ROI of Employee Engagement - The Executive Study
between
The Data Controller
the Customer as defined in the License Agreement
and
The Data Processor
Name: Kahoot! Denmark Aps
CVR: 32932770
Address: Vesterbrogade 1L, 7
Postal & 1620
City: København V
Country: Denmark
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 Actimo, 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.
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 State1 data protection provisions and the Clauses.
2. The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.
3. The data controller shall be responsible, among other, for ensuring that the processing of personal data, which the data processor is instructed to perform, has a legal basis.
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.
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 above mentioned confidentiality.
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:
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.
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 1 month in advance, thereby giving the data controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). Longer time period 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.
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:
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.5.
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.
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:
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:
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.
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 controller 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:
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.
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, upon request, certify to the data controller that it has done so unless Union or Member State law requires storage of the personal data.
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.6. and C.7.
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.
1. 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.
1. The Clauses shall become effective on the date of both parties’ signature of the License Agreement.
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.
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
Data Controller contact point: the Customer email referenced in the License Agreement as the Email for legal notices.
Data Processor contact point: questions or notices under this agreement to the Processor shall be sent to the Kahoot! Legal Department at [email protected].
A.1 The purpose of the data processor’s processing of personal data on behalf of the data controller is:
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):
A.3 The processing includes the following types of personal data about data subjects:
A.4 Processing includes the following categories of data subject:
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:
B.1 Approved sub-processors
| Name of service | Personal data hosting location* | Purpose of processing | Sub-processor company and address |
|---|---|---|---|
| Amazon Web Services EC2 (AWS) | Hosting in the EU. See list of sub-processors here. | Hosting environment & email service provider | Amazon Web Services EMEA SARL, |
| Google Firebase | Hosting in the EU. See list of sub- processors here. | Native app push | Google Commerce Limited, Gordon House, Barrow Street, Dublin 4, Ireland |
| LinkMobility** | Hosting in the EU. See list of sub-processors here. | SMS gateway | Link Mobility A/S, Ørestads Boulevard 108, 4. 2300 København S, Denmark |
| Vonage** (previously called Nexmo) | Hosting in the EU. See list of sub-processors here, section c) SMS API. | MS gateway | Vonage B.V., |
| Sinch** | Hosting in the EU. See list of sub-processors here. | SMS gateway | Sinch UK Ltd., Cap House, 9-12 Long Lane, Barbican, London, EC1A 9HA |
| Twilio** (previously called Sendgrid) | Hosting in the USA. See list of sub-processors here. | Email service provider | Twilio Ireland Limited, 3 Dublin Landings, North Wall Quay, Dublin 1, Ireland |
| CometChat | Hosting in the EU. See list of sub-processors here. | Actimo Chat service | CometChat Inc., 1002 Walnut St, Suite 200, Boulder, CO 80302, USA |
| Brightcove Zencoder | Hosting in the EU. See list of sub-processors here. | Video transcoding | Brightcove Inc., 290 Congress Street, 4th Floor Boston, MA 02210, USA |
| Relatel | Hosting in the EU. See list of sub-processors here. | Softphone for support calls | Relatel A/S, Teglværksgade 18, 2100 København Ø |
| Intercom | Hosting in the EU. See list of sub-processors here. | Chat system for support available to admins. | Intercom R&D Unlimited Company,2nd Floor Stephen Court 18-21 St. Stephen’s Green Dublin, 2 Ireland |
| Kahoot! AS and Kahoot! subsidiaries | Hosting in the EU. | Support purposes. Actimo is part of the Kahoot! group. | Kahoot! AS, Fridtjof Nansens plass 7, 0160 Oslo, Norway |
* For a complete overview of personal data processing locations, international transfers and which sub-processor our sub-processors use, please review the links listed below.
** These are opt-in services. In the case of LinkMobility, Vonage and Sinch, these are three alternative SMS providers, the Controller can choose which to use. Vonage is the default SMS provider, but the Controller may choose LinkMobility or Sinch instead. Twilio is an opt-in email service provider that can be chosen by the Controller instead of the standard AWS sub-processor for email services.
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 subprocessor 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 has the data controller’s general consent for the engagement of sub-processors. The data processor shall, however, inform the data controller of any planned changes with regard to additions to or replacement of other data processors and thereby give the data controller the opportunity to object to such changes. Such notification shall be submitted to the data controller a minimum of 1 month prior to the engagement of sub-processors or amendments coming into force. If the data controller should object to the changes, the data controller shall notify the data processor of this within 2 weeks of receipt of the notification. The data controller shall only object if the data controller has reasonable and specific grounds for such refusal.
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:
C.2 Security of processing
The level of security shall take into account:
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 (on the basis of the risk assessment that the data controller has performed):
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:
C.4 Storage period/erasure procedures
Personal data is stored with the data processor until the data controller requests that the data is erased or returned.
C.5 Instruction for or approval of the transfer of personal data to third countries
Disclosure, transfer of personal data or access to personal data from countries located outside Member State (“third country”) may only occur in case of prior written approval from the data controller and is subject to EUs standard contractual clauses.
The data processor shall provide reasonable assistance and documentation to be used in data controller’s independent risk assessment in relation to the transfer of personal data to a third country.
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.6 Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor
The data controller or the data controller’s representative shall once a year perform a physical inspection of the places, where the processing of personal data is carried out by the data processor, including physical facilities as well as systems used for and related to the processing to ascertain the data processor’s compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses.
In addition to the planned inspection, the data controller may perform an inspection of the data processor when the data controller deems it required.
The data controller’s costs, if applicable, relating to physical inspection shall be defrayed by the data controller. The data processor shall, however, be under obligation to set aside the resources (mainly time) required for the data controller to be able to perform the inspection. The compensation to the data processor is agreed in Appendix D.1.
C.7 Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors
The data processor or the data processor’s representative shall once a year perform an inspection of systems used for and related to the processing to ascertain the sub-processor’s compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses.
Documentation for such inspections shall without undue delay be submitted to the data controller for information. The data controller may contest the scope and/or methodology of the report and may in such cases request a new inspection under a revised scope and/or different methodology.
Based on the results of such an 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 Actimo Communications SL
The data processor has a fully owned subsidiary in Barcelona, Spain. Employees of this company have the same rights and obligations as employees of the data processor.
Actimo Communications SL, CIF: B67108076
D.1 Remuneration of audits initiated by the data controller
The data controller shall bear any costs related to audits initiated by the data controller or accrued in relation to audits of the data controller, including compensation to the data processor for reasonable time spent by it and its employees complying with on premises audits. The hourly rate is 1.250 DKK excluding VAT. The data processor shall nevertheless bear such hourly costs if an audit reveals non-compliance with the Clauses.
🇩🇰 Denmark
Vesterbrogade 1 L, 7.
1620 Copenhagen V
Denmark
+45 38 41 47 00
🇪🇸 Spain
Casa les Punxes
Avinguda Diagonal, 420,
08037 Barcelona
+45 38 41 47 00
ROI of Employee Engagement - The Executive Study
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