Data Processing Agreement
Standard Contractual Clauses
For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR)
Between
Counterparty
CVR
Address
(the data controller)
and
Corti ApS
35669825
Kuglegårdsvej 2, 2 sal,1434, København K, 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.
- Table of Contents
- Preamble
- The rights and obligations of the data controller
- The data processor acts according to instructions
- Confidentiality
- Security of processing
- Use of sub-processors
- Transfer of data to third countries or international organisations
- Assistance to the data controller
- Notification of personal data breach
- Erasure and return of data
- Audit and inspection
- The parties’ agreement on other terms
- Commencement and termination
- Data controller and data processor contacts/contact points
- Appendix A: Information about the processing
- Appendix B: Authorised sub-processors
- Appendix C: Instruction pertaining to the use of personal data
- Appendix D: Standard Contractual Classes (SCC)
- Appendix E: The parties’ terms of agreement on other subjects
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 provision of Corti’s services, as described in the Terms and Conditions, 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 regarding the Standard Contractual Classes (SCC).
2.10. Appendix E contains provisions for other activities which are not covered by the Clauses.
2.11. The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
2.12. 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 State 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:
6.1.1. Pseudonymisation and encryption of personal data;
6.1.2. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
6.1.3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
6.1.4. 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 Articles 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 require 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 1 month 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.
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.
7.5. 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.
7.6. The processor shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the processor has factually disappeared, ceased to exist in law or has become insolvent – the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
7.7. If the sub-processor does not fulfil their 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, is 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:
8.3.1. transfer personal data to a data controller or a data processor in a third country or in an international organization
8.3.2. transfer the processing of personal data to a sub-processor in a third country
8.3.3. have the personal data processed in 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:
9.1.1. the right to be informed when collecting personal data from the data subject
9.1.2. the right to be informed when personal data have not been obtained from the data subject
9.1.3. the right of access by the data subject
9.1.4. the right to rectification
9.1.5. the right to erasure (‘the right to be forgotten’)
9.1.6. the right to restriction of processing
9.1.7. notification obligation regarding rectification or erasure of personal data or restriction of processing
9.1.8. the right to data portability
9.1.9. the right to object
9.1.10. 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:
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:
9.2.1. 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, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
9.2.2. 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;
9.2.3. 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);
9.2.4. the data controller’s obligation to consult the competent supervisory authority, 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.
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 48 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:
10.3.1. 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;
10.3.2. the likely consequences of the personal data breach;
10.3.3. 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.
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. On 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 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 to 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. 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.
14.2. 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.
14.3. If the provision of personal data processing services is terminated, and the personal data is deleted, the Clauses may be terminated by written notice by either party.
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.
On behalf of the data controller:
Name: Contact person’s name that accepts the Terms and Conditions.
Position: Contact person’s position that accepts the Terms and Conditions.
E-mail: Contact person’s contact details that accepts the Terms and Conditions.
On behalf of the data processor:
Name: Sonia Moula
Position: Privacy Manager & Legal Associate
E-mail: snm@corti.ai
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:
Providing the services detailed in the Terms and Conditions.
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):
Access, transmission, modification, deletion, pseudonymization, anonymization of personal data in connection with the provision of the above-mentioned services.
These services may be delivered through various interfaces, including both API and Assistant. The processing involves the use of machine learning models for transcription, medical code prediction, and summarization.
The services include the use of a machine learning model employed to transcribe audio data, converting audio input into textual output. This model is specifically fine-tuned using audio recordings from consultations, enhancing its accuracy for this particular domain. Importantly, no patient or consultation-specific metadata is utilized during either the inference process (audio-to-text conversion) or the fine-tuning phase.
For the prediction of medical codes, another machine learning model is utilized. This model processes both raw audio and the textual output generated by the transcription model. Its training involves periodic fine-tuning, incorporating user corrections to continually improve its performance and accuracy in code prediction.
The task of summarization is handled by a proprietary large language model (LLM). This model takes the text transcribed by the first model and processes it according to a specified template provided in the input prompt. Similar to the previous models, this summarization model also benefits from periodic fine-tuning, using corrections from users to refine its output and better meet user expectations.
As part of the provision of the services, the Processor may access and process customer data, including but not limited to audio recordings and associated metadata, for the purpose of investigating operational incidents, improving support processes, and ensuring service quality.
The described processing applies to both API-based integrations and Assistant-led use, depending on the customer’s chosen implementation.
A.3. The processing includes the following types of personal data about data subjects:
The data controller determines the types of data processed by the services used, which may include:
Ordinary and confidential personal data:
- Name
- Address
- Phone number
- Date of birth
- ID number
- Recordings
- Transcripts
- Online identifiers
- Login details
- Employee ID
- Job position
Special categories of personal data:
- Health information.
- Possible: political, religious or philosophical belief.
- Possible: Racial and ethnic origin.
- Possible: Sex life or sexual orientation.
A.4. Processing includes the following categories of data subjects:
Personnel:
Individuals employed or engaged by the Data Controller that have access to the Offering, including:
- Physicians, nurses, paramedics, and other clinical staff using the Offering;
- Administrative staff involved in coordinating or documenting patient interactions;
- IT personnel managing the integration or technical operation of the Offering;
- Support personnel submitting or mentioned in support requests related to the Offering;
- Decision-makers and authorized contacts of the Data Controller with user access to the system.
Patients and Related Individuals:
Natural persons whose personal data may be captured or referenced through the use of the Offering, including:
- Patients, whose health-related information is recorded, dictated, or processed via the Offering;
- Third parties mentioned during clinical interactions (e.g., relatives, caregivers, or emergency contacts), to the extent such individuals are referenced in dictated notes, voice recordings, transcriptions, or associated metadata.
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:
The processing will continue until the Agreement is no longer valid (e.g., because of termination, expiration etc.). All personal data will be deleted 30 days after the Main Agreement’s termination.
Appendix B: Authorised sub-processors
B.1. Approved sub-processors
On commencement of the Clauses, the data controller authorises the engagement of the following sub-processors as listed in our current list of authorised sub-processors.
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 general 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
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 anysnipp intended changes concerning the addition or replacement of sub-processors at least 1 month in advance, thereby giving the data controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s) pursuant to Clause 7.3.
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 processor is obliged to process the personal data in accordance with the data controller's instructions under the Main Agreement (including the Exhibits) in a clear format to fulfill its obligations under these agreements, including the Exhibits, for the purposes stated above in A.1.
C.2. Security of processing
The data processor implements and maintains the technical and organisational security measures described in this Appendix. The data processor may update or modify such technical and organisational measures from time to time, provided that such updates and modifications do not materially decrease the overall security of the services.
- Policies. The data processor documents and maintains information security policies approved by its senior management. Policies are readily accessible to all employees and contractors.
- People Security. An execution of a confidentiality agreement, via confidentiality clauses or the execution of a non-disclosure agreement, is required from all employees and contractors. Performance of reference checks and/or a background check that is administered before hiring in accordance with applicable local laws. As appropriate, the data processor establishes mechanisms or processes to communicate and hold individuals accountable in relation to work and security, such as performance evaluation.
- Training and Awareness. The data processor provides appropriate security and privacy training and awareness to all its personnel and contractors, both upon onboarding and at least annually thereafter. Policies and procedures are rolled out to employees and contractors for approval as pertinent to their role. All software engineers are trained in secure coding techniques.
- Storage. The data processor stores personal data with an approved cloud hosting provider as listed in the ‘’Approved sub-processors” list mentioned in Appendix B. The cloud provider holds and maintains a robust security program and security certifications (incl. SOC 2 Type 2 and ISO 27001).
- System Access Control and Access Management. The data processor maintains access control policies and procedures that are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data. The data processor requires the use of unique IDs, together with passwords and/or two-factor authentication. Documented permission processes are employed, and access is logged. Access rights are granted or modified on a need-to-know basis. Access lists are under periodic review. In addition to the multifactor authentication, access to the cloud systems is only possible through the data processor’s network or a dedicated VPN. Access to production is granted only on a case-by-case basis and is time-limited. The offboarding process takes effect by revoking access to systems.
- Risk Management. The data processor performs appropriate risk assessments as part of an ongoing risk governance program with the following steps (i) recognizing risks pertaining to multiple areas including security and privacy, (ii) assessing the impact of risk, and (iii) where risk reduction or mitigation strategies are identified, effectively managing the risk and implementing identified risk mitigation controls.
- Third-party vendor management. The data processor has implemented a vendor management program that applies the appropriate technical and organizational security controls that are proportional to the type of service the third-party vendor is providing and any associated security-related risks. Prospective third-party vendors are vetted through a process that ensures they comply with, and will continue to comply with, the data processors’ confidentiality, security, and privacy requirements for the duration of their relationship.
- Network security. The data processor restricts unwanted network traffic through the use of firewalls, security groups and/or IP allowlisting.
- Encryption. The data processor ensures all personal data is encrypted at rest (with security no less than 256-bit Advanced Encryption Standard (AES) encryption or similar) and during transit (incl. Secure FTP or HTTPS, using transport layer security (TLS) 1.2 or higher).
- Monitoring and alerting. The data processor maintains a monitoring and alerting system where actions, events, and capacity are logged, and alerts are set to known vulnerabilities.
- Incident Response. The data processor maintains an incident response procedure to ensure the ability to identify and respond to incidents in a timely manner. Personnel on call are trained to react promptly to known incidents. All incidents are logged. Causes, impact, and immediate and long-term solutions related to an incident are part of a post-mortem evaluation.
- Secure development. The data processor employs a secure development lifecycle process, which includes change management, requirements gathering, code review, and testing.
- Business continuity management. The data processor implements and maintains business continuity processes, which include the development of disaster recovery and business continuity plans that outline measures to prevent and address potential disasters or failures.
- Customer data backup. The data processor performs regular backups of customer data, which is hosted on the cloud provider’s data center infrastructure.
- Vulnerability Management. The data processor maintains controls and policies to mitigate the risk of security vulnerabilities. The data processor engages independent, recognized third parties to conduct application-level penetration tests at least annually. Security threats and vulnerabilities that are detected are prioritized, triaged, and remediated.
- Workstation security. The data processor employs multiple security controls in workstations, including anti-malware scanning, screen saver lock, auto-update configurations, and monitoring.
- Data handling. The data processor maintains formal procedures for handling data, including the handling of personal data.
- Physical security. The data processor’s physical premises are secured with appropriate anti-theft monitoring and alarms. Offices have designated secure rooms for IT equipment and internet setup. For the cloud environment, the data processor relies on the hosting provider’s extensive physical security controls.
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 the following technical and organisational measures:
Assistance with Data Subject Requests: The data processor shall implement and maintain appropriate technical and organisational measures to enable the Data Controller to respond to requests from data subjects exercising their rights under the GDPR, including rights of access, rectification, erasure, restriction of processing, data portability, objection, and rights related to automated decision-making. The data processor shall, upon written request from the Data Controller, provide relevant information or take necessary actions within reasonable timeframes to support the Controller’s response to such requests.
Assistance with Security of Processing: The data processor maintains and applies technical and organisational measures described in Section C.2 to ensure a level of security appropriate to the risk, including encryption, access controls, and regular risk assessments. In the event of a personal data breach, the Data Processor shall notify the Data Controller without undue delay and provide reasonable cooperation and assistance with breach assessment, mitigation, and notification obligations as outlined in Article 33 and 34 of the GDPR.
Assistance with Data Protection Impact Assessments (DPIAs): Upon request, the Data Processor shall provide the Data Controller with available information necessary to support the performance of a DPIA or prior consultation with the relevant supervisory authority as required under Articles 35 and 36 of the GDPR. This includes documentation of the Data Processor’s technical and organisational security measures, risk assessments, and any relevant audits or third-party certifications (e.g., SOC 2 Type 2, ISO 27001).
Support for Compliance Monitoring: The Data Processor shall make available to the Data Controller information necessary to demonstrate compliance with obligations under the DPA and data protection law, including audit logs, Documentation of implemented controls, Information on sub-processors and transfer safeguards. The Data Processor shall permit and contribute to audits and inspections by the Data Controller or an auditor mandated by the Controller, subject to the conditions agreed in this DPA.
Incident Management: The Data Processor has implemented an incident response plan (as described in Section C.2) to identify, report, and manage security incidents in a timely and structured manner. Post-incident evaluations include sharing relevant findings with the Data Controller where such incidents impact personal data.
C.4. Storage period/erasure procedures
Data Processor’s default retention policy is data storage for the duration of the agreement for the customer's access. The processing will continue until either the Agreement is no longer valid (e.g., because of termination, expiration, etc.) All personal data will be deleted 30 days after the contract's termination. The customer may delete the data by using the delete function, e.g., ensuring data is stored for only the length of a consultation.
Upon termination of the provision of personal data processing services, the data processor shall delete unless the data controller – after the signature of the agreement – has modified the data controller’s original choice. Such modification shall be documented and kept in writing, including electronically, in connection with the Clauses.
C.5. Processing location
Processing of the personal data under the Clauses cannot be performed at other locations than the following without the data controller’s prior written authorisation. The processing locations, as applicable to each authorised sub-processor, are detailed in our current link of authorised sub-processors.
C.6. Instruction on the transfer of personal data to third countries
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.
Where the Data Processor engages sub-processors to process Personal Data, it shall ensure that such sub-processors are contractually bound to data protection obligations that provide an equivalent level of protection for Personal Data as set out in this Agreement, including, where applicable, the execution of the European Commission’s Standard Contractual Clauses (SCCs) or other lawful transfer mechanisms in accordance with Chapter V of the GDPR. Sub-processors processing Personal Data in third countries do so only on the basis of appropriate safeguards and in full compliance with Data Protection Laws. The Data Processor remains fully liable for the performance of its sub-processors’ obligations in accordance with the terms of this Agreement.
The Data Controller acknowledges that the Data Processor may access and process Personal Data from locations outside the European Economic Area (“EEA”) in order to provide the contracted services, including through sub-processors located in jurisdictions where the Data Processor’s sub-processors maintain operations. The Data Processor shall ensure that all such transfers are conducted in compliance with applicable Data Protection Laws and, where required, with appropriate supplementary measures in place.
Transfer Mechanisms for Data Transfers
The data Processor will not transfer Personal data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
The data Processor confirms that, where it transfers Personal Data to the United States, such transfers are made in reliance on the EU–US Data Privacy Framework (DPF), which has been recognized by the European Commission as providing an adequacy decision pursuant to Article 45 of the GDPR. The Data processor is self-certified and listed as a participating organization under the EU–US DPF, the UK Extension to the EU–US DPF, and the Swiss–US DPF.
C.7. Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor
The data processor shall once a year at the data processor's expense obtain an auditor's report from an independent third party concerning the data processor's compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses.
The parties have agreed that the following types of Auditor's report may be used in compliance with the Clauses:
At least one of the following: ISO 27001 certificate (including scope and SOA), ISO 27701 certificate, ISAE 3000, ISAE 3402 Type II, or SOC 2. And/or participation in audit questionnaires including relevant documentation, or other relevant and similar reports or certifications.
The auditor's report shall, upon the data controller’s request, be submitted to the data controller for information.
C.8. Procedures for audits, including inspections, of the processing of personal data being performed by sub processors
The data processor shall once a year at the sub-processor’s expense obtain an Auditor’s Report from an independent third party concerning the sub-processor's compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses.
The parties have agreed that the following types of Auditor’s Report may be used in compliance with the Clauses:
At least one of the following: ISO27001 Certificate, ISO27701 Certificate, ISAE3000, ISAE3402II or SOC2, And/or participation in audit questionnaires incl. relevant documentation, Or other relevant and similar reports or certifications
The auditor's report shall, upon the data controller’s request, be submitted to the data controller for information.
Appendix D: STANDARD CONTRACTUAL CLAUSES (SCC)
Module Two: Controller to Processor
Module Three: Processor to Sub-Processor
If the Data Processor processes any Customer Data outside the EEA, such processing will be governed by the provisions of the EU Standard Contractual Clauses, pursuant to Clause C.6.
The EU Standard Contractual Clauses (Modules Two and Three) with the following modifications are hereby incorporated here:
- Module Two (Transfer Controller to Processor) clauses shall apply to the processing activities concerning Customer’s Data, where the Customer is the Controller (exporter) and Data Processor is the Processor (importer).
- Module Three (Transfer Processor to Processor) clauses shall apply to the processing activities concerning End Customer Data, where the Customer is the Processor (exporter) and Data Processor is the sub-processor (importer)
- Clause 7 (Docking Clause) - Optional - shall apply
- Clause 9(a) (Use of Sub-processors):
- Module Two - The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The applicable time period shall be 30 (thirty) days.
- Module Three - The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The applicable time period shall be 30 (thirty) days.
- Clause 11 (Redress): The option in paragraph (a) shall not apply.
- Clause 17 (Governing Law): Option 1 shall apply. The applicable law shall be the law of Denmark.
- Clause 18 (Choice of Forum and Jurisdiction): The courts of Denmark shall be inserted into paragraph (b).
Appendix A: shall be completed as follows:
- List of Parties: as set out in this DPA, with the Customer being the data exporter and Data Processor being the data importer.
- Description of Transfer: as set out in this DPA.
- Competent Supervisory Authority: The Danish Supervisory Authority.
Appendix B: shall be completed as follows:
- The sub-processors as set out in this DPA.
Where the UK GDPR applies, the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the Information Commissioner under s.119A(1) of the Data Protection Act 2018 (“UK Addendum”) applies. The UK Addendum shall be deemed complete with relevant information from this DPA.
Where the Swiss Data Protection Act (“Swiss DPA”) applies, the applicable standard data protection clauses issued, approved or otherwise recognized by the Swiss Federal Data Protection and Information Commissioner (“FDPIC”) (the “Swiss SCCs”). The Swiss SCCs shall be deemed completed with relevant information from this DPA.
Appendix E: The parties’ terms of agreement on other subjects
No additional terms have been agreed between the Parties under this Appendix.