Data Processing Agreement

This Data Processing Agreement ("Agreement") constitutes part of the Purchasing Agreement between Knips as the provider, and the Buyer as the consumer of Knips' services.

In this document the following definitions apply:

"Data controller" refers to the Buyer as per the Purchasing agreement

"Data processor" refers to Knips AS, company registration number 826 571 802, Dronningens gate 10, 1530 Moss, Norway

Each a "party", together "the Parties"

The parties agree on the following Contractual Clauses (the Clauses) in order to meet the requirements of the GDPR and to ensure the protection of the rights of the data subject.

1. Preamble

These Clauses set out the rights and obligations of the data controller and the data processor, when processing personal data on behalf of the data controller.

The Clauses have been designed to ensure the parties' compliance with Article 28(3) of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

In the context of the provision of Knips' services, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.

The Clauses shall take priority over any similar provisions contained in other agreements between the parties. The Clauses replace any earlier data processing agreement between the parties.

Three appendices are attached to the Clauses and form an integral part of the Clauses. 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. Appendix B contains the data controller's conditions for the data processor's use of sub-processors and a list of sub-processors authorized by the data controller. Appendix C contains the data controller's instructions with regards to the processing of personal data, the minimum security measures to be implemented by the data processor and how audits of the data processor and any sub-processors are to be performed.

Certain functions described in Appendix A and Appendix C are optional features. They form part of the processing only where the data controller has activated the function.

2. The rights and obligations of the data controller

The data controller is responsible for ensuring that the processing of personal data takes place in compliance with the GDPR (see Article 24 GDPR), the applicable EU or Member State data protection provisions and the Clauses.

The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.

The data controller shall be responsible, among other, for ensuring that the processing of personal data, which the data processor is instructed to perform, has a legal basis.

3. The data processor acts according to instructions

The data processor shall process personal data only on documented instructions from the data controller, unless required to do so under EU or Member State law to which the data processor is subject. Such instructions shall be specified in appendices A and C. Subsequent instructions shall be documented in writing.

The data processor shall immediately inform the data controller if instructions given by the data controller, in the opinion of the data processor, contravene the GDPR or the applicable EU or Member State data protection provisions.

4. Confidentiality

The data processor shall only grant access to the personal data being processed on behalf of the data controller to persons under the data processor's authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need to know basis.

The list of persons with access is reviewed on an ongoing basis, and access is withdrawn once it is no longer necessary.

The data processor shall at the request of the data controller demonstrate that the concerned persons under the data processor's authority are subject to the abovementioned confidentiality.

5. Security of processing

Pursuant to Article 32 the data controller and data processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

The data controller and data processor are independently responsible for evaluating risks in the processing and implement measures to mitigate these risks.

Furthermore, the data processor shall assist the data controller in ensuring compliance with the data controller's obligations pursuant to Articles 32 GDPR, by inter alia providing the data controller with information concerning the technical and organizational 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.

6. Use of sub-processors

The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor).

The data processor has the data controller's general authorisation for the engagement of sub-processors. The list of sub-processors already authorized by the data controller by signing the Purchasing agreement and/or agreeing to the Terms and Conditions can be found in Appendix B.

The data processor is obligated to:

• Maintain an updated list of sub-processors made available on www.knips.com or a future website used by the data processor.
• Inform the data controller of changes to sub-processors with at least 30 days notice (excluding force majeure circumstances where 30 days notice cannot be fulfilled) by use of the data processor's ordinary communication channels, like email.
• Make available a copy of the data processing agreement between the data processor and the sub-processors to the data controller when asked to do so.
• Impose on each sub-processor the same obligations as those set out in the Clauses. The data processor remains fully liable to the data controller for the performance of each sub-processor.

The data controller can rightfully oppose new sub-processors on grounds such as data protection. In these instances the parties shall try to agree on an alternative solution. If there is no commonly accepted alternative and the data processor decides to employ the services of the contested sub-processor the data controller is free to terminate the agreement with 30 days notice. Such a termination does not equal a breach of contract.

7. Transfer of data to third countries or international organizations

Any transfer of personal data to third countries or international organizations 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.

The data controller's authorization of the sub-processors listed in Appendix B constitutes such documented instructions for the processing described there, on the transfer basis stated for each sub-processor.

All storage, backup, logging and ordinary processing takes place within the EU/EEA, and the data processor does not itself transfer personal data outside the EU/EEA. Google and Twilio have US parent companies, and their support functions outside the EEA may exceptionally be granted remote access to data held in the EU during escalated troubleshooting or a security investigation. The transfer basis for such access is stated for each sub-processor in Appendix B.

In case transfers to third countries or international organizations, 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.

8. Assistance to the data controller

The data processor shall assist the data controller by appropriate technical and organizational measures, insofar as this is possible, in the fulfillment of the data controller's obligations to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR. This entails that the data processor shall, insofar as this is possible, assist the data controller in the data controller's compliance with:

• the right to be informed when collecting personal data from the data subject
• the right to be informed when personal data have not been obtained from the data subject
• the right of access by the data subject
• the right to rectification
• the right to erasure ('the right to be forgotten')
• the right to restriction of processing
• notification obligation regarding rectification or erasure of personal data or restriction of processing
• the right to data portability
• the right to object
• the right not to be subject to a decision based solely on automated processing, including profiling

In addition to the data processor's obligation to assist the data controller pursuant to Clause 8.1., the data processor shall furthermore, taking into account the nature of the processing and the information available to the data processor, assist the data controller in ensuring compliance with:

• The data controller's obligation to 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, the Norwegian Data Protection Authority, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
• the data controller's obligation to without undue delay communicate the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons;
• the data controller's obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a data protection impact assessment);
• the data controller's obligation to consult the competent supervisory authority, the Norwegian Data Protection Authority, prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the data controller to mitigate the risk.

The parties shall define in Appendix C the appropriate technical and organizational 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.

9. Notification of personal data breach

In case of any personal data breach, the data processor shall, without undue delay after having become aware of it, notify the data controller of the personal data breach.

The data processor's notification to the data controller shall, if possible, take place 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.

In accordance with Clause 8(2)(a), the data processor shall assist the data controller in notifying the personal data breach to the competent supervisory authority, meaning that the data processor is required to assist in obtaining the information listed below which, pursuant to Article 33(3)GDPR, shall be stated in the data controller's notification to the competent supervisory authority:

• The nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
• the likely consequences of the personal data breach;
• the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

The parties shall define in Appendix C all the elements to be provided by the data processor when assisting the data controller in the notification of a personal data breach to the competent supervisory authority.

10. Erasure and return of data, audit and inspection

On termination of the provision of personal data processing services, the data processor shall delete or return all personal data processed on behalf of the data controller and certify to the data controller that it has done so. Should the data controller not conclude on whether the personal data processed should be deleted or returned, the data processor will delete these no later than 90 days after termination.

Personal data held in backups and logs is deleted when the retention period for the individual backup or log expires, and in any event no later than 90 days after the deletion.

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.

Audits are carried out no more than once a year and on at least 30 days written notice, during the data processor's ordinary business hours and without undue disruption to operations. Where a personal data breach affects the data controller's personal data, or where the supervisory authority so requires, audits may be carried out more frequently and without such notice. The data controller bears its own costs and those of the auditor. The auditor shall be bound by a duty of confidentiality and shall not be a competitor of the data processor.

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

11. Disputes, jurisdiction and legal venue

The data processor and data controller shall try to solve disputes related to this data processing agreement amicably. The agreement is subject to Norwegian law and the parties agree to the Oslo District Court being the legal venue. This condition also applies after termination of the agreement.

12. Liability

The parties' financial liability to each other under the Clauses is mutually limited to direct loss, and shall not in aggregate exceed the fees paid by the data controller to the data processor under the Purchasing Agreement in the twelve months preceding the date on which the claim arose. The limitation does not apply in cases of intent or gross negligence.

The limitation governs the relationship between the parties. It does not affect the data processor's obligations under Clause 6, the rights of data subjects under Articles 79 and 82 GDPR, or either party's liability towards the supervisory authority.

13. Changes to the Clauses

The data processor may amend the Clauses where changes in legislation, in the service or in the security measures make this necessary. Amendments are notified in writing at least 30 days before they take effect, by use of the data processor's ordinary communication channels, like email.

Where an amendment reduces the level of protection for data subjects, the data controller can rightfully oppose the amendment within the notice period. In these instances the parties shall try to agree on an alternative solution. If there is no commonly accepted alternative, the data controller is free to terminate the agreement with 30 days notice, and Clause 10.1 applies. Such a termination does not equal a breach of contract.

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:

The data processor receives, stores and processes personal data from the data controller to inform and notify those users that the data controller has associated with Knips as an application, and to provide the data controller's own users with tools to plan, carry out and follow up that communication.

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):

SMS, email or app notifications to those users that the data controller has associated with Knips as an application, including recording of delivery status, opens and clicks, and segmentation, analysis and reporting to the data controller on the data controller's own projects.

The following are optional features and form part of the processing only where the data controller has activated them:

• Synchronization of leads, status and notes with the CRM system used on the data controller's project, cf. C.7.
• Lookups against Eiendomsverdi on the data controller's own account, cf. C.6, including information about the individual's housing situation and aggregated demographic insight into leads and buyers.
• Transfer of leads from FINN.no, cf. C.8.
• Availability through the MCP interface, cf. C.5.

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

E-mail address, name and telephone number; consent or sign-up status with timestamp, and unsubscribes; usage data in the form of IP address, delivery status, opens and clicks; any other fields the data controller chooses to transfer; and, for the data controller's own users of the platform, name and work e-mail address.

The platform is designed for contact and follow-up information, and the data processor has no need for special categories of personal data within the meaning of Article 9 GDPR. The data controller determines what its own users write in free-text fields and is responsible for that content.

Where the optional features are used, the processing also includes purchase status and which unit has been purchased, and notes and comments written about an individual lead by the data controller's agents and other users, both cf. C.7, and property and ownership information including total estimated property value, cf. C.6.

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

Leads and other individuals who have registered an interest in the data controller's projects; buyers of units in those projects, whether or not they previously registered an interest; and the employees and agents who use the platform on the data controller's project.

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:

Continuously until the agreement is terminated in writing.

Appendix B

Authorized sub-processors

B.1. Approved sub-processors

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

Twilio Ireland Limited

Ireland. Parent company Twilio Inc., USA.

Used for sending email. Name, email address, message content and delivery metadata. Processing takes place in an EU region. Transfer basis for exceptional support access outside the EEA: the adequacy decision of 10 July 2023 on the EU-US Data Privacy Framework, in which Twilio Inc. participates, with the 2021 Standard Contractual Clauses Module 3 as a secondary basis.

Strex Mobile Services AS

Company registration number 927 347 830, Karenslyst allé 53, 0279 Oslo, Norway.

Used for sending SMS. Telephone number, message content and delivery status. Processing takes place in Norway. No third country transfer.

Google Cloud EMEA Limited

Ireland. Parent company Google LLC, USA.

Used for hosting, database, storage, backup and logging, covering all categories of personal data in Appendix A. Processing takes place in an EU region with replication across several availability zones. Transfer basis for exceptional support access outside the EEA: the adequacy decision of 10 July 2023 on the EU-US Data Privacy Framework, in which Google LLC participates, with the 2021 Standard Contractual Clauses Module 3 as a secondary basis.

The data controller shall on the commencement of the Clauses authorize the use of the abovementioned sub-processors for the processing described for that party.

The data processor may not, without the data controller's express written approval, use a sub-processor for a processing activity other than the one described for it above, or use a different sub-processor for the activity described.

Lookups against Eiendomsverdi AS are performed on the data controller's own account with Eiendomsverdi, using API keys the data controller has given the data processor access to, under the data controller's own agreement with Eiendomsverdi. Eiendomsverdi is therefore not a sub-processor under the Clauses. The same applies to synchronization with the CRM system used on the project, which is performed on the API client of the data controller itself or of the estate agency handling the project, and to the transfer of leads from FINN.no, which is performed on the API client of the data controller itself or of the estate agency.

An AI tool that the data controller connects through the MCP interface is the data controller's own processor under the data controller's own contractual arrangements. The data processor does not engage such a provider, has no agreement with it and cannot instruct it. The provider is therefore not a sub-processor under the Clauses.

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 processor fetches leads manually or through an API from the data controller to facilitate communication between the leads and the data controller based on the leads having consented to such communication, and makes the platform's functions for sending, segmentation and reporting available to the data controller's users.

C.2. Security of processing

The level of security shall take into account:

The platform holds contact details, communication history and free-text notes about identified individuals. The data processor does not seek special categories of personal data, but the data is nonetheless personal data that merits protection, and the level of security is set accordingly. Data is stored in encrypted form with the sub-processor named in Appendix B, within the EU/EEA.

The data processor shall hereafter be entitled and under obligation to make decisions about the technical and organizational 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:

• Encryption of data in transit using TLS 1.2 or later and of data at rest using AES-256, including backups.
• Named personal user accounts with no shared logins, two-factor authentication on administrative access, and access restricted to those who need it to operate and support the service. Access is withdrawn when an employee leaves.
• Automated checks for known vulnerabilities in the software components used in the service, with follow-up of critical findings.
• Logical separation of each customer's workspace, so that data can be identified, exported and deleted per customer.
• Separation of production and test environments, with production in a dedicated cloud project.
• A daily full backup with continuous archiving of the transaction log, encrypted and stored within the EU/EEA, with point-in-time recovery. Failures trigger an alert.
• Logging of authentication, administrative actions, changes to access rights, import, export and deletion of contacts, and the creation and sending of campaigns.

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 8.1. and 8.2. by implementing the following technical and organizational measures:

• Perform lookup, rectification, export and deletion per workspace in response to requests from data subjects.
• Obtain the information needed for a breach notification within the deadline in Clause 9.

C.4. Storage period/erasure procedures

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 10.1., 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. The MCP interface (optional feature)

MCP is optional and is not in use unless the data controller connects a tool itself. Where it is used, the following applies:

• Access is granted through OAuth as the logged-in user, limited to projects that user already has access to.
• Name, email address and telephone number are removed from contact data returned by the interface's search and lookup functions, and addresses and notes are omitted. The fields can be filtered and segmented on, but the values are not returned.
• The interface is predominantly read-based. Write access is limited to drafts, segments and media uploads. It cannot send, schedule or modify contacts.
• The data processor does not send personal data to any AI provider on its own initiative and has no AI model in the product. Use of the interface is logged.
• The data controller is responsible for personal data its own users enter as free text, for example in campaign content.

C.6. Lookups against Eiendomsverdi (optional feature)

The feature is in use only where the data controller has its own agreement with Eiendomsverdi AS and has given the data processor access to it.

The data processor sends name and telephone number to Eiendomsverdi AS and receives possible matches consisting of information that is publicly available in Norway. The lookup is performed on the data controller's own account with Eiendomsverdi.

The lookup is performed in two steps. The data processor receives a match from Eiendomsverdi and uses the identifier in that match for a further lookup to find other properties the owner is registered as holding. The identifier is held in memory only during the lookup and is not written to any store.

Collation and final matching are performed by the data processor, which shall apply criteria that give sufficiently reliable identification and shall correct or remove a link that proves to be incorrect, cf. Article 5(1)(d) GDPR. The result forms part of the reporting to the data controller and is displayed in the platform.

C.7. Notes from the project's CRM system (optional feature)

Where the data controller's project is handled by an estate agency, synchronization is performed on the estate agency's API client with the CRM provider, under a separate data processing agreement between the data processor and that estate agency. Where the data controller operates the CRM system itself, synchronization is performed on the data controller's own API client. In either case it takes place on the data controller's instruction.

Notes are synchronized between the CRM system and the platform and are available to those of the data controller's users who have access to the workspace in question. Notes are included in lookup, rectification, export and deletion per contact, so that the data controller can respond to requests from data subjects. Notes are not returned through the MCP interface, cf. C.5.

C.8. Transfer of leads from FINN.no (optional feature)

The feature is in use only where the data controller, or the estate agency handling the project, has its own agreement with FINN.no AS and has given the data processor access to it. The transfer is performed on that party's API client with FINN.no, and where that party is the estate agency, under a separate data processing agreement between the data processor and that estate agency. In either case it takes place on the data controller's instruction.

The data processor reads leads who have registered an interest in the listings for the data controller's project and transfers them into the platform. The data processor sends no personal data to FINN.no.