Data Processing Agreement

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

between

Customer (the legal entity signing the Fortiv Framework Agreement)

(the data controller)

and

Fortiv ApS
CVR 45231283
Store Kongensgade 59 A 4
1264 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

1. Preamble
   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. 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).
   3. In the context of the performance of the Framework Agreement and provision of business continuity management platform and related services described therein, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.
   4. The Clauses shall take priority over any similar provisions contained in other agreements between the parties.
   5. Four appendices are attached to the Clauses and form an integral part of the Clauses.
   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.
   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.
   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.
   9. Appendix D contains provisions for other activities which are not covered by the Clauses.
   10. The Clauses along with appendices shall be retained in writing, including electronically, by both parties
   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.
2. The rights and obligations of the data controller
   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.
   2. The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.
   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.
3. The data processor acts according to instructions
   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.
   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.
4. Confidentiality
   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.
   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.
5. Security of processing
   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.
   2. 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 organisational measures for ensuring the security of the
         processing
   3. 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.
   4. 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.
   5. 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.
6. Use of sub-processors
   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).
   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.
      
      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.
   3. 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.
      
   4. 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.
      
   5. 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 organisations
   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.
   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.
   3. 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
   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.
   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.
8. Assistance to the data controller
   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:
      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
   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:
      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, Datatilsynet, 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, 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.
   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 8.1. and 8.2.
9. Notification of personal data breach
   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.
   2. The data processor’s notification to the data controller shall, if possible, take place within 36 24 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.
   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:
      1. 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;
      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.
   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.
10. Erasure and return of data
    1. On termination of the provision of personal data processing services, the data processor shall be under obligation, by the data controllers choice, to delete all personal data processed on behalf of the data controller and certify to the data controller that it has done so or 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.
    2. The data processor commits to exclusively process the personal data for the purposes and duration provided for by this law and under the strict applicable conditions.
11. Audit and inspection
    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.
    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.
    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.
12. The parties’ agreement on other terms
    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.
13. Commencement and termination
    1. The Clauses shall become effective on the date of both parties’ signature.
    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.
    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.
    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.
14. Data controller and data processor contacts/contact points
    1. The parties may contact each other using the contacts/contact points from the communication about signing the Fortiv Framework Agreement.
    2. The parties shall be under obligation continuously to inform each other of changes to contacts/contact points.

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:

• The purpose of the data processing conducted by the data processor on behalf of the data controller is to process personal data through the data controller’s cloud-based business continuity management platform, including storage, organisation, structuring, retrieval, consultation, use, and disclosure.

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 nature of the data processing is to enable the data controller to:

• Develop and maintain business continuity plans
• Conduct risk assessments and impact analyses
• Manage crisis and incident response
• Store critical contract information and recovery procedures
• Generate compliance documentation
• Conduct simulations and exercises for testing/validation

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

subjects:

The types of personal data being processed by the data processor are the following:

User Identity Data:

• Names
• Email addresses
• Job titles and roles
• Login credentials (hashed and encrypted)
• Phone numbers

Organisational Data:

• Organisational structure and reporting relationships
• Department and location information
• Role assignments and responsibilities

Business Continuity Data:

• Critical business processes and dependencies
• Risk assessment information
• Recovery time objectives and priorities
• Emergency response procedures

Incident Management Data:

• Incident reports and status updates
• Crisis communication logs
• Decision documentation

Contact Information:

• Emergency contact details
• Notification preferences
• Communication history

System Data:

• IP addresses
• Device and browser information
• Session data and authentication logs
• User activity and audit trails

The data controller’s Support Data:

• Support tickets and queries
• Chat transcripts
• Account metadata

Integration Data (if applicable):

• Data synchronized from the data controller’s HR systems
• Data synchronized from the data controller’s ITSM systems
• Data synchronized from the data controller’s CMDB
• Calendar and contact data from third-party systems

The data processor does not intentionally collect or process sensitive personal data (special categories of data under GDPR Article 9, such as health data, racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data, or data concerning sex life or sexual orientation).

If the data controller includes such personal data in the Services, the data controller warrants that it has obtained appropriate legal basis and consent for such processing.

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

The processing of personal data by the data processor on behalf of the data controller are regarding the following categories of data subjects:

• The data controller’s employees
• The data controller’s contractors and vendors
• The data controller’s emergency contacts
• Other individuals identified in the data controller’s business continuity plans

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 duration of the processing persists until the termination of the Framework

Agreement between the data controller’s and data processor.

Appendix B Authorised sub-processors
B.1. Approved sub-processors and sub sub-processors

On commencement of the Clauses, the data controller authorises the engagement of the

following sub-processors:

Furthermore, on commencement of the Clauses, the data controller might also authorise the engagement of other sub-sub-processors related to the above sub- processors. The Customer can be informed of these pr. request or where relevant on the sub-processors website, e.g. for Amazon.

The data controller shall on the commencement of the Clauses authorise the use of the abovementioned sub-processors etc. 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

Before engaging any new sub-processors, the data processor shall:

• Conduct appropriate due diligence of the sub-processor’s security and privacy practices
• Enter into a written agreement with the sub-processor imposing data protection obligations no less protective than those in this Schedule DPA
• Provide the data controller with at least 30 days advance notice via email to the primary account contact as stated in Clause 15.

The data controller may object to the data processors appointment of a new sub- processor on reasonable grounds relating to data protection by notifying the data processor in writing at privacy@fortiv.io within 30 days of receiving notice.

If the data controller objects:

• The data processor shall use reasonable efforts to make available to the data controller a change in the Services or recommend a commercially reasonable alternative
• If the data processor cannot accommodate the data controller’s objection, the data controller may terminate the affected Services by providing written notice to the data processor.

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 subject matter of the data processing conducted by the data processor on behalf of the data controller is for the provision of business continuity management platform and related services. The processing operations are as follows:

• Collection: Receiving personal data from the data controller and the data controller’s authorized user
• Storage: Storing personal data in encrypted databases and object storage (AWS eu-central-1)
• Organization and Structuring: Organizing personal data within the platform’s data models
• Retrieval and Consultation: Enabling the data controller to access and view personal data through the Services interface
• Use: Processing personal data to provide the Services functionality (AI-assisted analysis, notifications, reporting)
• Disclosure: Sharing personal data with Sub-processors as necessary to provide the Services (e.g., sending notifications via Twilio)
• Transmission: Transferring data between Services components (always encrypted in transit)
• Deletion: Securely deleting personal data upon the data controller’s request or termination of services

C.2. Security of processing

The level of security shall take into account that the processing is primarily confined to processing of non-sensitive personal data as stated in Clause A.3. The data processor, taking into account the nature of the processing shall hereafter be entitled and under obligation to make decisions about the technical and organisational security measures that are 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:

1. Physical and Environmental Security

Fortiv office facilities:

• Key fob access control for office entry
• Visitor logging and escort requirements
• Secure disposal of physical media

Cloud infrastructure (AWS eu-central-1 — inherited controls):

• 24/7 physical security with professional guards
• Video surveillance and recording
• Multi-factor authentication for physical access
• Biometric access controls (fingerprint, iris scanning)
• Redundant power systems (UPS, generators)
• Fire detection and suppression systems
• Environmental controls (temperature, humidity)

2. Access Control

2.1. Logical Access Control

Authentication:

• Multi-factor authentication (MFA) mandatory for all access to production
  systems and the data controller data
• Strong password policies (minimum length, complexity, expiration)
• Unique user accounts (no shared credentials)
• Centralized identity management

Authorization:

• Role-based access control (RBAC)
• Principle of least privilege
• Just-in-time access for privileged operations
• Regular access reviews (quarterly)
• Automatic access revocation upon termination

Session Management:

• Automatic session timeout after inactivity
• Secure session token generation and handling
• Protection against session hijacking

2.2. Physical Access Control

• Restricted access to areas housing production systems
• Badge-controlled entry points
• Logging of physical access events

3. Data Security

3.1. Encryption

In Transit:

• TLS 1.3 for all data in transit between clients and the data processors services
• TLS 1.2 minimum for inter-service communication

At Rest:

• AES-256 encryption for all data at rest
• AWS KMS for key management
• Encrypted database storage (RDS encryption)
• Encrypted object storage (S3 encryption)
• Encrypted backups

3.2. Data Separation

Logical Separation:

• Multi-tenant architecture with logical data isolation (row level security)
• Application-level role based access controls

Network Separation:

• Separate VPCs for production and development environments
• Network segmentation using security groups and NACLs
• No production data in non-production environments
• AWS SSM Session Manager for secure, audited administrative access (bastion-less)

3.3. Data Minimization

• Collection limited to data necessary for service provision
• No unnecessary data retention
• Automatic deletion of logs after retention period
• Anonymization and pseudonymization where appropriate

4. Operational Security

4.1. Change Management

• Documented change management procedures
• Separate development and production environments
• Code review requirements (peer review for all production changes)
• Testing in non-production environments before production deployment
• Rollback procedures for failed changes
• Change logs and audit trails

4.2. Configuration Management

• Security-hardened operating system configurations
• Automated configuration management (Infrastructure as Code)
• Regular configuration audits
• Baseline security configurations

4.3. Vulnerability Management

• Monthly vulnerability scanning of infrastructure and applications
• Automated dependency scanning for known vulnerabilities
• Patch management program with defined SLAs:
  • Critical: 7 days
  • High: 30 days
  • Medium: 30 days
  • Low: 90 days or next maintenance window
• Exception process for patches that cannot be applied within SLA

4.4 Penetration Testing

• Annual external penetration testing by independent firms
• Scope includes infrastructure, web applications, and APIs
• Findings remediated based on severity (Critical: 7 days, High: 30 days)
• Retesting of critical and high findings

5. Network Security

5.1. Network Architecture

• Layered network security (defense in depth)
• AWS VPC with private subnets for sensitive resources
• Public-facing resources in DMZ with strict access controls
• No direct internet access for databases

5.2. Firewalls and Access Control

• AWS Security Groups (stateful firewall)
• Network ACLs (stateless firewall)
• Principle of least privilege for network rules
• Default deny rules
• Regular firewall rule review

6. Supplier and Third-Party Management

6.1. Sub-processor Management

• Due diligence for all sub-processors
• Written agreements with data protection obligations
• Regular compliance monitoring
• 30-day notification to the data controller before engaging new Sub-processors
• The data controller’s right to object to new Sub-processors
• Annual sub-processor audits and certification review

6.2. Sub-processor Security

All Sub-processors are required to maintain:

• ISO 27001 or equivalent certification
• SOC 2 Type II audit reports
• GDPR compliance
• EU data residency (or Standard Contractual Clauses)
• Breach notification within 24 hours

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:

This entails that the data processor shall, to the extent possible, assist the data controller in ensuring compliance with:

1. The duty to provide information when collecting personal data from the data subject
2. The duty to provide information when personal data has not been collected from the data subject
3. The right of access
4. The right to rectification
5. The right to erasure (“the right to be forgotten”)
6. The right to restriction of processing
7. The duty to notify 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 processors obligation to assist the data controller pursuant to Clause 6.3, the data processor shall further, taking into account the nature of the processing and the information available to the data processor, assist the data controller with:

1. the data controller's obligation to report a personal data breach to the competent supervisory authority, the Danish Data Protection Agency (Datatilsynet), without undue delay and, where feasible, no later than 72 hours after becoming aware of it, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural personss
2. the data controller’s obligation to notify the data subject of a personal data breach without undue delay when the 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, prior to processing, an assessment of the envisaged processing activities’ impact on the protection of personal data (a data protection impact assessment)
4. the data controller’s obligation to consult the competent supervisory authority, the Danish Data Protection Agency (Datatilsynet), prior to processing if a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the Controller to mitigate the risk

C.4. Storage period/erasure procedures

During the term of the Framework Agreement, the data processor shall retain personal data in accordance with the data controller’s instructions and the functionality of the services.

Upon termination of the Framework Agreement of personal data processing services, the data processor shall either delete or return the personal data in accordance with Clause 11.1., unless the data controller – after the signature of the contract – has modified the data controller’s original choice. Such modification shall be documented and kept in writing, including electronically, in connection with the Clauses.

Therefore, upon termination or expiration of the Framework Agreement, the data processor shall, at the data controller’s election:

Option 1: Return personal data

• The data processor shall make available to the data controller a copy of all personal data in a commonly used and machine-readable format within 30 days of termination

Option 2: Delete personal data

• The data processor shall securely delete all personal data within 90 days of termination, except where retention is required by applicable law

Default: If the data controller does not elect an option within 30 days of termination, the data processor shall proceed with deletion.

Upon the data controllers written request, the data processor shall provide written certification that personal data has been deleted in accordance with this Clause C.4 and 11.1.

However, exceptions to the above, the data processor may retain personal data:

• When required by applicable law (e.g. tax, accounting, audit requirements)
• In backup systems for a limited period not exceeding 90 days, after which such backups shall be securely deleted
• De-identified or aggregated data (anonymised data) that cannot be associated with any individual.

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:

• Denmark
  • Store Kongensgade 59 A 4, 1264 København K
• Germany
• Ireland

The data processor shall not change the location of the processing of personal data outside EU/EEA without:

• Prior written notice to the data controller (minimum 90 days)
• The data controllers express written consent
• Implementation of appropriate safeguards as required by data protection laws.

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

The data processor processes and stores all personal data exclusively within the European Union and European Economic Area (EU/EEA), specifically in AWS eu- central-1 (Frankfurt, Germany)

The data processor does not transfer personal data outside the EU/EEA. All sub- processors use EU data residency options, ensuring all processing occurs within the EU/EEA.

If the data processor engages a sub-processor that requires data transfer outside the EU/EEA (with advance notice and the data controllers’ consent as mentioned under Clause B.2 and C.5), the data processor shall ensure that appropriate safeguards are in place, including:

• Execution of Standard Contractual Clauses approved by the European Commission
• Supplementary measures to ensure adequate protection (encryption, access controls, etc.)
• Transfer Impact Assessments to evaluate risks

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

The data processor shall once per year and at the data processor’s expense obtain an auditor’s/inspection 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/inspection reports may be used in compliance with the Clauses:

• SOC 2 Type II audit report (annual audit of security, availability and confidentiality controls)
• ISO 27001 certificate and Statement of Applicability (annual certification of information security management system), and
• Annual penetration testing performed by independent security firms.

The auditor’s/inspection report shall without undue delay be submitted to the data controller for information upon request from the data controller. Delivery of reports and test results to the data controller shall observe confidentiality, including execution of the data processors standard non-disclosure agreement. Regarding penetration tests, executive summaries will be provided with sensitive details redacted. 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 at the data controller’s expense.

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 shall respond once per year, at no additional charge, to reasonable security questionnaires from the data controller. Responses to additional questionnaires may be subject to professional services fees.

The data controller shall not have the right to conduct on-site inspections of the data processors facilities or systems as the data processors third-party audit reports provide a comprehensive validation of the data processor’s security and data protection practices. However, exceptions may apply if the data controller is subject to regulatory requirements mandating a direct audit of processors, the data controller may submit a written request to the data processor. The data processor shall use reasonable efforts to accommodate such request, subject to:

• Reasonable advance notice (minimum 60 days)
• Mutually agreed scope, timing and procedures
• Execution of the data processor’s audit agreement, including confidentiality terms
• Payment of the data processor’s reasonable costs and fees, and
• Frequency limitation (no more than once per 12 months)

The data processor shall cooperate with the data controller and relevant supervisory authorities in the event of investigations or inquiries related to the processing of personal data, to the extent required by applicable law.

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

The Customer can be informed of these procedures pr. request.