Data Processing Agreement

Data Processing Agreement

Standard Contractual Clauses for the purposes of Article 28(3) of Regulation 2016/679 (the GDPR)

between

[Customer legal name]
CVR [CVR no.]
[Street address]
[Postcode and city]
[Country]

(the data controller)

and

Responsemate ApS
CVR 45 88 44 22
Kirkeløkken 42, Nørre Søby
5792 Årslev
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.

1. Table of Contents

2. Preamble
3. The rights and obligations of the data controller
4. The data processor acts according to instructions
5. Confidentiality
6. Security of processing
7. Use of sub-processors
8. Transfer of data to third countries or international organisations
9. Assistance to the data controller
10. Notification of personal data breach
11. Erasure and return of data
12. Audit and inspection
13. The parties' agreement on other terms
14. Commencement and termination
15. Data controller and data processor contacts/contact points

Appendix A – Information about the processing
Appendix B – Authorised sub-processors
Appendix C – Instruction pertaining to the use of personal data
Appendix D – The parties' terms of agreement on other subjects

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 the Responsemate platform (an AI-assisted service for answering security, compliance and due-diligence questionnaires, including the related knowledge base, integrations, assistant and support services, together "the Service"), 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. Four 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. Appendix D contains provisions for other activities which are not covered by the Clauses.

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

11. 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. References to "Member States" made throughout the Clauses shall be understood as references to "EEA Member States".

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

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.

3. If the data controller insists on an instruction which the data processor has flagged under Clause 4.2, the data processor may suspend the affected processing until the parties have agreed on a lawful way forward. The data controller bears the responsibility for the lawfulness of its instructions and indemnifies the data processor against claims arising from an instruction the data processor has flagged in writing.

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:

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.

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 30 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. The data processor shall agree a third-party beneficiary clause with the sub-processor where – in the event of bankruptcy of the data processor – the data controller shall be a third-party beneficiary to the sub-processor agreement and shall have the right to enforce the agreement against the sub-processor engaged by the data processor, e.g. enabling the data controller to instruct the sub-processor to delete or return the personal data.

7. 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:

a. transfer personal data to a data controller or a data processor in a third country or in an international organization

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

c. 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:

a. the right to be informed when collecting personal data from the data subject

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

c. the right of access by the data subject

d. the right to rectification

e. the right to erasure ('the right to be forgotten')

f. the right to restriction of processing

g. notification obligation regarding rectification or erasure of personal data or restriction of processing

h. the right to data portability

i. the right to object

j. 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:

a. 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;

b. 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;

c. 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);

d. the data controller's obligation to consult the competent supervisory authority prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the data controller to mitigate the risk.

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 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, 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:

a. 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;

b. the likely consequences of the personal data breach;

c. 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. Before deletion the data controller may export its data from the Service as described in Appendix C.4.

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:

a. The Danish Bookkeeping Act (bogføringsloven) requires the data processor to retain accounting records, including invoices naming the data controller's contact persons, for 5 years from the end of the financial year to which they relate.

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. Such terms are set out in Appendix D.

14. Commencement and termination

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

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.

5. Signature

15. Data controller and data processor contacts/contact points

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

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 provide the Service to the data controller: a hosted software platform in which the data controller's users store a knowledge base of company documentation and previously given answers, import questionnaires received from third parties, draft answers with AI assistance, review and approve answers, collaborate with colleagues and export the finished questionnaires. Personal data is processed only to the extent it is contained in the data controller's content, in user accounts, and in the operational records (activity history, AI call log, support correspondence) that the Service keeps on the data controller's behalf.

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):

Hosting and storage; indexing and semantic search (embeddings); transmission of excerpts to the AI model providers listed in Appendix B to produce draft answers, summaries, classifications and chat replies; transcription of voice recordings a user dictates to the assistant (the recording is sent to the AI provider once and is not stored); text extraction and OCR of uploaded files; synchronisation with document sources the data controller connects (such as SharePoint); sending of transactional e-mail (invitations, password resets); logging of user activity for the data controller's own audit trail; backup; support and troubleshooting on request; export and deletion.

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

a. Users of the Service (the data controller's staff and invited collaborators): name, work e-mail address, job title, telephone number (optional), country, profile photo (optional, via Microsoft or Slack), role in the workspace, authentication provider and identifiers (Microsoft Entra object id, Slack user id), password hash (local accounts only), preferences, invitation and account-status dates, IP address and browser user agent in the activity log, timestamps of actions, presence (online) status while signed in.

b. Persons appearing in the data controller's content: names, titles, contact details, signatures and other personal data that happen to be included in uploaded documents, policies, certificates, previous questionnaire answers, questionnaire questions and the answers drafted in the Service (for example the name of a security officer, a DPO, an auditor or a client contact). The data controller decides what is uploaded; the Service is not intended for special categories of personal data (Article 9 GDPR) or data about criminal convictions (Article 10 GDPR), and the data controller instructs the data processor not to expect such data.

c. Third-party contacts: names and e-mail addresses of client or vendor contacts the data controller records against a questionnaire, client or vendor profile.

d. Support correspondence: name, e-mail address and the content of messages exchanged with the data processor's support.

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

a. Employees, contractors and consultants of the data controller who use the Service.

b. Employees and representatives of the data controller's clients, prospects, vendors, auditors and other business partners whose details appear in questionnaires, documents or profiles.

c. Any other natural person whose personal data the data controller includes in uploaded content.

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:

The processing lasts for the duration of the Customer Agreement between the parties for the Service. After termination the personal data is exported, deleted and purged from backups as 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:

Customer-controlled integrations (not sub-processors of the data processor). Where the data controller itself enables an integration, the data flows to that third party under the data controller's own agreement with it: Microsoft (Entra ID single sign-on, SharePoint document sync via Microsoft Graph), Slack (user sync and bot), Google or Microsoft Forms (reading a public web form the data controller points the Service at), and any AI provider for which the data controller supplies its own API key (OpenAI, Anthropic, Azure OpenAI, Google, Mistral or Amazon Bedrock). Where the data controller's own AI provider cannot transcribe speech (Anthropic, Amazon Bedrock), its administrator may choose a second provider for voice input only (OpenAI, Azure OpenAI, Mistral or Google), again with the data controller's own key; the recording goes to that provider once and is discarded after transcription. The data processor transmits data to these services only as instructed through the data controller's configuration.

Third-party services that receive no personal data: logo.dev (receives company names and company domain names to fetch logos) and the public websites the Service fetches when the data controller runs a vendor scan or a link check.

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.2. Prior notice for the authorisation of sub-processors

The data processor gives notice of a new or replaced sub-processor at least 30 days before the change takes effect, by e-mail to the data controller's contact point in Clause 15 and by updating the published sub-processor list at responsemate.dk/legal/sub-processors. If the data controller objects on reasonable data-protection grounds within the notice period, the parties shall discuss the objection in good faith. If no solution is found, the data controller may terminate the Customer Agreement for the affected part of the Service with effect from the date the change takes effect, without penalty, and receive a pro-rata refund of prepaid fees for the remaining period.

For a change of the AI model provider that processes the data controller's content (currently OpenAI), the notice period is 60 days.

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:

a. Operating the Service for the data controller's workspace, including hosting, storage, backup, monitoring and maintenance.

b. Storing and indexing the content that the data controller's users upload or connect, and making it searchable for those users.

c. Sending excerpts of that content, together with questionnaire text and user prompts, to the AI providers in Appendix B (or to the provider the data controller has configured with its own key) to produce drafts, summaries, classifications, embeddings and chat replies, and storing the results in the workspace.

d. Extracting text from uploaded files, including OCR of scanned documents.

e. Sending transactional e-mails on behalf of the workspace (user invitations, password resets).

f. Keeping an activity history and an AI call log so that the data controller can audit what happened in its workspace.

g. Giving the data processor's support staff access to the workspace on the data controller's request, or when needed to investigate an error or incident, in each case recorded in the data processor's own support log and limited to what the task requires.

h. Exporting, returning and deleting data as instructed and as described in C.4.

The data processor shall not process the personal data for its own purposes, shall not use it to train or improve machine-learning models, and shall not disclose it to third parties other than the sub-processors in Appendix B.

C.2. Security of processing

The level of security shall take into account:

That the processing concerns ordinary business contact data and workplace data about the data controller's staff and business partners, together with the content of the data controller's compliance documentation, which is confidential and commercially sensitive but is not expected to contain special categories of personal data. The volume is moderate (tens of users, thousands of questions and documents per workspace). The processing involves transmission of content excerpts to AI providers, which raises the need for contractual and technical controls on those providers. A 'normal to elevated' level of security is therefore required, with particular weight on confidentiality, access control and logging.

The data processor shall hereafter be entitled and under obligation to make decisions about the technical and organisational security measures that are to be applied to create the necessary (and agreed) level of data security.

The data processor shall however – in any event and at a minimum – implement the following measures that have been agreed with the data controller:

Pseudonymisation and encryption

a. All data in transit between users and the Service, between the Service and its sub-processors, and between the Service's own components is encrypted with TLS 1.2 or higher.

b. All data at rest is encrypted by the hosting sub-processors (MongoDB Atlas, Amazon S3, DigitalOcean managed services) using AES-256 or equivalent.

c. Passwords of local accounts are stored only as salted bcrypt hashes. API keys and integration secrets (the AI provider keys, the Slack tokens and signing secret, the Microsoft and SharePoint client secrets) that the data controller stores in the Service are encrypted at field level with AES-256-GCM under a key held only in the production environment, without which the Service refuses to start. Access tokens for the Service's API and the integration interface's bearer token are stored only as SHA-256 hashes.

d. Content sent to AI providers is limited to the excerpts needed for the task. No account identifiers are sent beyond the names of users that appear in the content, in the questionnaire's own details and on the page the user is working on; e-mail addresses and internal identifiers are never sent.

Ongoing confidentiality, integrity, availability and resilience

e. Each customer workspace has its own database and its own file-storage bucket. Every request is bound to the signed-in user's workspace so that a user of one workspace cannot read or write another workspace's data.

f. Access to the Service requires authentication. Single sign-on through the data controller's Microsoft Entra ID tenant is supported and recommended, so that the data controller's own multi-factor and conditional-access policies apply. Local accounts require a password and support reset by e-mail only.

g. Role-based access within the workspace (administrator, member, read-only viewer) is enforced on the server for every request; administrators of the data controller manage their own users.

h. Access by the data processor's personnel to production systems and customer data is restricted to named persons, protected by multi-factor authentication at every sub-processor console, granted on a need-to-know basis and reviewed at least every six months. Personnel are bound by written confidentiality obligations.

i. Production data is not copied to developer machines; test and demonstration environments use synthetic data.

j. The Service is hosted in redundant, professionally operated EU data centres with physical access control, environmental protection and ISO 27001 / SOC 2 attested operations.

k. Changes to the software are version-controlled, pass automated tests and linting in a continuous-integration pipeline before deployment, and are released through a documented deployment process. Dependencies are updated regularly and monitored for known vulnerabilities.

Ability to restore availability and access

l. The database is backed up automatically by the database sub-processor on its standard policy: a snapshot every 6 hours kept for 7 days, a daily snapshot kept for 7 days, a weekly snapshot kept for 4 weeks, a monthly snapshot kept for 12 months and a yearly snapshot kept for 1 year. Uploaded files are stored with versioning and 99.999999999 % designed durability in Amazon S3.

m. Recovery objectives: data loss of at most 24 hours (RPO) and restoration of the Service within 24 hours of a declared disaster (RTO). Restoration from backup is tested at least once a year.

Regular testing, assessment and evaluation

n. Errors and performance are monitored around the clock with automated alerting; an automated nightly job checks the integrity of the knowledge base.

o. The data processor reviews its technical and organisational measures at least once a year and when the architecture or the sub-processors change, and records the outcome. The data processor arranges an independent vulnerability assessment or penetration test of the Service at least every 12 months, the first within 12 months of the Effective Date of the Customer Agreement, and remediates critical and high findings without undue delay.

p. The data processor maintains a written incident-response procedure, a register of personal data breaches and a register of processing activities.

Access to data online, transmission and storage

q. Sessions expire after one hour of inactivity; session cookies are marked secure and inaccessible to scripts. All administrative access to infrastructure is through the sub-processors' consoles and APIs over TLS with multi-factor authentication.

r. Data is stored only in the locations listed in C.5.

Physical security and remote working

s. The data processor has no server rooms of its own; physical security of all processing locations is provided by the sub-processors. The data processor's personnel work remotely on devices used only by them, with full-disk encryption, screen lock and automatic updates, and access customer data only over authenticated, encrypted connections.

Logging

t. The Service keeps an activity log per workspace of user actions (who, what, when, from which IP address and browser), an AI call log (what was asked, which model answered, how long it took, and, unless the data controller's administrator switches it off, the prompt and the reply) and a log of API calls through the Service's integration interface. These logs are available to the data controller's administrators in the product. Infrastructure and access logs are kept by the sub-processors. Logs are protected against alteration by ordinary users and retained as set out in C.4.

A fuller description of the measures is given in the document Responsemate – Security overview (technical and organisational measures), which the data processor keeps up to date and supplies on request.

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:

a. Data subject requests. The product lets the data controller's administrators themselves view, correct, export and delete user accounts and content, and search the knowledge base and questionnaires for a person's name, which will normally be sufficient to answer a request. Where that is not enough, the data processor shall on written request locate, extract, rectify, restrict or delete personal data about a named data subject across the workspace, its logs and its backups (where technically feasible) and confirm completion within 10 business days. The data processor shall forward to the data controller, without responding itself, any request it receives directly from a data subject concerning the data controller's data.

b. Personal data breaches. The data processor shall notify the data controller within the time limit in Clause 10.2 by e-mail and telephone to the contact point in Clause 15 and provide, as it becomes available: a description of the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, the measures taken or proposed, the name and contact details of the data processor's contact person, and a timeline of the incident. The data processor shall keep the data controller updated until the incident is closed and provide a written final report within 10 business days of closure.

c. Data protection impact assessments and prior consultation. The data processor shall provide the information about its processing, security measures and sub-processors that the data controller reasonably needs to carry out a data protection impact assessment of its use of the Service, and shall answer the data controller's reasonable supplementary questions.

d. Security. The data processor shall provide the information described in Clause 6.3 and C.2, including by completing the data controller's supplier security questionnaire once per calendar year free of charge.

Assistance under this appendix is included in the fees for the Service up to 8 hours per calendar year; assistance beyond that caused by the data controller's own requirements may be charged at the data processor's then-current hourly rate after prior written agreement.

C.4. Storage period/erasure procedures

Personal data is stored for the duration of the Customer Agreement and is deleted as follows:

a. User accounts: an account that the data controller's administrator deletes is removed from the active user list at once; its authorship references in the activity log are kept for the audit trail until the workspace is deleted.

b. Content: documents, files, questionnaires and answers that users delete are deleted from the Service at once; their copies leave the backups as the snapshots rotate (f). A knowledge-base Q&A entry deleted in the product can be restored for 30 days (Undo) and is then deleted for good by a nightly job. Superseded versions of a document are kept for as long as the current version exists, so that the data controller can trace what an answer was based on. Pending invitations expire automatically after 7 days. A voice recording a user dictates is transcribed and discarded at once; only the text is kept, in the AI call log while the data controller keeps prompts (c).

c. Logs and conversations: the workspace activity log, AI call log, API log and the assistant's conversation history are retained for the life of the workspace by default, so that the data controller has a complete audit trail. The data controller's administrator can instead choose a retention period in the Service (24 months, 12 months, 6 months or 90 days), after which older entries are deleted automatically every night; this choice is recorded in the activity log and counts as a documented instruction. Where the administrator has switched off the storing of prompts and replies, assistant conversations are deleted after one day. Read notifications are deleted after 90 days; comments live as long as the record they belong to.

d. Error monitoring: error events in Sentry are deleted after 90 days.

e. E-mail logs: delivery logs at the e-mail sub-processor are kept for at most 30 days.

f. Backups: deleted data disappears from the database backups as they rotate: from the 6-hourly, daily and weekly snapshots within 35 days of deletion, and from the monthly and yearly snapshots within 12 months of deletion.

Upon termination of the provision of personal data processing services, the data controller may for 30 days (the transition period) export its content through the Service's export functions (questionnaires to Excel or Word, knowledge base to Excel, uploaded files) or ask the data processor for a complete export in machine-readable form, which then stays available for a further 30 days (the retrieval period). After that period, or earlier on the data controller's written instruction, the data processor shall delete the workspace database, its file-storage bucket and its search index within 30 days and confirm the deletion in writing. Backup copies are overwritten within a further 35 days. The accounting records in Clause 11.2 are retained for the statutory period only. The switching procedure, the exportable data and their formats, and the statement of the jurisdictions whose law governs the infrastructure (Data Act, Articles 26 and 28) are published at responsemate.dk/legal/switching.

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:

a. The data processor's own personnel: remote working locations in Denmark.

b. DigitalOcean: EU/EEA, currently Amsterdam, the Netherlands.

c. MongoDB Atlas: EU/EEA, currently Stockholm, Sweden (AWS eu-north-1).

d. Amazon Web Services: Stockholm, Sweden (eu-north-1) and Dublin, Ireland (eu-west-1, OCR only).

e. OpenAI (fallback AI provider only): United States of America, transient processing of text and dictated audio, nothing stored (see C.6).

f. Scaleway: Paris, France.

g. Sentry: Frankfurt, Germany.

h. Cloudflare (DigitalOcean's content-delivery and TLS edge, in transit only): EU/EEA points of presence for visitors in the EU/EEA, currently Copenhagen; see Appendix B.

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

While the data controller has not connected an AI provider of its own, the data controller instructs the data processor to send knowledge-base excerpts, questionnaire text, user prompts and, when a user dictates to the assistant, the voice recording to OpenAI's API for the AI functions of the Service. OpenAI processes this data transiently in the United States of America and stores none of it beyond the abuse-monitoring window below; the data controller's content itself stays in the EU. The transfer tool is the EU–US Data Privacy Framework, under which OpenAI, L.L.C. is certified, supplemented by the Standard Contractual Clauses (Commission Decision (EU) 2021/914, module three, processor to processor) incorporated in the OpenAI Data Processing Addendum. OpenAI does not use API data to train its models and the Service instructs OpenAI not to retain requests beyond the time needed to produce the reply (abuse-monitoring logs of up to 30 days apply under OpenAI's API data-usage policy).

The data controller can switch off this transfer at any time by configuring the Service to use an AI provider of its own choice in the EU (for example Azure OpenAI or Mistral) with its own API key, in which case Appendix B is deemed amended accordingly. Voice recordings then go to that provider too, when it can transcribe speech; where it cannot (Anthropic, Amazon Bedrock), voice input is off until the data controller's administrator chooses a provider for it, and Appendix B is deemed amended for that flow as well. The data processor shall offer an EU-hosted default AI option when one of equivalent capability is available.

Remote access for support purposes by the US parent companies of the sub-processors in Appendix B is covered by the Standard Contractual Clauses in those sub-processors' Data Processing Addenda, and by the EU–US Data Privacy Framework where the sub-processor is certified.

If the data controller does not in the Clauses or subsequently provide documented instructions pertaining to the transfer of personal data to a third country, the data processor shall not be entitled within the framework of the Clauses to perform such 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 processor shall once a year, and in addition whenever the data controller has reasonable grounds to suspect non-compliance, make available to the data controller a written self-assessment of its compliance with the Clauses, the current security overview, the current sub-processor list with the sub-processors' audit reports or certificates, and answers to the data controller's supplier questionnaire. The data processor shall provide this within 15 business days of the request.

The data controller or the data controller's representative (who shall not be a competitor of the data processor and shall be bound by confidentiality) shall in addition have the right once per calendar year, on 30 days' written notice, to audit the data processor's compliance with the Clauses by reviewing documentation, interviewing the data processor's personnel by video call and inspecting the configuration of the Service and its sub-processor consoles by screen share. Because the data processor operates no physical server facilities of its own, physical inspection is limited to the sub-processors' published audit reports (C.8). Each party bears its own costs of such an audit. The data processor shall set aside the resources (mainly time) required for the data controller to be able to perform the audit, up to two business days per year free of charge; time beyond that caused by the data controller's own requirements may be charged at the data processor's then-current hourly rate after prior written agreement.

The data controller may in addition, once per calendar year and at its own expense, require the data processor to obtain within 90 days a report from an independent third party (an auditor or a security firm chosen by the data processor and reasonably acceptable to the data controller) on the data processor's compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses, with a scope agreed in writing beforehand. If the data processor obtains an independent auditor's report (ISAE 3000 or ISAE 3402 type II) or an ISO/IEC 27001 certificate covering the Service on its own initiative, it shall submit it to the data controller for information without undue delay, and the parties agree that such a report may be used in place of the audit described in the previous paragraph for the period it covers. The data controller may contest the scope and/or methodology of the report and may in such cases request a new audit/inspection under a revised scope and/or different methodology.

Based on the results of such an audit/inspection, the data controller may request further measures to be taken to ensure compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses.

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

The data processor shall once a year, at the data processor's expense, obtain the independent auditor's reports or certificates that each sub-processor in Appendix B publishes concerning its compliance with the GDPR and its information-security controls, review them for findings relevant to the Service, and record the review. The parties have agreed that the following types of report may be used in compliance with the Clauses: ISO/IEC 27001 and 27701 certificates, SOC 2 type II reports, ISAE 3000 and ISAE 3402 type II reports, C5 attestations and EU–US Data Privacy Framework certification records.

The data processor's review and, on request and under the sub-processor's confidentiality terms, the reports themselves shall without undue delay be submitted to the data controller for information. The data controller may contest the scope and/or methodology of a report and may in such cases request that the data processor obtain further documentation from the sub-processor or, where the sub-processor's terms allow, perform an inspection under a revised scope.

Based on the results of such a review, the data controller may request further measures to be taken to ensure compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses. The data processor's and the sub-processors' costs related to supervision of the sub-processors shall not concern the data controller.

Appendix D – The parties' terms of agreement on other subjects

D.1. Relationship to the Customer Agreement. These Clauses form part of the Customer Agreement between the parties for the Service. Terms used but not defined in the Clauses have the meaning given in the Customer Agreement.

D.2. Liability. Each party's liability under or in connection with the Clauses is subject to the limitations and exclusions of liability in the Customer Agreement, except that those limitations do not apply to the extent they would prevent a data subject from obtaining compensation under Article 82 GDPR. Where both parties are liable to a data subject under Article 82 GDPR, the party that has paid full compensation may claim back from the other party the part of the compensation corresponding to that party's part of the responsibility for the damage, in accordance with Article 82(5) GDPR. Administrative fines imposed on a party under Article 83 GDPR are borne by that party alone.

D.3. Confidentiality of the audit. Information the data controller obtains in an audit under Appendix C is confidential information of the data processor under the Customer Agreement and may be used only to assess the data processor's compliance and to meet the data controller's own legal and certification obligations.

D.4. Precedence. In case of conflict between the Clauses (including the appendices) and the Customer Agreement regarding the processing of personal data, the Clauses prevail.

D.5. Governing law and venue. The Clauses are governed by Danish law. Disputes are settled as set out in the Customer Agreement.

D.6. Language. The Clauses are made in English. The parties may agree a Danish translation; in case of discrepancy the English text prevails.