Version 4.1

Standard Contractual Clauses

For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR) for the purpose of the data processor’s processing of personal data

between

You

(the data controller)

and

Karla ApS

CVR 4378 6911

NIELS HEMMINGSENS GADE 20B,

1153 KØBENHAVN K

Danmark

(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. Preamble

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.

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).

In connection with the provision of the technical systems and services (hereinafter the "Services") specified in Appendix A.1, the Data Processor processes personal data on behalf of the Data Controller in accordance with these Provisions. The Main Service is provided pursuant to the parties' separate main agreement (hereinafter the "Main Agreement").

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 a specification of the covered Services as well as further details regarding the processing for each individual Service, including the purpose and nature of the processing, the type of personal data, the categories of data subjects, and the duration of the processing.
   
• 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.
• 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 provisions for other activities which are not covered by the Clauses.
   

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.

2. 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.

3. 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. 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.

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.

4. Confidentiality

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.

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.

5. 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 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:

• a. Pseudonymisation and encryption of personal data;
   
• b. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
   
• c. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
   
• d. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
   

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.

6. 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 has the data controller’s general authorization for the use of sub-processors. The data processor shall notify the data controller in writing of any intended changes concerning the addition or replacement of sub-processors with at least 1 month's notice, thereby giving the data controller the opportunity to object to such changes prior to the use of the concerned sub-processor(s). A longer notice period for notification in connection with specific processing activities may be stated in Appendix B. The list of sub-processors already approved by the data controller appears in Appendix B.

Where the data processor engages a sub-processor for carrying out specific processing activities on behalf of the data controller, the data processor shall, by way of a contract or other legal act under EU law or Member State law, impose on that sub-processor the same data protection obligations as set out in these Provisions, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of these Provisions and the General Data Protection Regulation.

The data processor is therefore responsible for requiring that the sub-processor, at a minimum, complies with the data processor's obligations pursuant to these Provisions and the General Data Protection Regulation.

Sub-processor agreement(s) and any subsequent amendments thereto shall be sent – upon the data controller’s request – in copy to the data controller, who thereby has the opportunity to ensure that the same data protection obligations as set out in these Provisions are imposed on the sub-processor. Provisions regarding commercial terms, which do not affect the data protection content of the sub-processor agreement, shall not be sent to the data controller.

If the sub-processor fails to fulfil its data protection obligations, the data processor shall remain fully liable to the data controller for the performance of the sub-processor's obligations. This shall not affect the rights of the data subjects under the General Data Protection Regulation, in particular Articles 79 and 82 of the Regulation, against the data controller and the data processor, including the sub-processor.

7. Transfer of data to third countries or international organizations

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.

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.

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 a third country
   

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.

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.

8. 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 organisational measures, in-sofar 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 da-ta 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 5.3., 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 notify the personal data breach to the competent supervisory authority, the Danish Data Protection Agency, without undue delay and, where feasible, not later than 72 hours after having become aware of it, 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, 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.
   

The parties shall define in Appendix C the appropriate technical and organi-sational 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 8.1. and 8.2.

9. 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 no later than 48 hours after having become aware of the breach, to enable the data controller to comply with its obligation to notify the personal data breach to the competent supervisory authority, cf. Article 33 of the General Data Protection Regulation. The notification of the breach to the data controller shall, if possible, contain a preliminary report on the scope thereof.

In accordance with Clause 8(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 breach 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 ad-dress 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.

10. Erasure and return of data

Upon termination of the services relating to the processing of personal data, the data processor is obliged to return all the personal data and delete existing copies, unless EU law or Member State law requires storage of the personal data.

11. 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, including inspections, of the data processor and sub-processors are specified in appendices C.7. and C.8.

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.

12. The parties’ agreement on other terms

The parties may agree to 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.

13. Commencement and termination

The Clauses shall become effective on the date of both parties’ signature.

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. 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 10.1. and Appendix C.4., the Clauses may be terminated by written notice by either party.

14. Data controller and data processor contacts/contact points

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

The parties shall be under obligation continuously to inform each other of changes to contacts/contact points.

With the data processor

Name: Magnus Smed

Titel: CEO

Phone number: +45 42 42 00 55

E-mail: ms@karlachat.com

Appendix A - Information about the processing

This Appendix specifies the covered Services and constitutes the data controller’s instructions for each Service.

A.1. Covered Services

This Data Processing Agreement applies only to the Services marked below in the "Covered" column, and for which the data controller has entered into a Main Agreement.

A.2. Specification for Karla Chat

(Applies only if "Karla Chat" is marked in A.1.)

• A.2.1. Purpose of the processing:
  Provision of an AI chatbot (internal and/or external) to respond to inquiries from the data controller's users (customers, employees, etc.) and provide guidance and support.
  
  
• A.2.2. Nature of the processing:
  The data processor’s processing of personal data takes place through the following processing steps: Receipt of data (questions and conversations), Storage of conversations, Use of data in connection with generating responses to inquiries, Rectification and/or deletion upon instruction from the data controller.
  
  
• A.2.3. Types of personal data regarding the data subjects:
  • Non-sensitive personal data: As a general rule, the data processor actively discourages the submission of general personal data by users of the Service. However, conversations may contain personal data (e.g., names, contact info, case numbers) that users enter themselves.
  • Sensitive personal data: None. As a general rule, the data processor actively discourages the submission of sensitive personal data.

• A.2.4. Categories of data subjects:
  Users (e.g., customers, citizens, employees) who interact with Karla Chat.

A.3. Specification for Karla Search

(Applies only if "Karla Search" is marked in A.1.)

• A.3.1. Purpose of the processing:
  Provision of an AI search tool (internal and/or external) to provide answers and guidance based on the data controller's knowledge base(s).
  
  
• A.3.2. Nature of the processing:
  The data processor’s processing of personal data takes place through the following processing steps:
  - Receipt of data (search queries).
  - Storage of search history.
  - Use of data in connection with generating responses to search inquiries
  - Rectification and/or deletion upon instruction from the data controller.
  
  
• A.3.3. Types of personal data regarding the data subjects:
  • Non-sensitive personal data: As a general rule, the data processor actively discourages the submission of general personal data. However, search queries may contain personal data (e.g., names, case numbers) that users enter themselves.
  • Sensitive personal data: None. As a general rule, the data processor actively discourages the submission of sensitive personal data.

• A.3.4. Categories of data subjects: Users (e.g., customers, citizens, employees) who uses Karla Search.

A.4. Specification for Karla Inbox

(Applies only if "Karla Inbox" is marked in A.1.)

• A.4.1. Purpose of the processing:
  Provision of a unified inbox that consolidates communication channels (e.g., email, Facebook Messenger, Instagram) and enables semi- or fully automated responding to inquiries.
  
  
• A.4.2. Nature of the processing:
  Receipt, temporary storage, routing, and sending of messages (emails, chat messages, etc.) on behalf of the data controller. Use of message data for generating automated responses. Rectification and/or deletion upon instruction from the data controller.
  
  
• A.4.3. Types of personal data concerning the data subjects:
  • Non-sensitive personal data (Ordinary personal data): Personal data received via the communication channels connected to the Service by the Data Controller. This includes master data such as:
    
    • Name, email address, phone number, address.
    • Usernames/profile names (on social media).
    • Technical metadata (timestamps, etc. associated with the message).
    • The content of the correspondence itself (free text) exchanged between the data subject and the Data Controller.
      
      
  • Sensitive personal data (Special categories): The Service is not designed or intended for the systematic processing of special categories of personal data (cf. GDPR Article 9) or data concerning criminal convictions and offences (cf. GDPR Article 10). The Data Controller is instructed not to connect channels the primary purpose of which is the exchange of such information (e.g., patient hotlines or whistleblower schemes).
    
    General: However, both parties acknowledge that as the Service handles unstructured communication (free-text fields in emails, chats, etc.), data subjects may, on their own initiative and inadvertently, transmit sensitive information within the correspondence. 
    
    To mitigate this risk, the Data Processor processes all data in the Service (regardless of classification) with a level of security that accounts for confidentiality and integrity, including encryption during transmission and storage, ensuring that any inadvertently received sensitive information is adequately protected.

• A.4.4. Categories of data subjects:
  Persons (e.g., customers, citizens, suppliers) who contact the data controller via the connected channels (email, social media, etc.).

A.5. Common information regarding processing

(Applies to all Services)

• A.5.1. Types of personal data (Administrative access):
  General personal data:
  • • Creation of administrative account for the Main Agreement 
    • Company name
    • Country
    • E-mail (regardin administrator/contact person)
    • Contact person (name).
      
      
• A.5.2. Categories of data subjects (Administrative access):
  Contact persons and administrators at the Data Controller.
• A.5.3. Duration of the processing:
  The processing is not time-limited and continues until the Main Agreement is terminated or cancelled by one of the parties. Specific deletion routines for data collected via the Services are described in Appendix C.4.

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:

Upon the entry into force of the Provisions, the data controller has approved the use of the above-mentioned sub-processors for the described processing activity. The data processor shall not – without the data controller’s written approval – use a sub-processor for a processing activity other than that described and agreed upon or use another sub-processor for this processing activity.

B.2. Notice period for approval of sub-processors

1 month.

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 in accordance with the purposes and nature specified for each covered Service in Appendix A.
  
  
• C.2. Security of processing:
  • The security level must reflect: That the data processor works with reference to ISO 27001/2 and ISO 27701.
    
    The data processor is audited annually, and ISAE 3000 type IT audit reports are prepared.
    
    The processing of the above-mentioned personal data falls within the data processor’s general work with data security.
    
    The data processor is accordingly entitled and obliged to make decisions regarding which technical and organizational security measures are to be implemented to establish the necessary (and agreed) security level.
    
    The data processor shall, however – in any event and as a minimum – implement the following measures, which have been agreed with the data controller:
    • Organize and manage IT security with reference to ISO 27001/2.
    • Organize and manage personal data security with reference to ISO 27701.
    • Annually prepare and submit independent ISAE 3000 type IT audit reports, which can serve as the data controller's supervision of the data processor.

• C.3 Assistance to the data controller:
  The data processor shall, as far as possible – within the scope and extent set out below – assist the data controller in accordance with Clause 8.1 and 8.2 by implementing the following technical and organizational measures:
  
  • Organize and manage IT security with reference to ISO 27001/2.
  • Organize and manage personal data security with reference to ISO 27701.
  • Annually prepare and submit independent ISAE 3000 type IT audit reports, which can serve as the data controller's supervision of the data processor.
    
    

• C.4 Storage period/erasure procedures:
  Unless otherwise agreed, the following standard retention periods apply:
  
  • For Karla Chat and Karla Search: Conversations and search queries are stored for 12 months (1 year), after which they are automatically deleted.
    
  • For Karla Inbox: Correspondances (e-mails, messages etc.) stored for 90 days, after which they are automatically deleted.
    
    Optional retention period:
    The data controller may freely change the default retention period directly on the Karla Platform for both Chat/Search and Inbox.
    
    The following periods can be selected: 3 days, 14 days, 30 days, 90 days, 6 months, or 12 months.
    
    The retention period selected on the Karla Platform will always be the applicable one, in accordance with the data controller's instructions.
    
    General provisions: 
    The data controller may always request the deletion of specific data, upon which the data processor must comply with this request within 14 days.
    
    The storage is due to functional reasons such as:
    
    
    • validation of conversations/inquiries to ensure compliance with our policy (no racism, sexism, violence, etc.)
    • possibility to review conversations/correspondence
    • statistics, including analysis of conversation topics, sentiment, etc. 
    • billing of usage and any excess usage.
      
    • forwarding of conversations or information upon instruction from the data controller
    
    Upon termination of the service regarding the processing of personal data, the data processor shall either delete or return the personal data in accordance with Clause 10.1, unless the data controller – after the signing of these Provisions – has changed the data controller's original choice. Such changes must be documented and kept in writing, including electronically, in connection with the Provisions.

• C.5 Processing location:
  Processing of the personal data covered by the Provisions may not take place at locations other than those set out in Appendix B.1 without the prior written approval of the data controller. 
  
  
• C.6 Instruction on the transfer of personal data to third countries:
  The Data Controller hereby instructs the Data Processor to transfer personal data to the sub-processors listed in Annex B, regardless of whether they are established in countries outside the EU/EEA (third countries).
  
  The transfer is based on the following grounds: 
  1. For entities in the US: The EU-U.S. Data Privacy Framework.
  2. As a supplementary basis or for other third countries: The European Commission's Standard Contractual Clauses (SCCs).
  
  
  
• C.7 Procedures for the data controller’s audits: 
  The data processor shall annually, at its own expense, obtain an ISAE 3000 assurance report from an independent third party concerning the data processor’s compliance with the General Data Protection Regulation, data protection provisions in other Union or Member State law, and these Provisions.
  
  The Parties agree that the following type of ISAE 3000 can be used in accordance with these Provisions:
  
  The report(s) shall be forwarded without undue delay to the data controller for information.
  
  The Data Controller is entitled to make inquiries regarding the statement(s) and the Data Processor's compliance with the General Data Protection Regulation (GDPR), data protection provisions in other EU law or the national law of the Member States, and these Clauses.
  
  The data controller or a representative of the data controller additionally has access to carry out inspections, including physical inspections, of the locations from which the data processor performs processing of personal data, including physical locations and systems used for or in connection with the processing. Such inspections may be conducted when the data controller deems it necessary.
  
  Any costs of the data controller in connection with a physical inspection shall be borne by the data controller itself. However, the data processor is obliged to allocate the resources (primarily time) required for the data controller to be able to conduct its inspection.
  
  
  
• C.8 Procedures for audits of sub-processors: The data processor shall annually, at its own expense, obtain an audit report or inspection report from an independent third party concerning the sub-processor’s compliance with the General Data Protection Regulation, data protection provisions in other Union or Member State law, and these Provisions.

Appendix D - The parties’ terms of agreement on other subjects