Data Processing Agreement

Cookie

Policy

(Standard Contractual Clauses)

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

between

The Customer

(the data controller)

and

MeetinVR ApS
CVR no. 38131249
Annexstræde 6
2500 Valby
Denmark

(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.

1Preamble

1.1These 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.

1.2The 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).

1.3In the context of the provision of the MeetinVR virtual reality application (the “Application”) the data processor will process personal data on behalf of the data controller in accordance with the Clauses.

1.4The Clauses form part of and supplements the data processor’s Terms of Service for use of the Application and data processor’s Privacy Policy. In case of discrepancies between the data processor’s Terms of Service, Privacy Policy and these Clauses, these Clauses shall take priority.

1.5Four appendices are attached to the Clauses and form an integral part of the Clauses.

1.6Appendix 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.

1.7Appendix 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.

1.8Appendix 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.

1.9Appendix D contains provisions for other activities which are not covered by the Clauses.

1.10The Clauses along with appendices shall be retained in writing, including electronically, by both parties.

1.11The 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.

2The rights and obligations of the data controller

2.1The 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 (references to ”Member States” made throughout the Clauses shall be understood as references to “EEA Member States”) data protection provisions and the Clauses.

2.2The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.

2.3In 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.

3The data processor acts according to instructions

3.1The 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.

3.2The 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.

4Confidentiality

4.1The 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.

4.2The 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.

5Security of processing

5.1Article 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:

aPseudonymisation and encryption of personal data;

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

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

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

5.2According 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.

5.3Furthermore, 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.

6Use of sub-processors

6.1The 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 fulfilment of the Clauses without the prior general written authorisation of the data controller.

6.2The 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. The list of sub-processors authorised by the data controller can be found in Appendix B. Changes to the list of authorised sub-processors will appear in Appendix B as updated from time to time and available on www.meetinvr.com.

6.3Where the data processor engages a sub-processor for carrying out specific processing activities on behalf of the data controler, 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.

6.4The 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.

7Transfer of data to third countries or international organisations

7.1Any transfer of personal data to third countries or international organisations by the data processor shall only occur in accordance with the instructions from the data controller and shall always take place in compliance with Chapter V GDPR.

7.2The data processor can transfer, access, process or otherwise make personal data available to the authorised sub-processors listed in Appendix B. Any such agreements with authorised sub-processors outside the EU or EEA shall – prior to any transfer of personal data – be entered into pursuant to the EU Commission’s decision of 2010/87/EU regarding the standard model contract for transfer of personal data to countries outside the EU or EEA or the EU-US Privacy Shield Framework (for transfers to the US) in addition to any permission from local authorities if legally required.

8Assistance to the data controller

8.1Taking 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:

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

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

cThe right of access by the data subject

dThe right to rectification

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

fThe right to restriction of processing

gNotification obligation regarding rectification or erasure of personal data or restriction of processing

hThe right to data portability

iThe right to object

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

8.2In 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:

aThe 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, in Denmark “Datatilsynet” , unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;

bThe 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;

cThe 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);

dThe data controller’s obligation to consult the competent supervisory authority, in Denmark “Datatilsynet” 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.

9Notification of personal data breach

9.1In 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.

9.2The data processor’s notification to the data controller shall, if possible, take place within 72 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.

9.3In 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:

aThe 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;

bThe likely consequences of the personal data breach;

cThe 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.

9.4The 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.

10Erasure or return of data

On termination of the provision of personal data processing services, the data processor shall, without undue delay from termination of the personal data processing services, be under obligation to delete or return 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.

11Audit and inspection

11.1The 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.

11.2The 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.

11.3The data controller is entitled to perform audits of the data processor. Unless otherwise agreed between the parties or required by a competent supervisory authority, the data controller’s audits of the data processor shall be performed on a written basis, e.g. by use of questionnaires or in a similar written form. The data controller’s audits shall be limited to a maximum of once a year, unless an extraordinary audit is required by a competent supervisory authority. The data controller shall provide the data processor with a notice of the data controller’s planned audits of the data processor at least 14 days in advance. The data controller shall reimburse the data processor for all reasonable costs related to the data controller’s audit of data processor, including the (internal) time spent by the data processor to support data controller in performing the audit. The time spent by the data processor shall be calculated according to the data processor’s hourly rate as stated in Clause 12 below.

12Costs

12.1Data processor is entitled to a separate fee for assistance to data controller under these Clauses, which is not directly related to the data processor’s provision of the Application, including, but not limited to, the data processor’s assistance to the data controller, cf. Clause 8 of these Clauses. The fee shall be calculated on basis of the data processor’s applicable hourly rate of EUR 150. Data processor shall on request from the data controller document the time spent by data processor on assistance to the data controller.

13Liability

13.1Data processor’s liability under these Clauses is regulated by the data processor’s Terms of Service for use of the Application (as available from time to time on www.meetinvr.com, which form part of these Clauses.

14Commencement and termination

14.1Both 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.

14.2The 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.

14.3If 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., these Clauses shall be considered terminated in connection to the termination of the data processing services.

Appendix A Information about the processing

A.1The purpose of the data processor’s processing of personal data on behalf of the data controller is:

To fulfil the subscription agreement between the data processor and the data controller, including data processor’s provision of the Application and related services to the data controller and/or to take steps on the data controller’s request, including providing technical support to data controller on the data controller’s request.

A.2The data processor’s processing of personal data on behalf of the data controller shall mainly pertain to (the nature of the processing):

Data processor’s storage of personal data on behalf of data controller in connection to the data processor’s provision of the Application and related services and to provide technical support on the data controller’s request in connection to the data controller’s use of the Application.

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

Name, e-mail address, telephone number, address, username(s) of authorised users of the Application, IP address, company information (for personally owned companies) and payment details.

Additionally, when using the Application some information is required to be processed for the basic functionality of the app and in some cases be stored. This information includes, but is not limited to, voice data and VR/AR tracking data.

As the clear main rule, the data processor does not collect or process any sensitive personal data.

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

Users of data processor’s Application, including free trial users, i.e. data controller’s authorised users and contact persons stated by the data controller in connection to data controller’s subscription to data processor’s Application and services.

A.5The 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:

From commencement of subscription agreement or free trial period until termination of free trial period or subscription agreement.

Appendix B Authorised sub-processors

B.1Approved sub-processors

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

NAME CVR ADDRESS DESCRIPTION OF PROCESSING

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 authorisation – 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.

B.2Notice for the authorisation of sub-processors

The list of sub-processors authorised by the data controller can be found in Appendix B as updated from time to time and available on www.meetinvr.com. Data processor will notify the data controller of any changes to the list of authorised sub-processors by updating the list of authorised sub-processors on www.meetinvr.com

Appendix C Instruction pertaining to the use of personal data

C.1The 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:

Data processor is hereby instructed and authorised to store and process personal data on behalf of data controller to fulfil the subscription agreement between the data processor and the data controller, including data processor’s provision of the Application and related services to the data controller and/or to take steps on the data controller’s request, including providing technical support to data controller on the data controller’s request.

C.2Security of processing

The data processor must implement appropriate and reasonable technical and organizational measures to ensure a level of security that matches the risks of data processing for the processing of personal data which the data controller provides under this data processing agreement, including reasonably ensuring a) pseudonymisation and encryption of personal data; b) continuous confidentiality, integrity, availability and robustness of the processing systems and services for which the data processor is responsible; c) timely recovery of the availability of and access to personal data in case of a physical or technical incident; d) a procedure for regular testing, assessment and evaluation of the effectiveness of the technical and organizational measures to ensure processing security; e) that personal data is not accidentally or unlawfully destroyed, lost or impaired and against any unauthorized disclosure, abuse or in any other way is processed in violation of any applicable law on personal data.

When determining the appropriate and reasonable technical and organizational measures, the data processor must particularly consider the risks related to the processing, i.e. the risks of accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to Personal Data which has been transmitted, stored or processed in any other way.

C.3Processing location

Processing of personal data under the Clauses is performed in the EU/EEA and in the US.

Processing of the personal data under the Clauses cannot be performed at other locations than the above-mentioned without the data controller’s prior written authorisation