in connection with the processing. Such inspections may be carried out when the data processor (or the data controller) deems it necessary. Where sub-processors are audited by means of questionnaires, the data controller may elect to participate in the physical inspections.

Documentation of such inspections shall, upon request by the data processor, be forwarded to the data controller for information. The data controller may challenge the scope and/or the methodology of the inspection and may, in such cases, request the conduct of a new inspection under a different scope and/or using a different methodology.

Appendix D – The parties’ terms of agreement on other subjects

The limitation of liability applicable to the main contract shall also apply to these Clauses.

1 References to “Member States” made throughout the Clauses shall be understood as references to “EEA Member States”.

Based on the Danish Data Protection Agency’s Standard Contractual Clauses (March 2024 / December 2019).

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