Data Processing Agreement

Last updated December 19, 2024

Standard Contractual Clauses

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

between

The Company using tillty services

(the data controller)

and

CVR: 32826563
tillty ApS
Åboulevarden 61
8000 Aarhus
Denmark

(the data processor)

each a ‘party’; together ‘the parties’

By using our services, the Company accepts the roles of data controller and 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. Table of Contents

• 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 organisations
• 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
• 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

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 tillty, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.
4. The Clauses shall take priority over any similar provisions contained in other agreements between the parties.
5. Three appendices are attached to the Clauses and form an integral part of the Clauses.
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. The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
10. 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.

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.

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. 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.
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.
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

1. The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor).
2. The data processor 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 14 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. 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.
5. 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.
6. 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 organisations

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:
   • transfer personal data to a data controller or a data processor in a third country or in an international organization
   • transfer the processing of personal data to a sub-processor in a third country 
   • 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:
   • 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
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:
   • 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, Datatilsynet (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;
   • 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 data controller’s obligation to consult the competent supervisory authority, Datatilsynet (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 72 hours after the data processor has become aware of the personal data breach to enable the data controller to comply with the data controller’s obligation to notify the personal data breach to the competent supervisory authority, cf. Article 33 GDPR.

3. In accordance with Clause 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. 
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.

2. The following EU or Member State law applicable to the data processor requires storage of the personal data after the termination of the provision of personal data processing services:
   • The Danish Bookkeeping Act (Bogføringsloven)
3. The data processor commits to exclusively process the personal data for the purposes and duration provided for by this law and under the strict applicable conditions.

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 appendices 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. 

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.

14. Commencement and termination

1. The Clauses shall become effective on the date of first usage.
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.

15. Data controller and data processor contacts/contact points

1. The parties may contact each other using the contacts/contact points: agreed in the License agreement.
2. The parties shall be under obligation continuously to inform each other of changes to contacts/contact points.

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:

• To process physical and online orders conducted by the data controller’s customers.
• To process payments securely for transactions conducted by the data controller’s customers.
• To comply with financial regulations and fraud prevention requirements.
• To generate transaction reports and manage refunds where applicable.
• To perform data analysis on customer behavior for insights and business decision-making.
• To generate reports and dashboards reflecting sales performance and marketing effectiveness.
• To improve the data controller’s services through trend analysis and predictive modeling.

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):

• Collecting, storing, and managing personal data to facilitate the functionality of the tillty platform, including customer relationship management, transaction processing, and reporting features.
• Processing customer information for service delivery, such as managing customer profiles, communication logs, and purchase histories.
• Enabling the data controller to use analytics features, such as generating insights from aggregated customer data for operational and marketing purposes.
• Providing secure storage and access controls to ensure the data controller can manage and retrieve personal data as needed.
• Supporting the data controller in meeting compliance obligations by providing tools for data export, deletion, or access requests.

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

Customer staff:

• Processing activity: General usage, processing orders and refunds, insights and analytics, customer support, returns, complaints etc.
• Type of personal data processed: Name, email address, phone number, address, orders and refunds made, settings modifications made, hashed passwords.

End customers:

• Processing activity: General usage, orders and refunds, bookings, loyalty, fraud detection, insights and analytics.
• Type of personal data processed: Name, birthday, email address, phone number, billing and shipping address, orders/refunds and bookings made, loyalty points and spendings, masked BIN number, IP address, hashed passwords.

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

• End Customers of the Data Controller: Individuals who purchase goods or services from the data controller (e.g., customers of businesses using tillty’s platform).
• Employees or Representatives of the Data Controller: Staff members or representatives of the data controller who use the tillty platform to manage customer interactions or operations.
• Business Contacts of the Data Controller (if applicable): Suppliers, partners, or other third parties whose data is processed as part of the data controller’s activities managed through tillty.

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 shall continue for the duration of the data controller’s use of the tillty platform and related services.
• Upon termination of the agreement or cessation of the data controller’s use of tillty, processing shall cease, and personal data will be deleted, unless retention is required under applicable EU or Member State law.
• Consequently, information subject to the retention obligation in the Danish Bookkeeping Act will be retained for 5 years from the end of the financial year to which the information relates.

Appendix B Authorised sub-processors

B.1. Approved sub-processors

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

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 have the right to engage additional sub-processors or replace existing sub-processors without obtaining explicit written authorization from the data controller, provided that:

1. The data processor notifies the data controller of any intended changes to the list of sub-processors, including the addition or replacement of sub-processors, at least 30 days before the change takes effect.
2. The notification shall include the name of the sub-processor, its contact information, and a description of the processing it will perform.
3. The data controller shall have the right to object to such changes within 14 days of receiving the notification. Objections must be based on reasonable and legitimate grounds relating to data protection.
4. If the data controller does not object within the stated timeframe, the data processor may proceed with the engagement of the sub-processor.
5. The data processor shall ensure that all sub-processors are bound by written agreements that impose obligations equivalent to those set out in these Clauses.

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:

1. Customer Relationship Management (CRM)
   • Storing and managing personal data of the data controller’s customers, including names, contact details, purchase histories, and communication logs.
   • Providing tools to segment, analyze, and manage customer interactions for operational and marketing purposes.
2. Transaction and Payment Processing
   • Processing payment information securely for transactions initiated by the data controller’s customers.
   • Storing transaction history to enable reporting, refunds, or dispute resolution.
3. Data Analysis and Reporting
   • Aggregating and analyzing customer data to generate insights, including sales performance, customer behavior patterns, and operational trends.
   • Providing dashboards and reports to the data controller for decision-making and strategy development.
4. Facilitation of Communication
   • Managing customer communication, including email campaigns, order confirmations, payment reminders, and support messages initiated by the data controller through the platform.
5. Compliance Assistance
   • Supporting the data controller in fulfilling GDPR requirements, such as processing data subject requests for access, rectification, or deletion of personal data.
   • Enabling data export functionality to meet regulatory or operational needs.
6. Platform Maintenance and Security
   • Maintaining the operational functionality of the tillty platform, including regular software updates, bug fixes, and infrastructure upgrades.
   • Implementing and managing security measures to protect the confidentiality, integrity, and availability of personal data.
7. Data Retention and Deletion
   • Retaining personal data as directed by the data controller or in accordance with applicable legal requirements.
   • Deleting or anonymizing personal data upon the data controller’s instruction or when the data retention period expires.

C.2. Security of processing

1. Data Encryption
   • Personal data is encrypted during transmission using TLS 1.3 to ensure secure communication over networks.
   • At rest, personal data is encrypted with AES-256 encryption standards within the data storage infrastructure.
2. Access Controls and Authentication
   • Role-based access control (RBAC) implemented to restrict access to personal data based on job function and responsibility.
   • Secure API keys or OAuth 2.0 tokens are required for integrations with third-party tools.
3. Physical Security
   • Personal data is hosted in ISO 27001 and SOC 2-certified data centers with physical access restricted to authorized personnel only.
   • Data centers are equipped with biometric scanners, video surveillance, and redundant power supplies.
4. Incident Detection and Response
   • tillty uses a centralized logging and monitoring system to track and alert on suspicious activities.
   • A formal incident response policy ensures that potential breaches are identified, contained, and reported to the data controller within 72 hours, including root cause analysis.
5. Data Minimization and Anonymization
   • Customer data is processed in pseudonymized formats whenever possible, using unique identifiers instead of direct personal data.
   • Regular data retention reviews ensure that unnecessary or outdated data is deleted or anonymized.
6. Backup and Disaster Recovery
   • Encrypted backups of personal data are created daily and stored redundantly in geographically diverse locations.
   • Disaster recovery plans include Recovery Time Objectives (RTO) of 4 hours and Recovery Point Objectives (RPO) of 15 minutes to ensure minimal disruption.
7. Compliance with Industry Standards
   • tillty adheres to industry-specific standards, such as PCI-DSS for secure payment processing.

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:

1. Technical and Organizational Measures
   • Automated Request Tools: Provide tools for managing data subject requests through the platform.
   • Security Measures: Ensure data encryption and pseudonymization for secure processing and data requests.
   • Compliance Documentation: Offer access to audit logs, security certifications, and processing records.
   • Training: Provide GDPR and security training for personnel handling personal data.
   • Backup and Incident Support: Ensure regular backups and quick recovery, and assist in breach detection and reporting.

C.4. Storage period/erasure procedures 

Upon termination of the provision of personal data processing services, the data processor shall delete the personal data in accordance with Clause 11.1.

C.5. Processing location

All personal data under the Clauses are stored and processed within the European Union (EU), including by sub-processors such as Google and Amazon Web Services (AWS), which store data in EU-based data centers.

The data processor will inform the data controller of any new sub-processors and their locations prior to engaging them for processing activities.

Any additional processing locations will require prior general written consent from the data controller.

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

The data processor shall not transfer personal data outside the EU without prior documented instructions from the data controller. If no such instructions are provided, the data processor shall not perform any transfer.

C.7. Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor

The data controller may conduct audits, including inspections, of the processing of personal data by the data processor to ensure compliance with the Clauses and applicable data protection laws. The following procedures shall apply:

1. Audit Notice: The data controller must provide at least 30 days written notice to the data processor before conducting an audit.
2. Access to Records: The data processor will provide the data controller with access to all relevant records, documentation, and systems related to the processing of personal data.
3. Audit Scope: The audit may include inspections of the data processor’s facilities, systems, and processes used for personal data processing.
4. Cooperation: The data processor will cooperate fully with the audit process, providing all necessary assistance and information to demonstrate compliance with the GDPR and the Clauses.
5. Audit Frequency: Audits may be conducted annually or as deemed necessary by the data controller.
6. Costs: The data controller shall bear the costs of the audit.

C.8. Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors

Based on risk assessments of each sub-processor the data processor shall obtain compliance reports and attestations concerning the sub-processor’s compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses.

The parties have agreed that the following types of reports may e.g. be used in compliance with the Clauses:

• ISAE 3000
• SOC 2

The result of a sub-processor audit shall upon request be submitted to the data controller for information.