GDPR

1. Table of Contents

• 2. Preamble
• 3. The rights and obligations of the controller
• 4. The processor acts according to instructions
• 5. Confidentiality
• 6. Security of processing
• 7. Use of sub-processors
• 8. Transfer of data to third countries or international organisations
• 9. Assistance to the controller
• 10. Notification of personal data breach
• 11. Erasure and return of data
• 12. Audit and inspection
• 13. The parties’ agreement on other terms
• 14. Commencement and termination
• 15. Annex A – Information about the processing
• 16. Annex B – Sub-processors
• 17. Annex C – Instruction pertaining to the processing of personal data
• 18. Annex D – The parties’ regulation of other subjects

2. Preamble

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

2.2 These Clauses have been designed to ensure the parties’ compliance with Article 28(3) of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

2.3 In the context of the provision of the processor’s system in accordance with the Terms of January 2025, the processor processes personal data on behalf of the controller in accordance with these Clauses.

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

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

• Annex A contains details about the processing of personal data, including the purpose and nature of the processing, type of personal data, categories of data subjects, and duration of the processing.
• Annex B contains the controller’s conditions for the processor’s use of sub-processors and a list of sub-processors authorized by the controller.
• Annex C contains the controller’s instructions with regard to the processing of personal data, the minimum security measures to be implemented by the processor, and how audits of the processor and any sub-processors are to be conducted.
• Annex D contains provisions for other activities which are not covered by the Clauses.

2.6 The Clauses along with the annexes shall be retained in writing, including electronically, by both parties.

2.7 These Clauses shall not exempt the processor from obligations to which the processor is subject pursuant to the General Data Protection Regulation or other legislation.

3. The rights and obligations of the controller

3.1 The controller is responsible for ensuring that the processing of personal data takes place in compliance with the General Data Protection Regulation (see Article 24 of the Regulation), the applicable data protection provisions in other EU or Member State law, and these Clauses.

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

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

4. The processor acts according to instructions

4.1 The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. Such instructions shall be specified in Annexes A and C. Subsequent instructions can also be given by the 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 these Clauses.

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

4.3 If the controller maintains the instruction despite the processor’s notification, the controller shall indemnify and hold harmless the processor for any consequential liability for acting in accordance with the instruction. The processor is entitled not to execute the instruction if it would involve the processor acting in breach of obligations and requirements directly applicable to the processor.

5. Confidentiality

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

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

6. Security of processing

6.1 Article 32 of the General Data Protection Regulation states that the controller and processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, 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.

6.2 The 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, these measures may include:

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

6.3 According to Article 32 of the Regulation, the processor shall – independently of the controller – also evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. For this purpose, the controller shall provide the processor with the necessary information to identify and assess such risks.

6.4 Furthermore, the processor shall assist the controller in ensuring compliance with the controller’s obligations pursuant to Article 32 of the Regulation, by, inter alia, providing the controller with information concerning the technical and organizational security measures already implemented by the processor pursuant to Article 32 of the Regulation, along with all other information necessary for the controller to comply with its obligation under Article 32 of the Regulation.

6.5 If subsequently – in the controller’s assessment – mitigation of the identified risks requires further measures to be implemented by the processor than those already implemented by the processor pursuant to Article 32 of the Regulation, the controller shall specify these additional measures to be implemented in Annex C.

7. Use of sub-processors

7.1 The processor shall meet the requirements specified in Article 28(2) and (4) of the General Data Protection Regulation in order to engage another processor (a sub-processor).

7.2 The processor shall therefore not engage another processor (a sub-processor) for the fulfillment of these Clauses without the prior general written authorization of the controller.

7.3 The processor has the controller’s general authorization for the engagement of sub-processors. The processor shall inform in writing the controller of any intended changes concerning the addition or replacement of sub-processors with at least 14 days’ notice, thereby giving the controller the opportunity to object to such changes before the engagement of the concerned sub-processor(s). Longer notice periods for specific sub-processing services can be specified in Annex B. The list of sub-processors already authorized by the controller can be found in Annex B.

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

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

7.6 A copy of such a sub-processor agreement and subsequent amendments shall – at the controller’s request – be submitted to the controller, thereby giving the controller the opportunity to ensure that the same data protection obligations as set out in these 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 controller.

7.7 If the sub-processor does not fulfill its data protection obligations, the processor shall remain fully liable to the controller for the performance of the sub-processor’s obligations. This does not affect the rights of the data subjects under the Regulation, in particular those foreseen in Articles 79 and 82 of the Regulation, against the controller and the processor, including the sub-processor.

8. Transfer of data to third countries or international organizations

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

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

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

• Transfer personal data to a controller or processor in a third country or in an international organization
• Transfer the processing of personal data to a sub-processor in a third country
• Process the personal data in a third country

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

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

9. Assistance to the controller

9.1 Taking into account the nature of the processing, the processor shall assist the controller by appropriate technical and organizational measures, insofar as this is possible, in the fulfillment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the Regulation.

9.2 This means that the processor shall, insofar as this is possible, assist the controller in the controller’s compliance with:

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

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

• The 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 controller’s obligation to without undue delay communicate the personal data breach to the data subject when the breach is likely to result in a high risk
• The controller’s obligation to carry out a data protection impact assessment
• The controller’s obligation to consult the supervisory authority if such impact assessment indicates high risk in the absence of mitigating measures

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

10. Notification of personal data breach

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

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

10.3 In accordance with Clause 9.2.a, the processor shall assist the controller in notifying the personal data breach to the competent supervisory authority. This means that the processor shall assist in obtaining the following information which, pursuant to Article 33(3) of the Regulation, shall be stated in the controller’s notification to the competent supervisory authority:

• The nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned
• The likely consequences of the personal data breach
• The measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects

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

11. Erasure and return of data

11.1 On termination of the provision of personal data processing services, the processor shall be under obligation to delete all personal data processed on behalf of the controller, unless Union or Member State law requires storage of the personal data.

12. Audit and inspection

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

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

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

13. The parties’ agreement on other terms

13.1 The parties may agree on other clauses concerning the provision of the personal data processing service, specifying e.g. liability, as long as these clauses do not contradict directly or indirectly these Clauses or prejudice the fundamental rights or freedoms of the data subject as provided for in the Regulation.

14. Commencement and termination

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

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

14.3 These 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, these Clauses cannot be terminated unless other clauses governing the provision of personal data processing services have been agreed between the parties.

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

15. Annex A – Information about the processing

A.1 Purpose of the processor’s processing of personal data on behalf of the controller

The purpose of the processor’s processing of personal data on behalf of the controller is to allow the controller to use the processor’s system (“the System”), which is owned and administered by the processor as described in the Terms of January 2025.

The System is targeted at associations that are controllers of the association data they process. In the System, associations have a tool to gather the board’s work, documents, and communication, membership administration, including member payments, meeting notices, and other member communications. The System also enables the sharing of data between the association and the association’s bank.

A.2 Nature of the processing

The System is hosted by the processor, who thus stores information that the controller enters and/or uploads into the System, but the processor can also process, import, disclose, and/or delete the information.

A.3 Types of personal data about data subjects

The information primarily concerns the association and its activities, but naturally includes personal data.

The processor processes the following information about the controller’s board members: Contact information (e.g., name, address, telephone, email) and data contained in minutes or other uploaded materials about the association, membership status, dues and billing, board role, information about board work and tasks, and copies of identification documents for KYC purposes at the bank (health insurance card, driver’s license, or passport), including CPR number.

The processor processes the following information about the association’s members: Contact information (e.g., name, address, telephone, email) and data contained in minutes or other uploaded materials about the association, membership status, dues and billing.

The processor processes the following information about other individuals mentioned in documents and communications stored by the controller in the System: Data appearing in minutes or other uploaded materials about the association.

The processor processes the following information about the controller’s employees: Contact information (e.g., name, address, telephone, email) and data contained in minutes or other uploaded materials about the association.

The System is not designed or intended to process special categories of personal data (sensitive data), and the controller is therefore obligated not to register and/or upload such sensitive data in the System.

A.4 Categories of data subjects

• The controller’s board members
• The controller’s association members
• Other individuals mentioned in documents and communications stored by the controller in the System
• The controller’s employees

A.5 Duration

The processor’s processing of personal data on behalf of the controller may begin after the entry into force of these Clauses. The processing is not time-limited and continues until the agreement is terminated by either party. The processor will delete the data no later than 30 days after termination of the agreement.

16. Annex B – Sub-processors

B.1 Approved sub-processors

The processor’s System depends on a number of subcontractors to operate. Such sub-processors are third-party providers within and outside the EU/EEA.

At the entry into force of these Clauses, the controller has approved the use of the following sub-processors.

B.2 Notice for approval of sub-processors

The general notice period follows from Clause 7.3 of the Clauses, i.e., 14 days.

17. Annex C – Instruction pertaining to the processing of personal data

C.1 Subject of the processing / Instruction

The processor may process personal data to the extent necessary to provide the service to the controller.

The controller instructs the processor to store the data on its behalf and to disclose it to third parties (e.g., the controller’s bank) if such functionality is used within the System.

The processor is also instructed to disclose contact details (name, phone number, email) of board members to the connected bank.

The processor is further instructed to send notifications by email or SMS on behalf of the controller, where applicable.

Additionally, the processor shall:

• Assist the controller in importing data into the System, if needed
• Store data in a cloud environment
• Access data as necessary for support and maintenance purposes

C.2 Security of processing

The level of security reflects that primarily general (non-sensitive) personal data is processed, although identification documents with CPR numbers may be involved for KYC compliance.

The processor emphasizes data protection and follows recognized security standards. Internal reviews ensure adequacy and compliance of implemented safeguards.

The processor is both entitled and obligated to determine which technical and organizational safeguards are necessary to meet the agreed security level.

At a minimum, the following measures apply:

• Role-based access control with logging for access
• Regular backups stored in separate data centers
• Encryption for data in transit and at rest
• No physical copies; printing/exporting is prohibited
• System activity logging for monitoring and troubleshooting

C.3 Assistance to the controller

The controller may manage, extract, and delete their own data via the user account. Data subject requests received by the processor will be forwarded to the controller.

The processor provides the controller with information about implemented security measures (Article 32, GDPR) and reports any breaches or incidents.

Additional assistance, including support for impact assessments, is billed at DKK 950/hour excluding VAT.

C.4 Retention / Deletion procedures

The controller may delete its own data. Upon termination, the processor will delete all personal data unless otherwise agreed and documented.

C.5 Processing location

Processing may only occur at approved locations listed in Annex B or the processor’s official address.

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

The controller has approved the third-country sub-processors listed in Annex B for the specified purposes.

No transfers to third countries may occur without documented instruction.

Approved transfers must ensure:

• Use of EU Standard Contractual Clauses or other valid mechanisms (e.g., EU-US DPF)
• Supplementary safeguards (e.g., encryption) for transfers to unsafe third countries

C.7 Audit procedures – controller’s inspections

The controller may perform audits, including physical inspections, upon 4 weeks’ notice specifying the scope. Both parties will agree on logistics and confidentiality terms.

The controller may request corrective actions based on inspection results.

The processor is entitled to compensation for time spent supporting such inspections.

C.8 Audit procedures – sub-processor inspections

The processor must ensure that sub-processors maintain the agreed security level.

Where audit reports are published by the sub-processor, no further audits are required.

Audit costs, including time spent by processor or sub-processor, are borne by the controller.

18. Annex D – The parties’ regulation of other subjects

With reference to Clause 4.1, the controller acknowledges that approved sub-processors located outside the EU (see Annex B) may be subject to local laws. The data exporter ensures sufficient protection by the data importer.

The agreement, including contact details, is available upon login to the System.

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