Data Processing Agreement

1. Preamble

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.
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).
In the context of the provision of Licence and Service Agreement, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.
The Clauses shall take priority over any similar provisions contained in other agreements between the parties.
Four appendices are attached to the Clauses and form an integral part of the Clauses.
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.
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.
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.
The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
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.

2. The rights and obligations of the data controller

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.
The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.
The data controller shall be responsible, among others, for ensuring that the processing of personal data, which the data processor is instructed to perform, has a legal basis.

3. The data processor acts according to instructions

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.
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.

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

4. Confidentiality

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. Based on 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.
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.

5. Security of processing

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 organizational 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:
1. Pseudonymisation and encryption of personal data;
2. the ability to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
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;
4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
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.
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 processors according 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 according to Article 32 GDPR, the data controller shall specify these additional measures to be implemented in Appendix C.

6. Use of sub-processors

The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR to engage another processor (a sub-processor).
The data processor shall therefore not engage another processor (sub-processor) for the fulfilment of the Clauses without the prior general written authorization of the data controller.
The data processor has the data controller’s general authorization for the engagement of sub-processors. The data processor shall inform the data controller of any intended changes concerning the addition or replacement of sub-processors at least one month in advance, thereby allowing the data controller to object to such changes before 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 authorized by the data controller can be found in Appendix B.
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 organizational 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 according to the Clauses and the GDPR.
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 allowing the data controller 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.
The data processor shall agree to a third-party beneficiary clause with the sub-processor where – in the event of bankruptcy of the data processor – the data controller shall be a third-party beneficiary to the sub-processor agreement and shall have the right to enforce the agreement against the sub-processor engaged by the data processor, e.g. enabling the data controller to instruct the sub-processor to delete or return the personal data.
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.

7. Transfer of data to third countries or international organizations

Any transfer of personal data to third countries or international organizations by the data processor shall only occur based on documented instructions from the data controller and shall always take place in compliance with Chapter V GDPR.
In case transfers to third countries or international organizations, 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 before processing unless that law prohibits such information on important grounds of public interest.
Without documented instructions from the data controller, the data processor therefore cannot within the framework of the Clauses:
1. transfer personal data to a data controller or a data processor in a third country or in an international organization
2. transfer the processing of personal data to a sub-processor in a third country
3. have the personal data processed in by the data processor in a third country
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.
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.

8. Assistance to the data controller

Taking into account the nature of the processing, the data processor shall assist the data controller by appropriate technical and organizational 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:
1. the right to be informed when collecting personal data from the data subject
2. the right to be informed when personal data have not been obtained from the data subject
3. the right of access by the data subject
4. the right to rectification
5. the right to erasure (‘the right to be forgotten’)
6. the right to restriction of processing
7. notification obligation regarding rectification or erasure of personal data or restriction of processing
8. the right to data portability
9. the right to object
10. the right not to be subject to a decision based solely on automated processing, including profiling
In addition to the data processor’s obligation to assist the data controller according to Clause 6.4., 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:
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;
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;
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);
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.
The parties shall define in Appendix C the appropriate technical and organizational 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 8.1. and 8.2.

9. Notification of personal data breach

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.
The data processor’s notification to the data controller shall, if possible, take place within 24 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.
Following Clause 8(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, according to Article 33(3) GDPR, shall be stated in the data controller’s notification to the competent supervisory authority:
1. The nature of the personal data including where possible, the categories and an approximate number of data subjects concerned and the categories and an 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.

10. Erasure and return of data

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 the storage of the personal data.

11. Audit and inspection

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.
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.
The data processor shall be required to provide the supervisory authorities, which according 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.

12. The parties’ agreement on other terms

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.

13. Commencement and termination

The Clauses shall become effective on the date of both parties’ signature.
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.
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 upon between the parties.
If the provision of personal data processing services is terminated, and the personal data is deleted or returned to the data controller according to Clause 10.1. and Appendix C.4., the Clauses may be terminated by written notice by either party.

14. 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

The parties may contact each other using the following contacts/contact points:
The parties shall be under obligation continuously to inform each other of changes to contacts/contact points.

Name:
Position:
Telephone:
E-mail:

Name: Security Team
Position: Security team
Telephone: N/A
E-mail: [email protected]

Appendix A – Information about the processing

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

The purpose of the Allyy service is to enable the data controller to improve the personal relevance and quality of sales- and marketing communication to increase customer satisfaction and conversion of sales- and marketing activities.

The Allyy service provides the data controller with calculated likelihoods of responses to sales- and marketing activities on a personal level.

The Allyy service also provides a ranking of Offers (Products and Services), Content Items (e.g. HTML elements for a web page or email), and Treatments (in- and outbound sales- and marketing activities).

Response predictions and ranking can be used to select a relevant audience for sales- and marketing activities and make sure that the most relevant content and offers are used for each individual person in the audience.

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:

The data processor can upload relevant data regarding a data subject, i.e. customer, using a pseudonymized key as an identifier.

Data is stored in the Allyy database and before that, storage attribute names provided by the data controller are hashed or anonymized.

Data regarding the data subject is used to create training datasets for prediction models. These datasets are anonymous and do not contain any personal data.

Prediction models are created by the Allyy service using AI (Artificial Intelligence) and Machine Learning. It is initiated by the data controller through the Allyy service API (Application Programming Interface) or via the Allyy UI (User Interface) using model parameters provided by the data controller.

On request through the Allyy Service UI or API, the data controller can deploy the model for production use and be used to calculate predictions and ranking, by the data controller, specified audience.

Calculation of predictions requires a data set, based on attributes from the specified audience, and is uploaded to the Allyy service. This data set is automatically generated based on the parameters requested by the data controller through the API or UI of the Allyy service.

Calculations are processed in memory and each row is identified by a pseudonymized key, which is generated using the specific pseudonymized key delivered by the data controller. Prediction records are stored temporarily in memory in the timeframe of the prediction calculation and not saved to any permanent storage media.

The result of the calculation process can be retrieved by the data controller through the Allyy service API or UI. The resulting data set consists of the pseudo key of the data subject and numeric prediction values, thus does not contain personal data.

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

The data processor can upload data to a standardized data model used for the creation and execution of prediction models. The model consists of the following entities:

Contact Attributes: Any relevant descriptive data regarding a data subject (e.g. Age, Gender, Zip code, Income, Education, Job title). The data processor can customize the number of attributes and can freely name attributes however attribute names are hashed or anonymized and values in categorical columns are hashed. The data controller is solely responsible for ensuring not to transfer any non-pseudonymized personal data to Allyy

Offer Response history: History of reaction to offers presented to the data subject through sales- and marketing activities. (e.g. purchases, subscriptions)

Content Response history: History of reaction to the content shown to the data subject in sales- and marketing communication (e.g. e-mails, webpages, banner ads, social media ads, phone apps) typically in the form of click tracks on image and text links.

Treatment History: History of sales- and marketing activities in which the data subject has participated in, e.g. receiving an email, a letter, receiving a telemarketing call or meeting).

Treatment Response History: History of reaction to sales- and marketing activities in which the data subject has participated. (e.g. email open, purchase, answering a phone call, visit a webpage, questionnaire answers)

All attributes regarding: Treatment history, treatment response history, offer response history, and content response history is handled the same way as contact attributes. Attribute names are hashed or anonymized and values in categorical columns are hashed.

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

Data subjects, equivalent to Contacts in the Allyy service, can be

Person: Individuals who are the data controllers’ customers, and leads.
Household: A group of persons living at the same address who are the data controllers’ customers and leads.
Organization: A group of people or a legal entity who are the data controllers’ customers and leads.

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:

Processing shall not be time-limited and shall be performed until this Data Processing Agreement is terminated or cancelled by one of the Parties.

All processing is controlled and initiated by the data controller.

The data controller can request the deletion of personal data after which the data processor shall delete the requested data.

Appendix B Authorised sub-processors

B.1. Approved sub-processors

On commencement of the Clauses, the data controller authorizes the engagement of the following sub-processors:

NAME	SERVICE	ADDRESS	DESCRIPTION OF PROCESSING
Google Cloud EMEA Limited IE3668997OH	Google Cloud Storage	70 Sir John Rogerson’s Quay, Dublin 2, Ireland	The data controller has access to upload its own data files via a protected Google Cloud API. Data files follow the Allyy standard data model including custom attribute columns defined by the data controller. The data controller, prior to transferring data to the data processor, must ensure that: – No sensitive personal data is transferred – Personal data is pseudonymized – Custom columns do not contain personal data – Identifiers of entity types and entity lists are named in an appropriate way, which cannot be related to personal informatio Data is processed in Google’s data centre of Mons- Saint Ghislain. Rue de Ghlin 100, Baudour 7331 St-Ghislain, Belgium.
Google Cloud EMEA Limited IE3668997OH	Google Cloud BigQuery	70 Sir John Rogerson’s Quay, Dublin 2, Ireland	Data uploaded by the data controller is merged into BigQuery. In this merge, an internal one-way pseudonymized identifier is created, based on the specific pseudonymized identifier from the uploaded dataset. Data is used to create anonymous training datasets for modelling in Vertex AI and second level pseudonymized datasets for prediction in Vertex AI. The calculated predictions are stored in BigQuery. Anonymized model training data is by default deleted after one year from the time of anonymization. The data controller can change the retention period of the model training data, both during the initial engagement setup as well as anytime during the duration of the engagement, using the service UI. Data is processed in Google’s data centre of Mons- Saint Ghislain. Rue de Ghlin 100, Baudour 7331 St-Ghislain, Belgium.

The data controller shall on the commencement of the Clauses authorize the use of the above-mentioned sub-processors for the processing described for that party. The data processor shall not be entitled – without the data controller’s explicit written authorization – to engage a sub-processor for ‘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 authorization of sub-processors

The data processor will engage with the above-detailed sub-processors to supply its services and ongoing operations. The data processor shall, however, inform the data controller of any planned changes concerning additions to or replacement of data processors. Such notification shall be submitted to the data controller a minimum of 1 month before the engagement of new sub-processors or amendments coming into force.

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:

Based on data files uploaded by the data controller, the data processor generates prediction models using AI and Machine Learning. These models are used to predict the data controller’s customers’ reactions to sales and marketing activities, including specific products and content elements in sales and marketing materials.

Calculated probabilities are delivered from the data processor back to the data controller’s systems via a data interface whereby the data controller can use the information to select appropriate customers and/or messages for each subject of the data controller’s sales and marketing activities.

Results from activities and customer data are continuously updated by uploading data files from the data controller to the data processor and prediction models are continuously optimized based on this data.

C.2. Security of processing

The level of security shall take into account:

By default, Allyy does not process personal data, where the data controller is solely responsible for not transferring these data types to the data processor, concerning section 2 – Data Processing Agreement Preamble, and 3 – The Rights and Obligations of the data controller, in this Data Processing Agreement. However, the level of security must reflect that the processing can potentially involve personal data, which is subject to Article 9 of the General Data Protection Regulation on ‘special categories of personal data’ which is why a ‘high’ level of security has been established.

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

The data processor will – in any event, and at a minimum – implement the following security measures:

Before uploading data to the Allyy service personal data is required to be pseudonymized by the data controller. Allyy will then add a second level of pseudonymization to the data for internal use.
Attribute names (column names) provided by the data controller are anonymized or hashed.
Categorical values in attribute columns are anonymized or hashed.

The Allyy service is hosted in Google Cloud, which provides both high availability, high-security level for data storage and computes engines as well as a high level of physical security. The Allyy service is designed as a high availability and fault tolerant system that can be restored automatically in case of hardware failures and is built using modern and proven technologies stack: asp.net core, BigQuery, MySQL, and Postgres databases, Google Cloud App Engine, and Kubernetes.

Using Google Cloud infrastructure, in case of physical failure of a data centre, the data and services can be quickly transferred to another data centre, where the data processor has ensured that the processing on the failover only happens within the EU. The data processor performs regular backups of data and has automated mechanisms in place to restore the service in case of a human error or hardware failure.

To deliver services of high quality and durability, the data processor follows industry best practices for delivery and quality assurance:

Continuous integration
Unit testing
Automated integration testing
Manual QA at staging environment
Continuous monitoring of service availability and health

All data uploads and downloads are handled through the Allyy API using protected HTTPS protocols. Requests through the Allyy API also require authentication with OAUTH 2.0 client credentials.

Google BigQuery and Google Storage are used as persistent data storage. Google provides high-security levels for both services that involve end-to-end encryption and ensuring authorized access through OAuth 2.0 authorization.

Using the microservices architecture also supports high availability and fault tolerance where the system itself can only be accessed by authorized users via protected protocols, ensuring that data cannot be accessed by unauthorized parties.

Every interaction with Google Cloud services is automatically logged, which allows tracking of all actions performed in the system, to easily identify causes of data damage or unauthorized access. The data processor has also implemented its own logging system that logs all user interactions or exceptional situations that happen during service use.

C.3. Storage period/erasure procedures

Allyy only retains data files uploaded by data controller for 3 days, after which the uploaded files are removed from Google Cloud storage.

The data is kept in production as long as the data subject is being scored but will be either anonymized or completely deleted upon specific request from the data controller.

When a request for anonymization is received, the relation between the pseudonymized key from the data controller and the internal Allyy pseudonymized key is removed. This will ensure that historic information about the data subject is anonymized and only used for the training of prediction models.

Upon documented instruction from the data controller to delete a data subject, the data processor shall delete all personal data relating to that data subject.

However, where the data subject has participated in sales or marketing activities, the data processor may retain strictly anonymized transactional-level information (such as campaign participation, payment amount, and date) for statistical and model training purposes, provided that:

All identifiers and pseudonymized keys are permanently removed;
No re-identification is possible;
The retained data cannot be linked to an identifiable natural person;
The anonymization is irreversible.

C.4. Processing location

Processing of personal data under this Data Processing Agreement cannot be performed at other locations than the following without prior notification to the data controller, concerning Appendix B, section b1:

Google Cloud in the EU
The data processor offices in the EU

C.5. Instruction on the transfer of personal data to third countries

The data processor does not transfer data to any third countries. If for any reason the data processor should need to transfer data to a third country to ensure ongoing operations of its services, the data processor will engage the data controller for specific written consent for this transfer, before engaging in the transfer.

If the data controller does not in this clause or by subsequent written notification provide instructions or consent on the transfer of personal data to a third country, the data processor shall not be entitled within the framework of this Data Processing Agreement to perform such transfer.

C.6. Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor

The Parties have agreed that the following types of inspection report may be used:

the data processor will once a year perform a self-assessment of how the company adheres to GDPR guidelines and how security around the processing of data is ensured.

The basis for the self-assessment is an ISAE 3000 assurance report on information security and measures according to the data processing agreement and will be made available to the data controller upon request.

The data controller or the data controller’s representative shall in addition have access to inspecting, including physically inspecting, the processing at the data processor’s facilities when the data controller deems that this is required.

Should the data controller at any point deem the self-assessment as insufficient, the data controller can obtain from the data processor an inspection report from an independent third party, ex. an ISAE 3000 report, with regards to the data processor’s compliance with this Data Processing Agreement and its associated Appendices.

C.7. Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors

It is the responsibility of the data processor to ensure that adequate protection has been implemented by its sub-processors, for the processing performed as part of the engagement with the data controller. The data processor has examined the necessary processing documentation provided by the sub-processors and has deemed it sufficient for the risk involved in the processing.

The documentation can be found through the following links:

– Google Cloud https://cloud.google.com/terms/data-processing-terms

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 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 reports may be used in compliance with the Clauses.

The auditor’s report shall without undue delay be submitted to the data controller for information. The data controller may contest the scope and/or methodology of the report and may in such cases request a new audit/inspection under a revised scope and/or different methodology.

Based on the results of such an audit/inspection, the data controller may request further measures to be taken to ensure compliance with the GDPR, the applicable EU or Member State data protection provisions, and the Clauses.

The data processor or the data processor’s representative shall in addition have access to inspect, including physically inspect, the places where the processing of personal data is carried out by the sub-processor, including physical facilities as well as systems used for and related to the processing. Such an inspection shall be performed, when the data processor (or the data controller) deems it required.

Documentation for such inspections shall without delay be submitted to the data controller for information. The data controller may contest the scope and/or methodology of the report and may in such cases request a new inspection under a revised scope and/or different methodology.

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

See Subscription agreement.