Data processing agreement
Data processing agreement
(Standard Contractual Clauses)
For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR)
between
Publisher/ Customer/User
Hereinafter the “Data Controller”
and
Veo Technologies ApS
Rovsingsgade 68
2100 København Ø Danmark
Company registration number: 37240834 hereinafter 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. Content
1. Content
2. Preamble
3. The rights and obligations of The Data Controller
4. The Data 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 organizations
9. Assistance to the Data 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. Data Controller and Data Processor contacts/contact points
Appendix A Information about the processing
Appendix B Authorised sub-processors
Appendix C Instruction pertaining to the use of personal data
Appendix D The Parties’ terms of agreement on other subjects
2. 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 provision of the services associated with the use of the Veo camera and the related Veo Platform, incl. the Veo Website and Veo App, to the Data Controller as specified in the Data Processor’s General Terms and Product Terms (collectively the “Main Agreement”), the Data Processor will process personal data on behalf of the Data Controller in accordance with the Clauses. Unless otherwise defined herein, capitalised terms used in these Clauses shall have the same meanings as those defined in the Main Agreement.
No processing of personal data is performed by any other Veo group companies than the Data Processer. Thus, no other Veo group companies than the Data Processer undertake any role or responsibility in relation to the data processing activities defined in the Clauses.
4. The Clauses shall take priority over any similar provisions contained in other agreements between the parties.
5. The appendices attached to the Clauses 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.
3. 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.
4. 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.
3. To ensure the further development and optimization of the Data Processor’s products and features as well as systems, incl. algorithm tools, that are useful to the Data Controller, the Data Controller permits the Data Processor to use the recordings for the purpose of developing such new products, features and systems. In this regard, the Data Processor will be considered Data Controller when utilizing the recordings for these purposes.
5. 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.
6. 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:
a. Pseudonymisation and encryption of personal data;
b. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
c. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
d. 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.
If subsequently – in the assessment of the Data Controller – mitigation of the identified risks require further measures to be implemented by the Data Processor, than those already implemented by the data processor pursuant to Article 32 GDPR, the Data Controller shall specify these additional measures to be implemented in Appendix C.
7. Use of sub-processors
1. The Data Processor shall meet the requirements specified in Article 28(2) and (4) in the 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.
3. The Data Processor has the Data Controller’s general authorisation for the engagement of sub-processors. The Data Processor shall inform in writing the Data Controller of any intended changes concerning the addition or replacement of sub-processors at least 10 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.
4. Where the Data Processor engages a sub-processor for carrying out specific processing activities on behalf of the Data Controller, the same data protection obligations as set out in the Clauses shall be imposed on that sub-processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Clauses and the GDPR.
5. 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.
6. A copy of such a sub-processor agreement and subsequent amendments shall – at the Data Controller’s request – be submitted to the data controller, thereby giving the data controller the opportunity to ensure that the same data protection obligations as set out in the Clauses are imposed on the sub-processor. Clauses on business related issues that do not affect the legal data protection content of the sub-processor agreement, shall not require submission to the data controller.
7. 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.
8. Transfer of data to third countries or international organizations
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:
a. Transfer personal data to a Data Controller or a data processor in a third country or in an international organization
b. transfer the processing of personal data to a sub-processor in a third country
c. 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.
9. 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:
a. the right to be informed when collecting personal data from the data subject
b. the right to be informed when personal data have not been obtained from the data subject
c. the right of access by the data subject
d. the right to rectification
e. the right to erasure (‘the right to be forgotten’)
f. the right to restriction of processing
g. notification obligation regarding rectification or erasure of personal data or restriction of processing
h. the right to data portability
i. the right to object
j. 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:
a. 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 Danish Data Protection Agency, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
b. 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;
c. 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);
d. the Data Controller’s obligation to consult the competent supervisory authority, the Danish Data Protection Agency, 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 9.1. and 9.2.
10. 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 immediately and no later than 24 hours after the Data Processor has become aware of the breach of the personal data security 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 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:
a. 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;
b. the likely consequences of the personal data breach;
c. 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.
11. Erasure and return of data
1. On termination of the provision of personal data processing services, the Data Processor shall be under obligation to delete all personal data processed on behalf of the Data Controller and certify to the Data Controller that it has done so unless Union or Member State law requires storage of the personal data.
12. Audit and inspection
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 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.
4. The Data Controller will be obliged to pay the Data Processor for any assistance under this Clause 12. Any payment under this Clause 12 must be in accordance with market standards.
13. 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.
2. The Data processors liability under these Clauses cannot exceed DKK 100,000.
14. Commencement and termination
1. The Clauses shall become effective in connection with entering into the Main Agreement.
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.
5. The Data Processor is bound by the Data Processor Agreement without the Parties’ signatures. The Data Processor Agreement is thus concluded without physical / digital signatures, as the Data Processor Agreement is binding in accordance with the requirement of GDPR, article 28(3), first sentence.
15. Data Controller and Data Processor contacts/contact points
1. The parties may contact each other using the following contacts/contact points
2. The Parties shall be under obligation continuously to inform each other of changes to contacts/contact points.
Contact information for the Data Controller:
Reference is made to the Main Agreement for contact information.
Contact information for the Data Processor:
Reference is made to the Main Agreement for contact information.
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 following purposes form the basis of the Data Processor’s processing of personal data on behalf of the Data Controller:
As further described in the Main Agreement, the purpose of the processing is to assist the Data Controller in recording or live streaming various sporting events with the Veo camera and making these recordings and live streaming sessions available live or on demand to others by using and storing those on the Veo platform, incl. the Veo Website and Veo App. The purpose is also to assist the Data Controller in analysing, editing and storing the recordings. Further, the purpose is to assist the Data Controller in administering relations to other Data Controllers (Veo League Exchange) as creating highlights of such recordings in relation to the Data Controllers or affiliated users designated as players associated with the Data Controllers (Veo Player Profiles) as well as assisting users of the Data Controller in creating short highlights of such recordings (Snipping Tool).
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 will provide the Veo camera and software which the Data Controller will use to record, upload, and publish sound and video from various sporting events such as games, training sessions etc. Consequently, the Data Processor will process these recordings on behalf of the Data Controller. The Data Processor will further provide a platform where recordings may be uploaded and made available (live and on-demand) by the Data Controller.
Additionally, the Data Processor will provide a League Exchange service on the platform where the Data Controller and other customers of the Data Processor are able to create a collective group specifically connected to the Data Controller’s leagues. The Data Processor will process recordings shared in the collective groups and contact information on the Data Controllers’ appointed admin users.
Moreover, the Data Processor will provide a Player Profile service which allows the Data Controller to designate its affiliated players. By designating a player, the Data Controller provides the player the opportunity to create a player profile where the player can create, save, and publish highlights concerning the user him-/herself from the Data Controller’s recordings as well as additional information about the player him-/herself.
The Data Processor will on the platform further provide an analysis and editing tool to the Data Controller. Consequently, the Data Processor will also process the recordings when the Data Controller uses the tool.
In addition to the analysis and editing tool for the Data Controller, the Data Processor will provide the Data Controller’s users with a “snipping tool” feature, which – when allowed by the Data Controller through privacy settings – will enable viewers to create and download short highlights (10-20 seconds) from the recordings.
Finally, the Data Processor will store recordings on the platform on behalf of the Data Controller which enable the Data Controller to offer recordings on-demand to its fans, athletes etc.
A.3. The processing includes the following types of personal data about data subjects:
The Data Processor will only process non-special category data in form of video recordings of different sporting events and contact information (name, club association, e-mail, telephone number) on the Data Controller’s admin users re. the League Exchange service. Further, the Data Processor will process similar personal data on other users or data subjects associated with or otherwise related to the Data Controller or the Data Controller’s recorded activities.
In relation to the Player Profile service, the Data Processor will process additional personal data if a designated player chooses to provide and publish this information. The personal data will pertain to jersey number, preferred position on the field, strong foot, specific highlights from recordings of and chosen by the designated player and other similar non-sensitive personal data.
A.4. Processing includes the following categories of data subjects:
(i) Sport players playing at a sport event at the Data Controller, (ii) Spectators to the sport event, (iii) Fans and (iv) Employees/persons of contact of the Data Controller.
A.5. The Data Processor’s processing of personal data on behalf of the Data Controller may be performed when the Clauses commence. Processing has the following duration:
The processing of personal data shall be performed until the Data Processor’s services has been terminated, after which the personal data is either returned or erased in accordance with Clause 11. The Data Processor’s processing of personal data is performed as long as the underlying Main Agreement(s) consists.
Appendix B. Authorised Sub-processors
1. Approved sub-processors
1.1 On commencement of the Clauses, the Data Controller authorises the engagement of the following sub-processors as stated at https://www.veo.co/subprocessors.
1.2 The Data Controller shall on the commencement of the Clauses authorise the use of the abovementioned sub-processors for the processing described for that Party. The Data Processor shall not be entitled – without the Data Controller’s explicit written authorization – 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.
Appendix C. Instruction pertaining to the use of personal data
1. The subject of/instruction for the processing
1.1 The Data Processor’s processing of personal data on behalf of the Data Controller shall be carried out by the Data Processor to assist the Data Controller in recording, live stream, various sporting events, analysing and editing recordings from various sporting events, including the snipping tool feature providing the League Exchange service, and storing recordings in order to make recordings available on demand.
2. Security of processing
2.1 The level of security shall take into account:
Taking into account the nature, scope, context and purposes of the processing activity as well as the risk for the rights and freedoms of natural persons, the Data Processor must implement an appropriate level of security.
The Data Processor shall hereafter be entitled and under obligation to make decisions about the technical and organisational 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:
Physical security
The Data Processor shall implement the following physical security measures:
a) The Data Processor’s office space can be locked.
b) The Data Processor uses alarm systems to detect and prevent burglary.
c) The Data Processor uses fire alarms and smoke detectors to detect and prevent fires.
d) The Data Processor’s devices (including PCs, servers, etc.) are secured behind locked doors.
Organizational security
The Data Processor shall implement the following organizational security measures:
a) All employees of the Data Processor are subject to confidentiality obligations that apply to all processing of personal data.
b) The employee access to personal data is limited, so that only the relevant employees have access to the necessary personal data.
c) The processing of personal data done by the employees of the Data Processor is logged and can be checked as required.
d) The Data Processor has documentable process descriptions for breaches of the personal data security, which are reviewed at least annually.
e) The Data Processor’s employees regularly document and report breaches of personal data security or risks thereof.
f) The Data Processor has established procedures that ensures proper deletion or continuous confidentiality when hardware is repaired, serviced or disposed.
Technical security: Access to personal data
The Data Processor shall implement the following technical security measures regarding access to personal data:
a) The Data Processor uses logical access control with username and password or other unique authorization.
b) The Data Processor uses antivirus programs that are updated regularly.
c) The Data Processor requires employees to use individual passwords.
d) There are procedures for granting authorizations to IT systems when hiring new employees.
e) There are procedures for revoking permissions when an employee stops or switches department.
f) The Data Processor has policies for password composition, including minimum requirements.
g) The Data Processor logs and controls unauthorized or repeated failed login attempts.
Technical security: Access to and protection of it systems
The Data Processor shall implement the following technical security measures regarding access to and protection of it systems:
a) The Data Processor regularly reviews system controls.
b) The Data Processor grants authorizations to individuals or groups of users to access, change and delete processed personal data.
c) The Data Processor regularly reviews and verifies user authorizations for specific systems.
d) The Data Processor logs and controls unauthorized or repeated failed attempts to access data.
Technical security: Availability and robustness
The Data Processor shall implement the following technical security measures regarding availability and robustness:
a) There are rules and guidelines for restoring data from backup.
b) There are rules and guidelines for data backup.
c) Backups are made regularly (either in-house or at supplier).
3. Assistance to the Data Controller
3.1 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:
3.1.1 If the Data Controller receives a request for the exercise of one of the rights of the data subjects in accordance with applicable data protection law, and a proper reply to the request requires assistance from the Data Processor, the Data Processor shall assist the Data Controller with the necessary and relevant information and documentation as well as appropriate technical and organizational security measures.
3.1.2 If the Data Controller needs the Data Processor’s assistance in order to reply to a request from a data subject, the Data Controller must send a written requst for assistance to the Data Processor and the Data Processor shall in response provide the necessary help or documentation as soon as possible and no later than 7 calendar days after receiving the request.
3.1.3 If the Data Processor receives a request for the exercise of the rights pursuant to applicable data protection law from other persons than the Data Controller, and the request concerns personal data processed on behalf of the Data Controller, the Data Processor shall without undue delay forward the request to the Data Controller.
4. Storage period/erasure procedures
4.1 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 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.
5. Processing location
5.1 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: At the Data Processor’s own headquarter or at the headquarters of approved sub- processors as specified in Appendix B.
6. Instruction on the transfer of personal data to third countries
6.1 Personal data is only being processed by the Data Processor on the locations specified in Clause C.5. As part of compliance with the Regulations, the Data Processor transfers personal data to the United States at locations specified in Section C.5. As part of complying with the Clauses, the Data Processor transfers mainly the personal data to the following countries: Denmark US, Canada. Such transfers are based on decisions of the European Commission, which generally ensure a sufficient level of protection, either through legislation or through other measures.
6.2 Transfer of personal data can in all cases only be done in accordance with these Clauses, on the instructions of the Data Controller and to the extent permitted by the applicable data protection law.
6.3 If the Data Controller does not provide a documented instruction in these Clauses or subsequently with regards to the transfer of personal data to a third country, the Data Processor is not entitled to carry out such transfers within the scope of these Clauses.
7. Procedures for the Data Controller’s audits, including inspections, of the processing of personal data being performed by the Data Processor
7.1 The Data Processor shall, upon the Data Controller’s written request, document to the Data Controller that the Data Processor
7.1.1 is complying with his obligations under these Clauses and the Instruction, and
7.1.2 with the relevant articles in the GDPR in regards to the personal data being processed on behalf of the Data Controller.
7.2 According to Clause C.7.1 the Data Processor’s documentation shall be sent to the Data Controller within a reasonable time after receiving the request.
7.3 The Data Processor must provide the data Controller with documentation of continuous compliance with the provisions. The documentation can consist of self-audit reports prepared by the Data Processor and will be prepared once a year. The self-audit will follow the principles and control objectives of the ISAE 3000 auditing standard. The Data Processor is not obligated to initiate and undertake external audits of its compliance with the Clauses on its own initiative.
8. Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors
8.1 The Data Processor shall at least once a year, at their own expense, conduct an audit of the Data Processor’s sub-processors.
Appendix D. The Parties' terms of agreement on other subjects
Liability in connection with these Clauses shall follow the terms on liability in the Main Agreement.
