Data Processing Agreement

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 Hecta, 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.
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.

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:

   1. Pseudonymisation and encryption of personal data;
   2. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
   3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
   4. 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. 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:

   1. transfer personal data to a data controller or a data processor in a third country or in an international organization
   2. transfer the processing of personal data to a sub-processor in a third country
   3. 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:

   1. the right to be informed when collecting personal data from the data subject
   2. the right to be informed when personal data have not been obtained from the data subject
   3. the right of access by the data subject
   4. the right to rectification
   5. the right to erasure ('the right to be forgotten')
   6. the right to restriction of processing
   7. notification obligation regarding rectification or erasure of personal data or restriction of processing
   8. the right to data portability
   9. the right to object
   10. 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:

   1. The data controller's obligation to without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the competent supervisory authority, Datatilsynet, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
   2. 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;
   3. 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);
   4. the data controller's obligation to consult the competent supervisory authority, Datatilsynet, prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the data controller to mitigate the risk.
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:

   1. 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;
   2. the likely consequences of the personal data breach;
   3. 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

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.

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

The parties may agree other clauses concerning the provision of the personal data processing service specifying e.g. liability, as long as they do not contradict directly or indirectly the Clauses or prejudice the fundamental rights or freedoms of the data subject and the protection afforded by the GDPR.

14. Commencement and termination

1. The Clauses shall become effective on the date of both parties' signature of the applicable order form.
2. Both parties shall be entitled to require the Clauses renegotiated if changes to the law or inexpediency of the Clauses should give rise to such renegotiation.
3. The Clauses shall apply for the duration of the provision of personal data processing services. For the duration of the provision of personal data processing services, the Clauses cannot be terminated unless other Clauses governing the provision of personal data processing services have been agreed between the parties.
4. If the provision of personal data processing services is terminated, and the personal data is deleted or returned to the data controller pursuant to Clause 11.1. and Appendix C.4., the Clauses may be terminated by written notice by either party.

15. Data controller and data processor contacts/contact points

1. The parties may contact each other using the 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:

Personal data relating to the data controller and its team members, partners and other parties involved in public procurement processes is processed by Hecta for the purposes of facilitating the data controller's work with public procurements, managing its subscription to the platform provided by the data processor, and maintaining the data controller's relationship with Hecta.

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):

The nature of the processing includes storage, organisation, and erasure or destruction of personal data as necessary to operate and provide the data processor's platform according to the data controller's instructions.

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

The data controller may submit personal data on the Hecta platform, the type and extent of which is determined and controlled by the data controller in its sole discretion.

Personal data relating to the data controller's end-users using the Hecta platform: name, email address, telephone number, login history, role title, IP-address & location, device operating system, web browser

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

The categories of data subjects relating to the personal data that will be processed by the data processor are dependent on the data controller, and may include, but are not limited to, any of the following categories:

• employees, agents, advisors, and freelancers of the data controller;
• prospects, customers, business partners, and vendors of the data controller;
• employees or contact persons of the data controller's prospects, customers, business partners, and vendors; and
• any other third-party individual about whom the data controller decides to upload personal data about through the Hecta platform.

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:

For the duration of the service agreement, or unless other specified therein.

Appendix B – Authorised sub-processors

B.1. Approved sub-processors

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

The data controller shall on the commencement of the Clauses authorise the use of the abovementioned sub-processors for the processing described for that party. The data processor shall 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 may substitute or add a data sub-processor to the above list of authorised sub-processors to provide its services to the data controller by giving at least 30 days prior written notice hereof to allow sufficient time for the data controller to object to such changes.

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:

The Data Processor may only process and store the personal data with the purpose of, and to the extent it is necessary for, provision and delivery of the contracted services as described in the Agreement and within the specifications described in this Data Processing Agreement.

C.2. Security of processing

The level of security shall take into account:

The data processor agrees that it shall take all reasonably necessary steps and security precautions in accordance with commercially reasonable industry standards to minimize the risk of unauthorized access to, or sabotage of, the data controller's information and personal data that is provided to the data processor to perform the services.

Starting in April 2026, the data processor will maintain and keep updated an IT security policy aligned to ISO/IEC 27001:2022 that contains procedures designed to protect the security of the data controller's information and personal data in electronic form while under data Processor's possession, custody or control, that cover the areas below:

Physical security

1. Physical and environmental security processes and procedures must be in place for facilities with access to, or storage of confidential information.
2. Personnel should be granted access to areas of the facility based on the principle of least privilege.
3. The data processor's owned devices (including PCs, servers, etc.) are secured behind locked doors.
4. The data processor's office space is locked outside of office hours and when unattended.

Organizational security

1. All the data processor's employees undergo mandatory annual GDPR and security training.
2. Employee access to personal data is based on the principle of least privilege.
3. All employees of the data processor are subject to confidentiality obligations that apply to all processing of personal data.
4. The data processor has formal, comprehensive business resiliency plans for timely and sustainable recovery.
5. The data processor performs a Business Impact Assessment (BIA) to determine process criticality and define Recovery Time Objective (RTO).
6. The data processor has recovery strategies in place for various disruption scenarios to meet RTO and service level expectations.
7. The data processor has an IT security policy.

Personal data protection

1. The data processor adheres to data minimization principles by processing only the necessary personal data for the specified purposes.
2. Personal data is processed lawfully, fairly, and transparently in accordance with applicable data protection laws and regulations.
3. Personal data is encrypted both in transit and at rest to protect against unauthorized access.
4. Secure deletion procedures are established for permanently deleting personal data when it is no longer needed or upon the data controller's request.
5. There is a procedure in place for cooperating with the data controller and relevant authorities in managing and mitigating the effects of a data breach.

Access to and protection of IT systems

1. Logical access control is used with username and password, or other unique authorization (such as multifactor authentication).
2. Logical access policies and procedures are documented and support role-based, "need-to-know" access based on the principle of least privilege and ensure segregation of duties during the approval and provisioning process.
3. Unauthorized or repeated failed login attempts are logged and controlled.
4. The data processor uses anti-virus and anti-malware programs that are updated regularly and monitored daily.
5. The data processor requires employees to use individual passwords.
6. The data processor's computers have automatic access protection during inactivity (such as locked screen savers).
7. There are procedures for revoking permissions when an employee stops or switches department.
8. There are procedures for granting authorizations to IT systems when hiring new employees.

Encryption

1. Passwords stored on the data processor's computers and devices are encrypted.
2. The data processor's network is encrypted.
3. The data processor's websites and web forms use SSL certificates/HTTPS (Hyper Text Transfer Protocol Secure).
4. Content on external hard drives and USB keys, etc. is encrypted when such media contain personal or sensitive personal information.

Security monitoring, incident management, and vulnerability management

1. The data processor continuously monitors security to detect and respond to security threats, vulnerabilities, and unauthorized activities.
2. The data processor has defined incident response procedures, including roles, responsibilities, and escalation paths for addressing security incidents.
3. The data processor ensures compliance with regulatory requirements related to security incident reporting and notification.
4. The data processor has established communication protocols for notifying relevant stakeholders and authorities in the event of a security incident.
5. The data processor prioritizes and classifies vulnerabilities based on their severity and potential impact.
6. The data processor implements controls to mitigate and manage vulnerabilities that cannot be immediately remediated.

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:

Internal organisation

1. In the context of its assistance to the data controller, the data processor shall establish an internal organisation responsible for ensuring that the data processor complies with its obligations to the data controller.
2. The data processor has named a contact person or facility to respond to requests from the data controller.

Data subject requests

1. The data processor shall, without undue delay, after having been made aware of it, inform the data controller of any request addressed to the data processor by a data subject to exercise his or her rights under Applicable Law related to the data processor's processing activities on behalf of the data controller.
2. The data processor shall, at the request of the data controller, and to the extent the data controller itself cannot comply with data subject requests by the tools available in the Services, reasonably assist in fulfilling the data controller's obligations.

Notification of data breach

1. The assistance of the data processor in relation to the obligations – if any - of the data controller under Applicable Law shall be provided by the data processor providing the information referred to in Clause 9.3 to the data controller within the time limit referred to in Clause 9.2.
2. The data processor shall subsequently assist the data controller by providing to the data controller, at the data controller's request, the information necessary for the data controller to notify the competent supervisory authority of a personal data breach or necessary for the data controller to notify the data subject.

C.4. Storage period/erasure procedures

The data controller may at any time and in its own discretion delete data which the data controller has transmitted to the data processor. The data processor may delete data as set out in the Agreement.

Upon termination of the provision of personal data processing services, the data processor shall either delete or return the personal data in accordance with Clause 11.1., unless the data controller – after the signature of the contract – has modified the data controller's original choice. Such modification shall be documented and kept in writing, including electronically, in connection with the Clauses.

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:

• The premises of the data processor
• The premises of any approved sub-processor as set out in Appendix B

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

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 Processor shall, upon the Controller's written request, document to the Controller that the Processor complies with its obligations under these Clauses and the Instruction, and with the relevant articles in the GDPR in regard to the personal data being processed on behalf of the Controller. The Processor's documentation shall be sent to the Controller within a reasonable time after receiving the request.

The Processor will use independent auditors to produce an annual audit of ISO/IEC 27001:2022. Starting in April 2026, the most recent report will be made available to the Controller upon reasonable written request. Such reports are intended to provide primary assurance of the processor's controls and will normally satisfy the controller's audit requirements.

Audit and Inspection Rights

If the controller requires additional assurance beyond the report described above, the controller may request an on-site inspection of facilities or systems used for the processing of personal data. Any such inspection will be limited to information relevant to the processing activities and will be subject to the processor's security, confidentiality, and health & safety requirements.

Planning and Conditions

Audits or inspections must be scheduled with reasonable advance notice and conducted during normal business hours. The parties will agree in writing on the scope, timing, duration, and applicable safeguards (including security and confidentiality measures) before any audit begins. Audits will be limited to once per year unless required by applicable law or in response to a substantiated security incident.

Third-Party Auditors

If the controller appoints a third-party auditor, the processor may reasonably object to any auditor who is not suitably qualified, independent, or who presents a competitive or other material risk. In such cases the controller will either appoint another acceptable auditor or conduct the audit itself. All auditors must be bound by appropriate confidentiality obligations.

Sub-Processors

Where sub-processors make security audit reports, certifications, or declarations available, the controller may request access to those materials as the primary method of assurance. The controller accepts that audits of sub-processors will generally be limited to a review of such available documentation and subject to any standard terms of the sub-processor. If the controller requests any additional measures or access beyond what sub-processors customarily provide, any related fees or costs (including those charged by the sub-processors) will be borne by the controller. The processor will provide a good-faith estimate of such costs in advance.

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

The data processing agreement does not regulate other matters.