LegalData Processing Agreement

This Data Processing Agreement ("Agreement") forms part of the Terms ("Principal Agreement") between you (the “Customer”) and GuineaPig Health Technologies AB Sven Hultins gata 9 412 58 Gothenburg Sweden (the “Data Processor”) (together as the “Parties”)


  • (A) The Customer acts as a Data Controller.
  • (B) The Customer wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
  • (C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 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).
  • (D) The Parties wish to lay down their rights and obligations.


1. Definitions and Interpretation

  • 1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
  • 1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;
  • 1.1.2 "Customer Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of Customer pursuant to or in connection with the Principal Agreement;
  • 1.1.3 "Contracted Processor" means a Subprocessor;
  • 1.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
  • 1.1.5 "EEA" means the European Economic Area;
  • 1.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
  • 1.1.7 "GDPR" means EU General Data Protection Regulation 2016/679;
  • 1.1.8 "Data Transfer" means:
  • a transfer of Customer Personal Data from the Customer to a Contracted Processor; or
  • an onward transfer of Customer Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
  • 1.1.9 "Services" means the services GuineaPig provides.
  • 1.1.10 "Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Customer in connection with the Agreement.
  • 1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Customer Personal Data

  • 2.1 Processor shall:
  • 2.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and
  • 2.1.2 not Process Customer Personal Data other than on the relevant Customer’s documented instructions.
  • 2.2 The Customer instructs Processor to process Customer Personal Data. The types of personal data and the specific uses of the personal data are specified in Exhibit A attached hereto.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

  • 4.1 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, Processor shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. The technical and organisational measures to ensure the security of the data are specified in Exhibit B attached hereto.
  • 4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

  • (1) The Customer authorizes the Processor to outsource part of the processing activities pursuant to this DPA to Contracted Processors. The Contracted Processors shall, as legally required, be subject to the same contractual obligations resulting from this agreement, pursuant to art. 28 par. 4 GDPR.
  • (2) At the date of signature of this agreement, the parties mutually acknowledge and agree that the Processor currently commissions the Contracted Processors listed in Exhibit C attached hereto, on the condition of a contractual agreement in accordance with Article 28 paragraph 4 GDPR:
  • (3) It is understood between the parties that the communication of personal data to any Contracted Processor shall only take place after all conditions set out in paragraph (1) for the appointment of Contracted Processors have been met.
  • (4) The Processor must maintain and keep updated a list of Contracted Processors. The Customer shall be notified of any change to such list without undue delay, giving the Customer the option to object. In case of objection, the Processor retains the right to terminate the contract in place with the Customer without notice.
  • (5) Should a Contracted Processor provide its services outside the EU/EEA, the Processor shall ensure compliance with the rules regarding processing of Customer Personal Data, as described under sec. 2 of this DPA.

6. Data Subject Rights

  • 6.1 Taking into account the nature of the Processing, Processor shall assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
  • 6.2 Processor shall:
  • 6.2.1 promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
  • 6.2.2 ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

  • 7.1 Processor shall notify Customer without undue delay upon Processor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  • 7.2 Processor shall co-operate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Customer Personal Data

  • 9.1 Subject to this section 9 Processor shall promptly of the date of cessation of any Services involving the Processing of Customer Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Customer Personal Data.
  • 9.2 Processor shall, at the request of Customer, provide written certification to Customer that it has fully complied with this section 9.

10. Audit rights

10.1 Subject to this section 10, Processor shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by the Contracted Processors.10.2 Information and audit rights of the Customer only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

  • 11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Customer. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data, as well as the additional security measures specified in Exhibit B attached hereto.

12. General Terms

  • 12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
  • (a) disclosure is required by law;
  • (b) the relevant information is already in the public domain.
  • 12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

Exhibit A

Description of processing

Subject Matter of Processing
The subject matter of the processing is the Service pursuant to the Terms.

Duration of Processing
The processing will continue until the expiration or termination of the Terms.

Categories of Data Subjects
Employees and other authorized users of the Customer.

Nature and Purpose of Processing

  • Nature: Processing as part of the Service provided to Customer by Processor under the Terms.
  • Purpose: The purpose of the processing is to provide the Service pursuant to the Terms.

Types of Personal Data
Includes the following:

  • Name, email address, user IDs, and related personal data required to register, use and receive support for the Service;
  • Information collected by tracking Customer’s usage of the Service;
  • Other data provided by the Customer to facilitate Processor’s provision of the Service to the Customer.

Exhibit B

Technical and organisational measures including technical and organisational measures to ensure the security of the data

The Processor may update the Security Measures from time to time, provided the updated measures do not decrease the overall protection of Customer Personal Data.

1. Physical access control

Technical and organizational measures to prevent unauthorized persons from gaining access to the data processing systems available in premises and facilities (including databases, application servers and related hardware):

  • Establishing security areas, restriction of access paths;
  • Establishing access authorizations for employees and third parties;
  • Access control system (ID reader, magnetic card, chip card);
  • Key management, card-keys procedures;
  • Door locking (electric door openers etc.);
  • Security staff, janitors;
  • Surveillance facilities, video/CCTV monitor, alarm system; and
  • Securing decentralized data processing equipment and personal computers.

2. Virtual access control

Technical and organizational measures to prevent data processing systems from being used by unauthorized persons include:

  • User identification and authentication procedures;
  • ID/password security procedures (special characters, minimum length, change of password);
  • Automatic blocking (e.g. password or timeout);
  • Monitoring of break-in-attempts and automatic turn-off of the user ID upon several erroneous passwords attempts;
  • Creation of one master record per user, user-master data procedures per data processing environment; and
  • Encryption of archived data media.

3. Data access control

Technical and organizational measures to ensure that persons entitled to use a data processing system gain access only to Personal Data in accordance with their access rights, include:

  • Internal policies and procedures;
  • Control authorization schemes;
  • Differentiated access rights (profiles, roles, transactions and objects);
  • Monitoring and logging of accesses;
  • Disciplinary action against employees who access Customer Personal Data without authorization;
  • Reports of access;
  • Access procedure;
  • Change procedure;
  • Deletion procedure; and
  • Encryption.

4. Disclosure control

Technical and organizational measures to ensure that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media (manual or electronic), and that it can be verified to which companies or other legal entities Personal Data are disclosed, include:

  • Encryption/tunneling;
  • Logging; and
  • Transport security.

5. Entry control

Technical and organizational measures to monitor whether Personal Data have been entered, changed or removed (deleted), and by whom, from data processing systems, include:

  • Logging and reporting systems; and
  • Audit trails and documentation.

6. Control of instructions

Technical and organizational measures to ensure that Customer Personal Data are Processed solely in accordance with the instructions of the Customer include:

  • Unambiguous wording of the contract;
  • Formal commissioning (request form); and
  • Criteria for selecting the Processor.

7. Availability control

Technical and organizational measures to ensure that Customer Personal Data are protected against accidental destruction or loss (physical/logical) include:

  • Backup procedures;
  • Uninterruptible power supply (UPS);
  • Remote storage;
  • Anti-virus/firewall systems; and

8. Separation control

Technical and organizational measures to ensure that Customer Personal Data collected for different purposes can be Processed separately include:

  • Separation of databases;
  • Segregation of functions (production/testing); and
  • Procedures for storage, amendment, deletion, transmission of data for different purposes.

Exhibit C

‍List of sub-processors

Company Sub-processorPlace of ProcessingData Processing Activity
Google Cloud EMEA LimitedGermany
  • Hosting and backend infrastructure
  • Managing contacts and sending messages