Our DPA describe how we process data on behalf of our customers when they pass information to us.
You can request a signed version by contacting us
Data processing agreement, version 3.1, 4. September 2023
Data processing agreement between the Customer (the “data controller”) and BetterNow (the “data processor”) (each a ‘party’; together ‘the parties’), in order to meet the requirements of the GDPR Article 28(3) of Regulation 2016/679) 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 of data
12. Audit and inspection
13. The parties’ agreement on other terms
14. Commencement and termination
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
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 services as described in the Service Agreement between the parties (the “PLA”), 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 State[1] 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 abovementioned 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 thirty (30) business 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.
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 of 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.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.
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 48 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:
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 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.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.
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.
1. The Clauses shall become effective when a service agreement has been accepted by both parties.
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.
This appendix is divided by the two main processing activities.
A.1 Processing of donation activities
A.1.1 The purpose of the data processor’s processing of personal data on behalf of the data controller is:
The purpose of the processing is to deliver the services in accordance with the Service Agreement.
A.1.2. The data processor’s processing of personal data on behalf of the data controller shall mainly pertain to (the nature of the processing):
Services delivered in accordance with the Service Agreement, which e.g., include collection, processing (including analysis), storage, structuring and making personal data available to the data controller as well as deleting personal data. Specific processing includes:
A.1.3. The processing includes the following types of personal data about data subjects:
The company processes a number of general information about the registered persons (Article 6 of the Data Protection Regulation), including:
A.1.4. Processing includes the following categories of data subjects:
The data subjects for this processing activity are anyone who donates to the data controller through the platform provided by the data processor, no matter where on the platform the donation is.
A.1.5. 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:
These Clauses shall be effective for the duration of the provision of the services in accordance with the Service Agreement and shall terminate automatically when the data processor no longer processes personal data on behalf of the data controller as part of the services.
A.2 Processing of all other user activities
A.2.1 The purpose of the data processor’s processing of personal data on behalf of the data controller is:
The purpose of the processing is to deliver the services in accordance with the Service Agreement.
A.2.2. The data processor’s processing of personal data on behalf of the data controller shall mainly pertain to (the nature of the processing):
Services delivered in accordance with the Service Agreement, which e.g., include collection, processing (including analysis), storage, structuring and making personal data available to the data controller as well as deleting personal data. Specific processing includes:
A.2.3. The processing includes the following types of personal data about data subjects:
The data processor shall process the types of personal data that the data controller directly or indirectly gives the data processor access to.
The data processor will only process ‘ordinary’ personal data covered by Article 6 of the GDPR. If ‘sensitive’ data, as described in Article 9 of the GDPR, is to be processed, then the processor must be notified immediately, and a new DPA should be entered.
A.2.4. Processing includes the following categories of data subjects:
The data subjects for this processing activity are anyone who creates a user to either create a fundraising page or create a team, no matter if they are successful in doing.
A.2.5. 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:
These Clauses shall be effective for the duration of the provision of the services in accordance with the Service Agreement and shall terminate automatically when the data processor no longer processes personal data on behalf of the data controller as part of the services.
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 processor’s prior notification to the data controller – to engage a sub-processor for ‘different’ processing than the one which has been agreed upon or have another sub-processor perform the described processing.
Use of sub-processors supplying on standard terms
Regardless of Clause 7, it is emphasized that the data processor uses sub-processors who provide services on its own terms and to which the data processor cannot deviate. The data controller agrees that the following sub-processors standard terms for such processing will apply, including in relation to requirements for audit, control, documentation and responsibility.
The standard terms will be forwarded to the data controller on request.
B.2. Prior notice for the authorisation of sub-processors: The data processor has the data controller’s general authorisation for sub-processor engagement, cf. clause 7.3.
If the data controller has any objections to the application of a sub-processor, the data controller shall notify the data processor thereof without undue delay before such change is to take effect, as described in Appendix B.2. The data controller may only object to such changes if the data controller has reasonable and specific grounds for such objection.
In case of the data controller's objection, the data controller furthermore accepts that the data processor may be prevented from providing all or parts of the agreed services according to the Service Agreement. Such non-performance cannot be considered as breach of contract. The data processor will maintain its claim for payment for such service, regardless of whether the service can be provided to the data controller. However, the data controller may terminate the Service Agreement with a 30 days’ written notice to the end of a month with respect to those aspects of the service that cannot be provided without the use of the sub-processor. Any prepaid payments covering the remainder of the term of the Service Agreement following the expiry of the termination period will be refunded to the data controller. The data controller may furthermore terminate the entire Service Agreement with a 30 days’ written notice to the end of the month if the data processor is prevented from providing all of the agreed services in accordance with the Service Agreement. Any prepaid payments following the expiry of the termination period will be refunded to the data controller.
B.3 Beneficiary third party in connection to sub-processors
The parties have agreed that Clause 7.6 of the Clauses (as mentioned below) shall not apply between the parties:
“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.”
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 services as specified in the Service Agreement.
C.2. Security of processing
The level of security shall take into account that the processing only involves personal data which is subject to Article 6 of the GDPR.
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 upon with the data controller:
Product security
Permissions and access
The data processor has global access roles in place which allow the data processor’s admins to set role-based permission levels for each user account.
No passwords
We use login links sent to the user's email for login. These links are valid for an short period of time only. The security relies on the users' existing security for their email inbox instead of adding a second login. MFA is required for our employees on all systems and our customers' administration-level users.
Account verification for users
All users are required to validate their accounts via a link provided in an automated email.
Guards against attacks
We run a proxy in front of that application that blocks many classes of attacks. In addition, we rate-limit all requests and rate limit e.g. sign-in and password change endpoints with an even lower rate to guard against credential-stuffing attacks.
Permanent deletion
Users can delete fundraising pages from the self-service platform if they have the appropriate access rights. The self-service platform has all features necessary for users to delete data and be compliant with GDPR.
Personal data storage
All personal data is stored in the EU region.
High availability
We ensure high availability with automated and manual testing, production monitoring, logging and alerts, fast continuous deployments, and industry-standard cloud infrastructure.
Account verification for users
All users are required to validate their accounts via a link provided in an automated email.
Guards against attacks
The data processor runs a proxy in front of that application that blocks many classes of attacks. In addition, we rate-limit all requests and rate limit e.g. sign-in and password change endpoints with an even lower rate to guard against credential-stuffing attacks.
Permanent deletion
Users can delete fundraising pages from the self-service platform if they have the appropriate access rights. The self-service platform has all features necessary for users to delete data and be compliant with GDPR.
Personal data storage
All personal data is stored in the EU region.
High availability
The data processor ensures high availability with automated and manual testing, production monitoring, logging and alerts, fast continuous deployments, and industry-standard cloud infrastructure.
Infrastructure security
Hosting and storage of personal data
The data processor’s services and data are hosted in Amazon Web Services facilities in the EU (EU-west-1).
Encryption of personal data
Personal data is encrypted while moving between the data processor and the browser with Transport Level Security (TLS).
Vulnerability scanning and production patching
The data processor scan dependencies for known vulnerabilities multiple times daily (with every change to the application. In addition, the data processor upgrades all dependencies for non-security issues once a day. The data processor writes and maintains automated tests for security issues such as SQL injection, cross-site scripting, etc.
Critical and High patches are incorporated and tested as soon as the data processor is aware of them, including on evenings and weekends. Lower criticality patches are applied and tested on weekdays.
It is the hosting provider that manages OS updates for infrastructure and patches/updates are applied daily.
Backup and logging policy
The data processor’s backup processes ensure data and information consistency with the highest standards.
The data processor uses Heroku for the backup of datastores that contain personal data processed on behalf of the data controller. Data is backed up continuously and in addition, off-site back-ups are done daily.
On an application level, the data processor stores logs for activity on a centralised log solution.
Incident response
We transparently update our customers during incidents via our status website and directly via our support system. We follow GDPR rules for notice times in case of incidents. The Danish 'Datatilsynet' will be notified latest after 72 hours and data controllers will be notified as soon as possible after the first initial assessment has been made.
Monitoring, logging and audit trail
The data processor logs every user action performed in the system with a full audit trail. All logs are sent to a centralized log management solution where we have configured anomaly detection and alerting.
Continuous delivery
The data processor has a state-of-the-art agile software development lifecycle methodology and change management procedures. The data processor’s deployment method requires no downtime for the application.
Compliance
VSA
The data processor has completed the Vendor Security Alliance (VSA) Core self-assessment questionnaire, which is available on request.
GDPR ready
GDPR is baked into the data processor’s business processes, security policies and employee training. GDPR check is part of the data processor’s risk assessment and internal audit.
Personnel
Role-based access
The data processor’s employees’ levels of access are determined by the role and follows the least-privilege principle.
Secure access
The data processor uses SSO (single sign-on), enforced password policy and VPN (virtual private networks) to ensure employees have secure access to the system.
Multi-factor authentication
The data processor enforces multi-factor authentication for all privileged access and on all critical systems.
Security on employees’ devices
All employees’ devices are required to be set up with full disk encryption, mandatory MF, and to have inbound & outbound firewalls in place. All devices have the strictest possible Autolock settings in place. All employees do daily OS and web browser updates.
Confidentiality
All employee and contractor agreements include a confidentiality clause.
Vendors
Vendor selection
All the data processor’s vendors offer industry-leading products and go through a security evaluation to ensure their practices fit our security and compliance standards.
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 such technical and organisational measures, which may contribute to the data controller's ability to respond to requests for the exercise of the rights of data subjects.
The data processor shall forward requests from data subjects on the exercise of their rights under Chapter III of the GDPR without undue delay to the data controller for the accommodation of the request unless otherwise specifically requested by the data controller.
C.4. Storage period/erasure procedures
Upon termination of the provision of personal data processing services, the data processor shall delete 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 without the data controller’s prior written authorisation, be performed at other locations than the locations stated in section B.1 above.
Upon request, the data processor shall provide the data controller with documentation pertaining to the processing facilities, data centers etc. used by the data processor’s sub-processors.
C.6. Instruction on the transfer of personal data to third countries
The data processor is only allowed to transfer personal data to a country outside the European Union or EEA (a “Third Country”) or an international organization located in a Third Country as further specified below.
General approval of transfer of personal data to secure Third Countries:
With the Clauses, the data controller provides a general and prior approval (instruction) for the data processor to transfer personal data to Third Countries if the European Commission has determined that the Third Country/the relevant area/the relevant sector has a sufficient level of protection.
Approval of transfer to specific recipients of personal data in Third Countries subject to appropriate safeguards:
The data controller instructs the data processor to transfer personal data to Third Countries when necessary in order for the data processor to deliver the service in accordance with the Service Agreement, including by using the listed sub-processors transferring personal data to Third Countries as described in Appendix B. Furthermore, the data processor shall be entitled to transfer personal data to Third Countries if the data controller’s acts result in such a transfer.
The data processor is only allowed to transfer data to a Third Country if the data processor, prior to the transfer, has secured the adequate safeguards to ensure compliance with applicable the General Data Protection Regulation.
If the Standard Contractual Clauses are used as a transfer basis, the data processor will be considered as the “data exporter” as stated in the Standard Contractual Clauses Module 3.
The content of these Clauses shall not be deemed to change the content of such safeguards, incl. the European Commission’s Standard Contractual Clauses. 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
Self-assessments and surveys:
The data processor shall once a year at the data processor’s own expense complete a self-assessment based on a questionnaire from an independent third party concerning the data processor's compliance with the GDPR, the applicable EU or Member State data protection provisions and the Clauses.
The parties have agreed that the following types of self-assessments may be used in compliance with the Clauses:
The self-assessment shall without undue delay be submitted to the data controller for information. The data controller may contest the scope and/or methodology of the self-assessment and may in such cases request a new self-assessment under a revised scope and/or different methodology.
Furthermore, the data processor is obliged to answer a GDPR-survey issued by the data controller, if any, every 12 months with the aim of collecting information related to the data processor’s compliance with the Clauses. The GDPR-survey shall not take more than 5 hours to complete. With specific reference to this prerequisite the data processor shall without additional payment be under obligation to set aside the resources (time) required for answering the survey.
Written inspection and physical inspection
The data controller may choose to carry out an inspection either as a written inspection or as a physical inspection. The inspection may be carried out by the data controller and/or in cooperation with a third party. The data processor shall, without additional payment be under obligation to set aside the resources (mainly time) required for the data controller to be able to perform the inspection.
Based on the results of the self-assessment and/or 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
All the data processor’s sub-processors offer industry-leading products and go through a security evaluation to ensure their practices fit our security and compliance standards. The data processor regularly audits its sub-processors using a risk-based approach based on the best practices for such audits generally applied from time to time. Such may include a review of audit reports, the use of questionnaires and other appropriate means. The data processor has employed a third party (Openli) to help with the ongoing audit of sub-processors, ensuring that always up to date information is kept on each sub-processor together with their latest certificates and audits.
More details on data processors' sub-processors compliance can be found in the privacy profile of the data processor at Openli: https://openli.com/privacy/betternow
D.1 Compensation to the data processor
The data processor shall receive compensation for its services, which will usually be in the nature of consulting services. This includes the data processor’s changes to its processing activities, including security measures, prompted by the data controller, unless such changes are reasonably required by applicable law. Furthermore, the data processor is similarly entitled to receive compensation for time spent assisting the data controller pursuant to Clauses 9.1 and 9.2 c).
The compensation to the data processor shall be payable by the hour and based on the data processor’s standard hourly rates at the time for providing assistance to the data controller. However, the data processor’s assistance shall not be payable insofar as the data processor’s assistance to the data controller has been made necessary by the data processor’s lack of compliance with these Clauses or the GDPR.
D.2 Liability
The parties shall not be liable for any indirect losses caused by a lack of compliance with these Clauses, the GDPR or other applicable data protection provisions. Indirect losses shall include, e.g. loss of profit, operating losses, business interruptions, customer losses, loss of goodwill etc. This limitation of liability shall not apply if the actionable conduct was due to gross negligence or intent of the liable party.
The data processor shall not be liable for any losses arising out of the data controller’s misuse or other unfit use of the Platform provided. The data processor shall in any case not be liable for losses exceeding the amount paid by the data controller to the data processor under the Service Agreement in the prior 12 months leading up to the actionable conduct. If the parties’ contractual terms have not lasted for 12 months at the time of the actionable conduct, the loss shall be calculated proportionately.
Insofar as the processing instructions given by the data controller to the data processor are unlawful subject to applicable law imposed on the data controller or the data processor, this shall constitute an actionable conduct by the data controller. The limitation of liability set out above shall not apply, and the data controller shall remain fully liable to the data processor for any losses incurred in this regard.
D.3 Choice of venue and law
These Clauses shall be governed by the laws of Denmark.
Any dispute arising out of or in connection with these Clauses, including any disputes regarding existence, validity or termination, shall be submitted to the City Court in Copenhagen if the dispute cannot be solved by good faith negotiation between the parties.
