Data Processing Agreement

Data Processing Agreement  

(Standard Contractual Clauses) 

 

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

  

between 

  

You/Publisher/User/Customer  

Hereinafter the “Data Controller” 

 

and 

 

 Veo Technologies ApS Aldersrogade 6C, 4. 

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 

Appendix E Standard Contractual Clauses 

2. Preamble

  1. 2.1 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.

     

    2.2 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).

     

    2.3 In the context of the provision of agreement about provision of certain services to the Data Controller as specified in the Data Processor’s Software License Terms, Privacy Policy and VEO’s Terms of Use (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.

     

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

     

    2.5 Some appendices are attached to the Clauses and form an integral part of the Clauses.

     

    2.6 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.

     

    2.7 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.

     

    2.8 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.

     

    2.9 Appendix D contains provisions for other activities which are not covered by the Clauses.

     

    2.10 If standard contractual clauses as referred to in Article 46(2), litra c and d form basis of transfer of personal data covered by chapter V of the GDPR, these will be attached as Appendix E.

     

    2.11 The Clauses along with appendices shall be retained in writing, including electronically, by both parties.

     

    2.12 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.

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  3.  

3. The rights and obligations of The Data Controller

3.1 takes place in compliance with the GDPR (see Article 24 GDPR), the applicable EU or Member State data protection provisions and the Clauses.

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

3.3 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

4.1 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.

4.2 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.

5. Confidentiality

5.1 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.

5.2 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

6.1 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. 

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:

   6.1.1 Pseudonymisation and encryption of personal data;

   6.1.2 the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;

   6.1.3 the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;

   6.1.4 a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

6.2 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.

6.3 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 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

7.1.
VEO may not cause or allow the transfer of Personal Data to countries outside the European Economic Area (EEA) unless such transfer is included in the Instruction or Publisher has given its prior written consent to such a transfer. ‍

7.2.
Insofar as Publisher has allowed a transfer in accordance with Section 7.1, VEO must ensure that there is a legal basis for the transfer according to the Data Protection Legislation. ‍

8. Transfer of data to third countries or international organisations

8.1 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.

8.2 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.

8.3 Without documented instructions from the Data Controller, the Data Processor therefore cannot within the framework of the Clauses:

  8.3.1 transfer personal data to a data controller or a Data Processor in a third country or in an international organization

  8.3.2 transfer the processing of personal data to a sub-processor in a third country

  8.3.3 have the personal data processed by the Data Processor in a third country

8.4 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.

8.5 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 unless such standard contractual clauses are attached in Appendix E.

 

9. Assistance to the Data Controller

9.1 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:

    9.1.1 the right to be informed when collecting personal data from the data subject

    9.1.2 the right to be informed when personal data have not been obtained from the data subject

    9.1.3 the right of access by the data subject

    9.1.4 the right to rectification

    9.1.5 the right to erasure (‘the right to be forgotten’)

    9.1.6 the right to restriction of processing

    9.1.7 notification obligation regarding rectification or erasure of personal data or restriction of processing

    9.1.8 the right to data portability

    9.1.9 the right to object

    9.1.10 the right not to be subject to a decision based solely on automated processing, including profiling

9.2 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:

     9.2.1 The Data Controller’s obligation to without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the competent supervisory authority, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;

      9.2.2 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;

      9.2.3 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);

      9.2.4 the Data Controller’s obligation to consult the competent supervisory authority, prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the Data Controller to mitigate the risk.

9.3 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 forseen in Clause 9.1 and 9.2.

10. Notification of personal data breach

10.1 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.

10.2 The Data Processor’s notification to the Data Controller shall, if possible, take place within immediately and no later than 12 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.

10.3 In accordance with Clause 9.2.1, 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:

  10.3.1 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;

  10.3.2 the likely consequences of the personal data breach;

  10.3.3 the measures taken or proposed to be taken by the Data Controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

10.4 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

11.1 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 so unless Union or Member State law requires storage of the personal data.

 

12. Audit and inspection

12.1 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.

12.2 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.

12.3 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.

13. The parties’ agreement on other terms

13.1 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.

14. Commencement and termination

14.1 The Clauses shall become effective in connection with entering into the Main Agreement. 

14.2 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.

14.3 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.

14.4 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.

14.5 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

15.1 The parties may contact each other using the following contacts/contact points

15.2 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

1. The purpose of the Data Processor’s processing of personal data on behalf of the Data Controller is:

  1.1 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 allow the Data Controller to upload and publish its Content on the Data Processor’s Website / Platform and to interact with Fans on the Data Controller’s Account on the Data Processor’s Website / Platform. The setup of the Data Controller’s Account, including a description of how fans may access the Data Controller’s Account is further described in the Terms of Use.

2. The Data Processor’s processing of personal data on behalf of the Data Controller shall mainly pertain to (the nature of the processing):

  2.1 Uploading, publishing, analyzing and storing of Personal Data on the Data Processor’s Website.

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

  3.1 Video recordings of sport events, name, last name, username and e-mails of Users, comments to sport event by Users, club names, match time, location and date.

4. Processing includes the following categories of data subject

  4.1 (i) Sport players playing at a sport event at the Data Controller, (ii) Spectators to the sport event, (iii) Fans and (iv) Employees of the Publisher.

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:

  5.1 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 commercial 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 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 Uploading, publishing, analyzing and storing of Personal Data on the Data Processor’s Website.

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.

Appendix E. Standard Contractual Clauses

 

EUROPEAN COMMISSION

DIRECTORATE-GENERAL JUSTICE

Directorate C: Fundamental rights and Union citizenship

Unit C.3: Data protection

Commission
Decision C(2010)593
Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Data
Controller (data exporter)

And

Data
Processor
(the data importer)

each a “party”; together “the parties”,

 

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii) any accidental or unauthorised access, and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

These Clauses shall be governed by the law of the state in which the data importer is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.

2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely Denmark.

4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

(Considered signed and entered into in connection with the Terms of Use)


Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.


Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

The data exporter is using data importers serivice as further stated in the Main Agreement and/or above data processor agreement.

Data importer

The data importer is (please specify briefly activities relevant to the transfer):

Data importer is acting as service provider for a platform and camera mainly used in connection with sports and recordings thereof. Please see the Main Agreement and/or data processor agreement.


Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

  1. Sport players playing at a sport event at the Data Controller,

  2. Spectators to the sport event,

  3. Fans and

  4. Employees of the Publisher



Categories of data

The personal data transferred concern the following categories of data (please specify):


As further described in the Main Agreement the purpose of the processing is to allow the Data Controller to upload and publish its Content on the Data Processor’s Website / Platform and to interact with Fans on the Data Controller’s Account on the Data Processor’s Website / Platform. The setup of the Data Controller’s Account, including a description of how fans may access the Data Controller’s Account is further described in the Terms of Use.



Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):


Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):


Uploading, publishing, analyzing and storing of Personal Data on the Data Processor’s Website.


Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.


Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):


Data importer has, among other things, implemented the following security measures;


  • introduced login and password procedures and set up and maintain a firewall and antivirus software,

  • ensured that only employees with a work related purpose have access to the personal data,

  • ensure that employees authorized to process the personal data have committed themselves to confidentiality or are under appropriate statutory obligation of confidentiality,

  • store data storage media securely so that it is not accessible to third parties,

  • ensure that buildings and systems used for data processing are secure and that only high-quality hardware and software, which is regularly updated is used,

  • ensure that tests and waste material are destroyed in accordance with data protection requirements on the specific instruction of the Data Controller. In particular cases, to be determined by the Data Controller, such tests and waste material must be stored or returned,

  • ensure that employees receive proper training, adequate instructions and guidelines on the processing of the personal data. The data importer must ensure that the employees involved with the processing of the personal data are familiar with the security requirements.