Preamble
The rights and obligations of the data controller
The data processor acts according to instructions
Confidentiality
Security of processing
Use of sub-processors
Transfer of data to third countries or international organizations
Assistance to the data controller
Notification of personal data breach
Erasure and return of data
Audit and inspection
The parties’ agreement on other terms
Commencement and termination
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’ agreements on other subjects
Preamble
These Contractual 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.
In the context of the provision of Tjek’s SDK and/or API and/or CMS as part of the Tjek Agreement, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.
The Clauses shall take priority over any similar provisions contained in other agreements between the parties.
Four appendices are attached to the Clauses and form an integral part of the Clauses.
Appendix A contains details about the processing of personal data, including the purpose and nature of the processing, type of personal data, categories of data subject and duration of the processing.
Appendix B contains a list of sub-processors authorised by the data controller.
Appendix C contains the data controller’s instructions with regards to the processing of personal data, the minimum security measures to be implemented by the data processor and how audits of the data processor and any sub-processors are to be performed.
Appendix D contains the parties’ terms of agreement on other subjects.
The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
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.
The rights and obligations of the data controller
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.
The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.
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.
The data processor acts according to instructions
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. In such case, the data processor informs the data controller of this legal requirement before processing, unless the law in question prohibits such notification for reasons of important societal interests. The documented instructions must 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.
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.
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 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.
Security of processing
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 organizational 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:
Pseudonymisation 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 organisational measures for ensuring the security of the processing.
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.
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.
Use of sub-processors
The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor).
The data processor shall therefore not engage another processor (sub-processor) for the fulfillment of the Clauses without the prior general written authorisation of the data controller.
The data processor has the data controller’s general authorisation for the engagement of sub-processors. The data processor shall inform in writing the data controller of any intended changes concerning the addition or replacement of sub-processors at least a month in advance, thereby giving the data controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). The list of sub-processors already authorized by the data controller can be found in Appendix B.
The data processor shall impose the same data protection obligations as set out in the Clauses on any 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 organizational measures in such a manner that the processing will meet the requirements of the Clauses and the GDPR.
The data processor shall therefore be responsible for requiring that the sub-processor at least complies with the obligations to which the data processor is subject pursuant to the Clauses and the GDPR.
If the sub-processor does not fulfill his data protection obligations, the data processor shall remain fully liable to the data controller as regards the fulfillment of the obligations of the sub-processor.
Transfer of data to third countries or international organizations
Any transfer of personal data to third countries or international organizations by the data processor shall only occur on the basis of documented instructions from the data controller and shall always take place in compliance with Chapter V GDPR.
In case transfers to third countries or international organizations, which the data processor has not been instructed to perform by the data controller, is required under EU or Member State law to which the data processor is subject, the data processor shall inform the data controller of that legal requirement prior to processing unless that law prohibits such information on important grounds of public interest.
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.
Assistance to the data controller
Taking into account the nature of the processing, the data processor shall assist the data controller by appropriate technical and organizational measures, insofar as this is possible, in the fulfillment of the data controller’s obligations to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR.
This entails that the data processor shall, insofar as this is possible, assist the data controller in the data controller’s compliance with:
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 by the data subject
the right to rectification
the right to erasure (‘the right to be forgotten’)
the right to restriction of processing
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
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:
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.
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;
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);
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.
Notification of personal data breach
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.
The data processor’s notification to the data controller shall, if possible, take place within 24 hours after the data processor has become aware of the personal data breach to enable the data controller to comply with the data controller’s obligation to notify the personal data breach to the competent supervisory authority.
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:
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;
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.
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.
Erasure and return of data
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.
Audit and inspection
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.
Procedures applicable to the data controller’s audits of the data processor and sub-processors are specified in Appendix C.
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.
The parties’ agreement on other terms
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.
The Clauses shall become effective on the date the signature of the Tjek Agreement.
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.
The Clauses shall apply for the duration of the provision of personal data processing services, i.e. as long as the data controller uses Tjek’s API and/or SDK and/or CMS, unless otherwise agreed. 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.
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.
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 data processor offers an integration solution whereby the data controller can integrate content or data from Tjek in the data controller’s own media (e.g. apps and websites) using Tjek's APIs and SDKs. The integration solution makes it possible to build and maintain a digital publication viewer and other related features, for instance a digital shopping list. A separate agreement about the use of the integration solution has been agreed between the data controller and the data processor (the Tjek Agreement). The main purpose of the integration of Tjek’s API and SDK is not processing of personal data. The data processor may however gain access to IP-addresses when the data controller’s visitors open a publication from the data controller or for instance uses the shopping list. The data processor can furthermore provide anonymised statistics of the data controller’s visitors’ interaction with the data controller’s digital publication etc.
The data controller will gain access to the data processor’s content management system (CMS) when using the integration solution. Access to the CMS can also be obtained without using the integration solution. The CMS is used to submit non-personal data from the data controller to be published in the digital publication viewer and other related features and to display anonymized statistics. The main purpose of the CMS is not processing of personal data. The data processor may however gain access to a name, e-mail address and audit logs on employees from the data controller that have access to and uses the CMS.
When the data controller’s visitor clicks on a link in a digital publication or interacts with the shopping list or other integrated features on the data controller’s media, the data processor will process the IP-address of the visitor. This data will be logged in a traffic log for up to 14 days for security purposes.
When the data controller uses the CMS, the data processor can view and store the name and e-mail address of the data controller’s employees with access to the CMS. The name and e-mail address from the data controller’s employees are furthermore processed in order to log on to the CMS. Logins on the CMS can be logged for security purposes by the data processor. The name and e-mail address of the data controller’s employees may furthermore be used to answer questions and in order to receive material (non-personal data) from the data controller’s employees.
A. 3. The processing includes the following types of personal data about data subjects:
IP-addresses of the data controller’s visitors.
Name, e-mail and audit logs of the data controller’s employees that uses the CMS.
The data controller’s visitors on the data controller’s own media, e.g. website and/or app.
The data controller’s employees with access to the CMS.
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:
Processing of personal data about the data controller’s visitors on the data controller’s media stops when the data controller removes the API’s and SDK’s embedded on the data controller’s own media, unless otherwise agreed.
Processing of personal data about the data controller’s employees in the CMS stops when the data controller deletes the personal data about its employees, or the Tjek Agreement terminates. If the Tjek Agreement terminates, the data processor will delete personal data in the CMS after 1 year.
Appendix B
Authorised sub-processors
B. 1. Approved sub-processors
The following sub-processors, which can be found at bottom of the page at https://tjek.com/privacy
Appendix C
Instruction pertaining to the use of personal data
C. 1. The subject of/instruction for the processing
The data processor’s processing of personal data on behalf of the data controller shall be carried out by the data processor performing the following:
Integration of Tjek’s API and SDK to the data controller’s own media, by which the data processor may process IP-addresses of the data controller’s visitors when they click on the data controller’s digital publication or other Tjek features integrated on the data controller’s media such as the digital shopping list. The data processor may furthermore provide anonymised statistics of the data controller’s visitors’ interaction with the data controller’s digital publication etc.
When using Tjek’s CMS, the data processor may process name, e-mail address and audit logs of the data controller’s employees with access to the CMS in order to provide Tjek’s services, answer questions, receive non-personal data that should be published in the digital publication viewer etc.
C. 2. Security of processing
The data processor shall 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, taking into consideration that the data processor will be processing IP-addresses of the data controller’s visitors, and name, e-mail address and audit logs from the data controller’s employees.
The data processor has - as a minimum - implemented the below technical and organisational measures:
All traffic is routed through HTTPS
Access restrictions on the employees from the data processor that can gain access to the data processor’s core systems
Regularly evaluation of the level of security
Use of two-factor authentication, SSO and unique passwords
IP-addresses are only stored for up to 14 days in a log for security purposes
Onboarding on IT-security to new employees
Audit logs and logs on work done in the cloud-system
The data processor has furthermore implemented the below technical and organisational measures that are related to the integration solution in general, but which is not relevant for the storage of IP-addresses for up to 14 days in a traffic log:
Backup of data on a daily basis
Encryption of data at rest and in motion
Encryption of devices
Recovery procedures
Security updates
C. 3. Assistance to the data controller
The data processor shall insofar as this is possible – within the scope and the extent of the assistance specified below – assist the data controller in accordance with Clause 9.1. and 9.2. by implementing the following technical and organisational measures:
The data processor must have procedures in place to ensure that requests from data subjects are forwarded to the data controller in a timely manner so that the data controller can comply with time limits in the data protection regulation.
The data processor must have procedures in place to ensure that any personal data breaches and security breaches are handled in accordance with what has been agreed, including that the necessary and relevant information about the breach is received by the data controller within the agreed time limit. At the request of the data controller, the data processor must provide information about the affected systems, a description of the reason for the breach, the time of the breach and its duration, information on whether the breach still exists, and information on what measures the data processor has taken to remedy the breach.
C. 4. Storage period/erasure procedures
IP-addresses of the data controller’s visitors may be kept in a traffic log for up to 14 days for security purposes.
Name, e-mail address about the data controller’s employees with access to the CMS, may be kept until the data controller deletes the information. If the Tjek Agreement terminates, the data processor will delete personal data in the CMS after 1 year.
C. 5. Processing location
Processing of the personal data under the Clauses cannot be performed at other locations than the following without the data controller’s prior written authorisation:
Personal data can be processed at the data processor’s offices in Denmark or elsewhere in the EU, by remote work done by the employees of the data processor, and on the addresses and premises of the sub-processors’ listed in Appendix B.
C. 6. Instruction on the transfer of personal data to third countries
The data processor stores data in the EU. The data controller however accepts that the data processor or its sub-processors may process personal data outside the EU, provided that the relevant third country is subject to an adequacy decision by the European Commission, or provided that the data processor and/or sub-processor has subjected itself to an agreement with either the data controller or the sub-processor by using the European Commission’s Standard Contractual Clauses, cf. GDPR article 46.
C. 6. Instruction on the transfer of personal data to third countries
The data processor stores data in the EU. The controller however accepts that the data processor or its sub-processors may process personal data outside the EU, provided that the relevant third country is subject to an adequacy decision by the European Commission, or provided that the data processor and/or sub-processor has subjected itself to an agreement with either the data controller or the sub-processor by using the European Commission’s Standard Contractual Clauses, cf. GDPR article 46.
C. 7. Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor
Upon request, when the data controller deems it necessary, the data controller shall be entitled to perform a written audit to ensure compliance with these Clauses. The data controller may send a questionnaire to the data processor or ask the data processor to confirm that the data processor abide by these Clauses and the relevant data protection legislation. If the data controller finds the answers insufficient, the data controller may, at the data controller’s expense, and with 30 days prior written notice to the data processor, ask to perform an audit carried out by an independent third party.
Appendix D
The parties' agreement on other subjects
The parties’ agreement on other terms, including liability, can be found in the Tjek Agreement and in Tjek’s standard terms and conditions (https://tjek.com/terms).