Data Processing Agreement

2022-10-26

This Data Processing Agreement (“Agreement“) constitutes part of the Purchasing Agreement between Knips as the provider, and the Buyer as the consumer of Knips’ services.

In this document the following definitions apply:

“Data controller” refers to the Buyer as per the Purchasing agreement

“Data processor” refers to Knips AS

Each a “party”, together “the Parties”

The parties agree 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 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 provision of Knips’ services, 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. Three 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 authorized 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.

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 State 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 under EU or Member State law to which the data processor is subject. Such instructions shall be specified in appendices A and C.
  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.
  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. Pursuant to Article 32 the data controller and data processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
  2. The data controller and data processor are independently responsible for evaluating risks in the processing and implement measures to mitigate these risks.
  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 organizational 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.
  4. 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 has the data controller’s general authorisation for the engagement of sub-processors. The list of sub-processors already authorized by the data controller by signing the Purchasing agreement and/or agreeing to the Terms and Conditions can be found in Appendix B.
  3. The data processor is obligated to:
    1. Maintain an updated list of sub-processors made available on www.knips.io or a future website used by the data processor.
    2. Inform the data controller of changes to sub-processors with at least 30 days notice (excluding force majeure circumstances where 30 days notice cannot be fulfilled) by use of the data processor’s ordinary communication channels, like email.
    3. Make available a copy of the data processing agreement between the data processor and the sub-processors to the data controller when asked to do so.
  4. The data controller can rightfully oppose new sub-processors on grounds such as data protection. In these instances the parties shall try to agree on an alternative solution. If there is no commonly accepted alternative and the data processor decides to employ the services of the contested sub-processor the data controller is free to terminate the agreement with 30 days notice. Such a termination does not equal a breach of contract.

7. Transfer of data to third countries or international organizations

  1. Any transfer of personal data to third countries or international organizations 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 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 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

8. Assistance to the data controller

  1. The data processor shall assist the data controller by appropriate technical and organizational measures, insofar as this is possible, in the fulfillment 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, the Norwegian Data Protection 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, the Norwegian Data Protection 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.

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 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.
  3. In accordance with 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, 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 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, audit and inspection

  1. On termination of the provision of personal data processing services, the data processor shall delete or return all personal data processed on behalf of the data controller and certify to the data controller that it has done so. Should the data controller not conclude on whether the personal data processed should be deleted or returned, the data processor will delete these no sooner than 90 days.
  2. 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.
  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
  4. 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. Disputes, jurisdiction and legal venue

  1. The data processor and data controller shall try to solve disputes related to this data processing agreement amicably. The agreement is subject to Norwegian law and the parties agree to the Oslo District Court being the legal venue. This condition also applies after termination of the agreement.

ANNEX 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 data processor receives, stores and processes personal data from the data controller to inform and notify those users that the data controller has associated with Knips as an application.

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):

SMS, email or app notifications to those users that the data controller has associated with Knips as an application.

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

E-mail address, name and telephone number. No personal data received from the data controller will contain sensitive data such that it qualifies as ‘special’ personal data.

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

E-mail address, name and telephone number. No sensitive personal data.

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:

Continuously until the agreement is terminated in writing.

ANNEX B

Authorized sub-processors

B.1. Approved sub-processors

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

Twilio Inc

645 Harrison Street, Third Floor

San Francisco, CA 94107, USA

Used for e-mail notifications and data operations

Strex AS

Drammensveien 1330277 Oslo, Norge

Used for SMS-notification

Google Inc

1600 Amphitheatre Parkway, Mountain View, CA 94043, USA

Used for database and Cloud services

The data controller shall on the commencement of the Clauses authorize the use of the abovementioned sub-processors for the processing described for that party.

ANNEX 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 processor fetches leads manually or through an API from the data controller to facilitate communication between the leads and the data controller based on the leads having consented to such communication.

C.2. Security of processing

The level of security shall take into account:

The data processor will not process sensitive personal data. Consequently the implemented level of security is “low”. The data processor employs encrypted Google cloud solutions for storing data and the technical risk is regarded as “very low”.

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

  1. Encrypted data storage
  2. Strict routines for access to personal data
  3. Routines for technical security tests
  4. Strive for safe and secure transfer of personal data to and from own data servers

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 8.1. and 8.2. by implementing the following technical and organizational measures:

Provide feedback on the level of safety and robustness of the data controller’s technical implementation.

Consider the data controller’s basis for processing of personal data.

C.4. Storage period/erasure procedures

Upon termination of the provision of personal data processing services, the data processor shall either delete or return the personal data in accordance with Clause 10.1., 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.