Pembio AB reg. nr. 559274-5375 (the "Company") offers a SaaS platform for managing work (the “Service”).
The Company will, under the applicable data protection laws, act as a Data Processor (the "Processor")
to the user ("User" or "Controller") in relation to the processing of Personal Data required to
carry out the Services.
- The User of the Service will act as a Data Controller (the "Controller").
This Data Processing Addendum ("DPA") forms part of the Contract for Services under the The Company User terms and conditions (the "Terms"). This DPA is an amendment to the Terms and will form a part of the Terms.
- The Parties (Processor and User) seek to implement a data processing DPA 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).
The Company may under this DPA only carry out the Service Processing of Personal Data in accordance with the instructions of the Controller.
This DPA is intended to constitute and shall be interpreted as a written DPA between The Company and the Controller pursuant to applicable Data Protection Laws.
We periodically update this DPA. If you have an active Pembio account, you will be informed of any modification by email.
Company Personal Data means any Personal Data Processed by a Subprocessor on Controller's behalf pursuant to or in connection with the Terms;
Data Protection Laws means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
EEA means the European Economic Area;
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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
GDPR means EU General Data Protection Regulation 2016/679;
Data Transfer means:
- a transfer of Company Personal Data from Controller to a Subprocessor; or
- an onward transfer of Company Personal Data from a Subprocessor to its Subprocessors, or between two establishments of a Subprocessor,
in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer DPAs put in place to address the data transfer restrictions of Data Protection Laws);
Services as specified in the Terms.
Subprocessor means any person appointed by or on behalf of Processor to process Personal Data on behalf of Controller in connection with the DPA.
"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.
Processing of Company Personal Data
- comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
- not process Company Personal Data other than on Controller's documented instructions.
- Controller instructs Processor to process Company Personal Data to provide the Services and related technical support.
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Subprocessor who may have access to Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Terms, and to comply with Applicable Laws in the context of that individual's duties to the Subprocessor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
- 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 Company 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.
- 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.
Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by Controller.
Data Subject Rights
- Taking into account the nature of the Processing, Processor shall assist Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Controller obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
- promptly notify Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
- ensure that it does not respond to that request except on the documented instructions of Controller 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 Controller of that legal requirement before the Subprocessor responds to the request.
Personal Data Breach
- Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
- Processor shall co-operate with Controller and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
Data Protection Impact Assessment and Prior Consultation
Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller 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 Company Personal Data by, and taking into account the nature of the Processing and information available to, the Subprocessors.
Deletion of Company Personal Data (Right to be forgotten)
- Subject to written requirement of deletion from Controller the Processor shall promptly and in any event within 10 business days delete and procure the deletion of the Personal and Company Personal Data.
- Processor shall provide written certification to Controller that it has fully complied with this section within the 10 business days..
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 Controller. If personal data processed under this DPA 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.
Confidentiality. Each Party must keep any information it receives about the other Party and its business in connection with this DPA ("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:
- disclosure is required by law;
- the relevant information is already in the public domain.
Governing Law and Jurisdiction
This DPA is governed by Swedish law.
Any dispute arising in connection with this DPA, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Sweden.