This Data Processing Agreement is based on the Standard Contractual Clauses published by the Danish Data
Protection agency for the purpose of Article 28(3) of Regulation 2016/679 (the “GDPR”) as amended by GBIF.

Standard Contractual Clauses
For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR)
Between
The Site Owner as identified in and having accepted to be a party to the Agreement on
HOSTED PORTAL SERVICE entered into today, which by reference incorporates theseStandard contractual Clauses as binding between the parties.
(the data controller)
andGlobal Biodiversity Information Facility Secretariat,
CVR 29 08 71 56
Universitetsparken 15,
2100 København ØDenmark(the data processor)
each a ‘party’; together ‘the parties’
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to meet therequirements of the GDPR and to ensure the protection of the rights of the data subject.

Table of Contents
2. Preamble ..........................................................................................................3
3. The rights and obligations of the data controller ..............................................4
4. The data processor acts according to instructions ...........................................4
5. Confidentiality ...................................................................................................4
6. Security of processing ......................................................................................5
7. Use of sub-processors .....................................................................................5
8. Transfer of data to third countries or international organisations .....................6
9. Assistance to the data controller ......................................................................7
10. Notification of personal data breach...............................................................8
11. Erasure and return of data .............................................................................9
12. Audit and inspection .......................................................................................913. The parties’ agreement on other terms ..........................................................9
14. Commencement and termination ...................................................................915. Data controller and data processor contacts/contact points ........................10
Appendix A Information about the processing .................................................11
Appendix B Authorised sub-processors ...........................................................12
Appendix C Instruction pertaining to the use of personal data ........................13
Appendix D The parties’ terms of agreement on other subjects ......................15

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2. Preamble
1. These Contractual Clauses (the Clauses) set out the rights and obligations of thedata controller and the data processor, when processing personal data on behalf ofthe 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. If the data controller has no establishment in the Union for the purposes of theprocessing activity and does not fall under the territorial scope of the GDPR as
per Article 3(2), the processors obligation herein shall be interpreted andlimited to take into account that the data controller is not subject to obligations
under GDPR.
4. In the context of the provision of the services under the parties’ AGREEMENT ON
HOSTED PORTAL SERVICES entered into simultaneously with the Clauses, thedata processor will process personal data on behalf of the data controller inaccordance with the Clauses.
5. The Clauses shall take priority over any similar provisions contained in otheragreements between the parties.
6. Four appendices are attached to the Clauses and form an integral part of theClauses.
7. 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.
8. 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.
9. Appendix C contains the data controller’s instructions with regards to the processingof personal data, the minimum security measures to be implemented by the dataprocessor and how audits of the data processor and any sub-processors are to be
performed.
10. Appendix D contains provisions for other activities which are not covered by theClauses.
11. The Clauses along with appendices shall be retained in writing, including
electronically, by both parties.

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12. The Clauses shall not exempt the data processor from obligations to which the dataprocessor 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 datatakes place in compliance with the GDPR (see Article 24 GDPR), the applicable EU
or Member State1 data protection provisions and the Clauses.
2. The data controller has the right and obligation to make decisions about the purposes
and means of the processing of personal data.
3. The data controller shall be responsible, among other, for ensuring that theprocessing of personal data, which the data processor is instructed to perform, has alegal 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 towhich 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 theClauses.
2. The data processor shall immediately inform the data controller if instructions givenby 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 onbehalf 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 towhom 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.

1 References to ”Member States” made throughout the Clauses shall be understood as references to “EEA Member States”.

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2. The data processor shall at the request of the data controller demonstrate that theconcerned persons under the data processor’s authority are subject to theabovementioned confidentiality.

6. Security of processing
1. Article 32 GDPR stipulates that, taking into account the state of the art, the costs ofimplementation 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 technicaland organisational measures to ensure a level of security appropriate to the risk.
The data controller shall evaluate the risks to the rights and freedoms of natural
persons inherent in the processing and implement measures to mitigate those risks.
Depending on their relevance, the measures may include the following:a. Pseudonymisation and encryption of personal data;b. the ability to ensure ongoing confidentiality, integrity, availability and resilience ofprocessing systems and services;c. the ability to restore the availability and access to personal data in a timely
manner in the event of a physical or technical incident;
d. a process for regularly testing, assessing and evaluating the effectiveness oftechnical and organisational measures for ensuring the security of theprocessing.
2. According to Article 32 GDPR, the data processor shall also – independently from thedata controller – evaluate the risks to the rights and freedoms of natural persons
inherent in the processing and implement measures to mitigate those risks. To thiseffect, the data controller shall provide the data processor with all informationnecessary 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, byinter alia providing the data controller with information concerning the technical andorganisational measures already implemented by the data processor pursuant to
Article 32 GDPR along with all other information necessary for the data controller tocomply 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 thosealready 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).

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2. The data processor has the data controller’s general authorisation for theengagement of sub-processors. The data processor shall inform in writing the data
controller of any intended changes concerning the addition or replacement of subprocessors at least 4 weeks in advance, thereby giving the data controller theopportunity to object to such changes prior to the engagement of the concerned subprocessor(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 thedata controller can be found in Appendix B.
3. Where the data processor engages a sub-processor for carrying out specificprocessing 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 wayof 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 theClauses and the GDPR.
The data processor shall therefore be responsible for requiring that the subprocessor at least complies with the obligations to which the data processor issubject pursuant to the Clauses and the GDPR.
4. A copy of such a sub-processor agreement and subsequent amendments shall – atthe data controller’s request – be submitted to the data controller, thereby giving thedata 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 subprocessor agreement, shall not require submission to the data controller.
5. 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 theobligations 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 thedata processor shall only occur on the basis of documented instructions from thedata controller and shall always take place in compliance with Chapter V GDPR.
2. In case transfers to third countries or international organisations, which the dataprocessor 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 unlessthat 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:
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a. transfer personal data to a data controller or a data processor in a third
country or in an international organizationb. transfer the processing of personal data to a sub-processor in a third countryc. 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 themeaning 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 subject toClause 2.3 assist the data controller by appropriate technical and organisational
measures, insofar as this is possible, in the fulfilment of the data controller’s
obligations to respond to requests for exercising the data subject’s rights laid down in
Chapter III GDPR.
This entails that the data processor shall, insofar as this is possible, assist the data
controller in the data controller’s compliance with:a. the right to be informed when collecting personal data from the data subject
b. the right to be informed when personal data have not been obtained from thedata subject
c. the right of access by the data subject
d. the right to rectificatione. the right to erasure (‘the right to be forgotten’)f. the right to restriction of processing
g. notification obligation regarding rectification or erasure of personal data or
restriction of processing
h. the right to data portability
i. the right to object
j. the right not to be subject to a decision based solely on automatedprocessing, including profiling
2. In addition to the data processor’s obligation to assist the data controller pursuant toClause 6.3., the data processor shall subject to Clause 2.3 furthermore, taking into
account the nature of the processing and the information available to the dataprocessor, assist the data controller in ensuring compliance with:a. The data controller’s obligation to without undue delay and, where feasible,
not later than 72 hours after having become aware of it, notify the personal
data breach to the competent supervisory authority, unless the personal data
breach is unlikely to result in a risk to the rights and freedoms of natural
persons;
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b. the data controller’s obligation to without undue delay communicate thepersonal data breach to the data subject, when the personal data breach islikely to result in a high risk to the rights and freedoms of natural persons;c. the data controller’s obligation to carry out an assessment of the impact of theenvisaged processing operations on the protection of personal data (a dataprotection impact assessment);d. the data controller’s obligation to consult the competent supervisory authority,
prior to processing where a data protection impact assessment indicates thatthe processing would result in a high risk in the absence of measures takenby 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 wellas 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 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 subject to Clause 2.3
assist the data controller in notifying the personal data breach to the competentsupervisory authority, meaning that the data processor is required to assist in
obtaining the information listed below which, pursuant to Article 33(3)GDPR, shall be
stated in the data controller’s notification to the competent supervisory authority:a. The nature of the personal data including where possible, the categories andapproximate number of data subjects concerned and the categories andapproximate number of personal data records concerned;b. the likely consequences of the personal data breach;c. the measures taken or proposed to be taken by the controller to address the
personal data breach, including, where appropriate, measures to mitigate its
possible adverse effects.
4. The parties shall define in Appendix C all the elements to be provided by the dataprocessor when assisting the data controller in the notification of a personal data
breach to the competent supervisory authority.

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11. Erasure and return of data
1. On termination of the provision of personal data processing services, the dataprocessor shall be under obligation to delete all personal data processed on behalf ofthe data controller and certify to the data controller that it has done unless Union orMember State law requires storage of the personal data.

12. Audit and inspection
1. The data processor shall make available to the data controller all informationnecessary to demonstrate compliance with the obligations laid down in Article 28 and
the Clauses and allow for and contribute to audits, including inspections, conductedby the data controller or another auditor mandated by the data controller.
2. Procedures applicable to the data controller’s audits, including inspections, of thedata 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 dataprocessor’s facilities, or representatives acting on behalf of such supervisory
authorities, with access to the data processor’s physical facilities on presentation of
appropriate identification.

13. The parties’ agreement on other terms
1. The parties may agree other clauses concerning the provision of the personal dataprocessing 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 data controller’s acceptance of theAgreement on HOSTED PORTAL SERVICE.
2. Both parties shall be entitled to require the Clauses renegotiated if changes to thelaw 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, theClauses cannot be terminated unless other Clauses governing the provision of
personal data processing services have been agreed between the parties.

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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. andAppendix 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:
Data controller: as specified by the data controller when accepting the Agreement
on HOSTED PORTAL SERVICE
Data Processor:
Global Biodiversity Information Facility
Universitetsparken 15
DK-2100 Copenhagen Ø
Phone number: +45 35 32 14 70
E-mail address: info@gbif.org
2. The parties shall be under obligation continuously to inform each other of changes tocontacts/contact points.

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Appendix A

Information about the processing

A.1. The purpose of the data processor’s processing of personal data on behalf of thedata controller is:
To allow the data controller to use and benefit from the data processors hosted portal
services, which includes, the hosting of the data controller’s website, maintenance andsupport services.
As users interact with the Hosted Portals, the data processor may automatically collecttechnical data about equipment, browsing actions and patterns. Technical data may include
information collected during visits to this website, the Internet Protocol (IP) address, browser
type and version, device type, time zone and location setting, browser plug-in types andversions, operating system and platform.

A.2. The data processor’s processing of personal data on behalf of the data controller
shall mainly pertain to (the nature of the processing):•

Hosting of portal and interaction with visitors

A.3. The processing includes the following types of personal data about data
subjects:
Visitors interaction with data controller’s portal, including user behaviour, links clicked, pages
viewed, consents provided for cookies, IP-address. Hosting of any content the data
controller or the data controller’s users chooses to make available at the hosted portal.
The parties do not expect that the data processor will process GDPR art. 9 categories of
personal data or other sensitive or confidential personal data.

A.4. Processing includes the following categories of data subject:
Visitors and users of data controller’s website
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:
Until the termination and expiration of the parties’ AGREEMENT ON HOSTED PORTALSERVICES.

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Appendix B

Authorised sub-processors

B.1. Approved sub-processors
On commencement of the Clauses, the data controller authorises the engagement of thefollowing sub-processors:
NAME

CVR

ADDRESSDESCRIPTION OF
PROCESSING

The data controller shall on the commencement of the Clauses authorise the use of theabovementioned sub-processors for the processing described for that party. The dataprocessor 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.

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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:••••

Setting up the portal and importing data controller’s content
Hosting the portal and any content
Administration of user consents to use of cookies
Providing data controller access to the platform

C.2. Security of processing
The data processor shall be entitled and under obligation to make decisions about thetechnical and organisational security measures that are to be applied to create thenecessary (and agreed) level of data security.
C.3. Assistance to the data controller
The data processor shall subject to Clause 2.3 insofar as this is possible – within the scope
and the extent of the assistance specified below – assist the data controller in accordancewith Clause 9.1. and 9.2.
C.4. Storage period/erasure proceduresUpon termination of the provision of personal data processing services, the data processor
shall delete the personal data in accordance with Clause 11.1.,
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 Hosted Portal and any content is hosted on servers maintained by the data processor,
located within a data centre of the University of Copenhagen:Panum, Københavns Universitet
Blegdamsvej 3B
2200 København ØThis address may be changed to a different data centre provided by the University of
Copenhagen without written authorization.
C.6. Instruction on the transfer of personal data to third countries
The hosted portal and the content are by virtue of its very nature accessible by users
through internet connections from anywhere in the world.
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The data processor is authorized to transfer any and all data under this data processor
agreement to the data controller or the data controllers representatives or to any otherrecipient the data controller instruct the data processor to transfer data to, wherever in theworld the data controller or the data controllers representatives or the recipient instructed by
the data controller are established. The data controller warrants that it has ensured a lawfulbasis for any such transfers.
Except as specified above and unless the data controller 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 theprocessing of personal data being performed by the data processor
The data controller or the data controller’s representative shall have access to inspect,
including physically inspect, the places, where the processing of personal data is carried out
by the data processor, including physical facilities as well as systems used for and related tothe processing to ascertain the data processor’s compliance with the GDPR, the applicable
EU or Member State data protection provisions and the Clauses.
The data controller will send any request for an inspection or audit under Section 12.2 to thedata processor with at least 4 weeks’ notice.
The data processor and the data controller will discuss and agree in advance on thereasonable start date, scope and duration of, and security and confidentiality controls
applicable to, any audit or inspection.
Any audit or inspection requested by the data controller will be for the data controller's costs.
The data processor may charge a reasonable fee for any audit or inspection. The dataprocessor will provide the data controller with further details of any applicable fee, and thebasis of its calculation, in advance of any such audit.
The data processor may object to any third party auditor appointed by the data controller to
conduct any audit if the auditor is, in the data processor's reasonable opinion, not suitably
qualified or independent, a competitor of the data processor or otherwise manifestly
unsuitable. Any such objection by the data processor will require the data controller toappoint another auditor or conduct the audit itself.
Where a sub-processor makes available security audit reports, certifications, or declarations
etc. the data controller may request access to such reports. The data controller accepts thatthe data processors audit of processing performed by sub-processors are carried out byreview of such available security audit reports, certifications, or declarations. The data
controller acknowledges and accept that audits of sub processors may be subject tostandard terms provided by such sub processors.

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Appendix D

The parties’ terms of agreement on other subjects

1. Ad Clause 4.1 and 6.3: If the data controller amends or change its instructions or
require additional measures to be taken under Clause 4.1. or 6.3. the data processor
may either require compensation its increased costs incurred due to such
amendments, changes or additional measures, or terminate the Agreement on
Hosted Portal Services with a notice to expire simultaneously with the effective data
for the data controllers amendments, changes or additional measures. The dataprocessor cannot require compensation or terminate the agreement if additional
measures are required for the data processor to be compliant with obligations which
directly apply to the data processor under GDPR.
2. Ad. Clause 7.3: If the data controller objects to the appointment or replacement of adata processor under Clause 7.3 the data processor may terminate the Agreementon Hosted Portal Services and the Clauses with a notice to expire simultaneouslywith the intended data of appointment or replacement of a data processor.
3. The data processor shall be liable towards the data controller or towards data
subjects for damages caused by processing only where the data processor has notcomplied with its obligations under the GDPR or where the data processor has acted
outside or contrary to the lawful instructions of the data controller. To the extent data
subjects claim compensation from the data processor, then the data controller will
indemnify and reimburse the data processor for any claim which is not due to thedata processors violation of the Clauses or the GDPR or for any amount exceeding
EUR 25,000.
4. The data processors assistance to the data controller for the fulfilment of the data
controller’s obligations cf. Clause 9 and for participation in audits cf. Clause 12 andC.7 is subject to payment of compensation to the data processor based on a market
conform applicable hourly rate.

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