Data Processing Agreement

Last modified: November 5, 2026

This Data Processing Agreement ("DPA") forms part of and is incorporated by reference into the Services agreement (the "Agreement") between:

The customer identified in the Agreement (the "Customer"); and
eCourier ApS, CVR 41412003, Rådhusstræde 15, 1466 København K, Denmark (the "Processor").

The Customer and the Processor are each a "Party" and together the "Parties". This DPA governs Personal Data processed by eCourier on the Customer's behalf in providing the Services, including the Customer's own document flows and flows managed for its customers.

eCourier acts as processor where the Customer is a controller, and as sub-processor where the Customer is a processor, including through a chain of processors. The Customer's capacity depends on the particular processing activity and may differ between document flows.

In the Clauses and appendices, "Controller" or "data controller" means the Customer in its relevant capacity; "Processor" or "data processor" means eCourier as processor or sub-processor. Where the Customer is a processor, provisions about decisions or obligations reserved by the GDPR to the controller require it to obtain and pass on that controller's instructions and assist through the processing chain. They do not make the Customer a controller or transfer the underlying controller's statutory responsibilities to the Customer.

Where the Customer is a processor, it shall ensure that it is authorised to engage eCourier and its sub-processors, that its instructions are consistent with the relevant controller's documented instructions, and that this DPA meets the data protection obligations applicable to the processing under its agreement with that controller or the processor that engaged it. The Customer shall pass relevant instructions, notices and information between eCourier and the controller through the processing chain, including breach notices and intended sub-processor changes.

This DPA is entered into for the purposes of Article 28(3) and (4) of Regulation (EU) 2016/679 (the General Data Protection Regulation or "GDPR"). It prevails over the Agreement for its subject matter in the event of conflict.

1. Preamble

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.
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 eCourier 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.
Three appendices, A to C, 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 authorised 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.
The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
The Clauses shall not exempt the data processor from obligations to which the data processor is subject pursuant to the General Data Protection Regulation (GDPR) or other legislation.

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 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.
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 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.
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

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:

Pseudonymisation and encryption of personal data;
the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

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.
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.

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 shall therefore not engage another processor (sub-processor) for the fulfilment of the Clauses without the prior general written authorisation of the data controller.
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 10 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.
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.

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.
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.

7. Transfer of data to third countries or international organisations

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 GDPR.
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.
Without documented instructions from the data controller, the data processor therefore cannot within the framework of the Clauses:

transfer personal data to a data controller or a data processor in a third country or in an international organization
transfer the processing of personal data to a sub-processor in a third country
have the personal data processed by the data processor in a third country

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.
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.

8. Assistance to the data controller

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:

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 5.3., 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:

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;
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 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 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 Clauses 8.1. and 8.2.

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 24 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 breach 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

Following termination of the provision of personal data processing services, the data processor shall, at the data controller's choice, delete or return the personal data processed on behalf of the data controller and delete remaining copies, unless Union or Member State law requires storage of the personal data. Return and erasure shall be carried out in accordance with Appendix C.4., taking account of any additional export period expressly confirmed under the Agreement. The data processor shall certify to the data controller that erasure has been completed.

11. Audit and inspection

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.
Procedures applicable to the data controller's audits, including inspections, of the data processor and sub-processors are specified in Appendix C.7. and C.8.
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.

12. The parties' agreement on other terms

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.

13. Commencement and termination

This DPA forms an integral part of the Agreement and becomes effective when the Agreement incorporating this DPA becomes binding on the Parties, including through electronic acceptance. No separate signature of this DPA is required unless the Parties expressly agree otherwise in writing. Any separately agreed effective date shall apply.
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.
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.
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 10.1. and Appendix C.4., the Clauses may be terminated by written notice by either party.

14. Amendment of this DPA

This clause 14 governs amendments to this DPA and its appendices, instead of any amendment procedure elsewhere in the Agreement. Sub-processor changes follow clause 6.3 and Appendix B. An amended version replaces any version identified in the Agreement, without a new signature of or other change to the Agreement.
The data processor may, by at least one month's written notice, amend this DPA if the amendment stays within the data controller's documented instructions and existing authorisations, does not materially reduce the level of data protection and does not change the essential purposes and means of processing. If the data controller objects before the effective date, clause 14.3 applies.
For any other amendment, the data processor shall give at least one month's written notice, summarising the changes, providing the revised DPA and stating the effective date. The data controller may reject the amendment by terminating the Agreement before that date, notwithstanding any notice period in the Agreement. Continued use of the Services on or after that date constitutes acceptance of the amendment. Until then, the current version continues to apply.
Notice under this clause must be given directly to the data controller; publication of a revised DPA alone is not sufficient. An amendment required by applicable law, binding network rules or binding requirements of a competent authority may take effect sooner where necessary, with notice as early as reasonably practicable. Where the Customer is a processor, its acceptance confirms that it holds any authorisation required from the controller or from the processor that engaged it.
The data processor shall keep a written record, including in electronic form, of each amendment and notice.

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 purpose of processing personal data is to enable the Customer to create, send, receive, validate, convert, and manage electronic invoices and credit notes through the Services, both for its own business and on behalf of its customers, in the roles described above.

The processing covers the Test and Live environments, Peppol and NemHandel document exchange, and use of the application, API, and webhooks, to the extent that these functions are supported by the Services and used by the Customer. This DPA applies to personal data processed in either environment.

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):

Provision of an electronic invoicing platform, including the collection, recording, storage, structuring, retrieval, validation, format conversion, and transmission of personal data contained in or associated with invoices and credit notes. This includes sending documents to and receiving documents from trading partners through supported electronic invoicing channels, processing delivery receipts and document statuses, and exchanging document data and event notifications through the API and webhooks configured by the Customer.

Processing also includes activities necessary to operate, maintain, support, and secure the service, such as backup, logging, and troubleshooting. These activities cover the Customer's own flows and flows managed on behalf of its customers, including where the Customer acts as a processor and eCourier acts as a sub-processor.

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

Name, business address, billing address, e-mail address, telephone number, job title, company affiliation, invoicing references, customer account and participant identifiers, VAT identification number, invoice and credit note content and metadata (such as document numbers, line-item descriptions, payment due dates, and delivery details), and payment-related information necessary for processing these documents (excluding full payment card details). The processing may also include system-generated data such as user account credentials, login timestamps, delivery receipts, document statuses, API and webhook event metadata, activity logs, and communication history related to invoicing or customer support, to the extent that these contain personal data processed on behalf of the Customer.

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

Individuals whose personal data appears in the documents and related records processed through the Services, including customers, suppliers, sole traders, and individuals acting on behalf of trading partners (such as billing contacts, financial representatives, and administrative personnel). This includes individuals associated with the Customer's own business and with the businesses on whose behalf the Customer uses the Services. The processing may also include authorised users of the Services acting for the Customer or for the businesses on whose behalf the Customer uses the Services.

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:

Processing may begin when the Clauses commence and continues for the duration of the contractual relationship between the parties, any additional export period expressly confirmed under the Agreement, and the processing necessary to complete the return or erasure of personal data in accordance with Clause 10.1. and Appendix C.4. Following termination and expiry of any confirmed additional export period, further processing shall be limited to returning or deleting personal data in accordance with the data controller's documented instructions and fulfilling any storage obligation imposed on the data processor by Union or Member State law.

Appendix B - Authorised sub-processors

B.1. Approved sub-processors

On commencement of the Clauses, the data controller authorises the engagement of the sub-processors identified in the Platform subprocessors section for the processing described there. That section forms an integral part of this Appendix B and provides the sub-processors' identities, processing purposes, locations and supporting documentation.

The list concerns processing on behalf of the Customer under this DPA. Additions or replacements remain subject to the notification and authorisation requirements in clause 6.3; publication of a revised list does not replace those requirements.

The data processor 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.

Appendix C - Instruction pertaining to the use of personal data

C.1. The subject of/instruction for the processing

The data processor shall carry out the processing described in Appendix A.1. and A.2. on the data controller's documented instructions. Where the Customer is a processor, it shall pass on the relevant controller's instructions. Processing includes the authentication, access management, backup and recovery, logging and monitoring, security, troubleshooting and support necessary to operate and maintain the platform.

C.2. Security of processing

The level of security shall take into account that the processing involves personal data related to invoicing and customer communication. While no special category data under Article 9 GDPR is expected to be processed, the data may identify individuals and therefore requires a level of security appropriate to the risk to the rights and freedoms of data subjects. Accordingly, a medium to high level of protection is necessary to ensure confidentiality, integrity, and availability of the processed personal data.

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 at a minimum implement these agreed measures:

Encryption: Encrypt personal data in transit and at rest using industry-standard cryptographic protocols and key management practices. Use TLS or equivalent secure protocols for transmission.
Access and continuity: Use access controls, secure authentication, network protection, role-based restrictions and least privilege to prevent unauthorised access, alteration, disclosure or loss. Design systems for operational resilience and service continuity.
Recovery: Maintain backup and disaster recovery procedures to restore availability and access to personal data within reasonable timeframes after a disruption.
Testing: Regularly test and evaluate security controls and system configurations through automated monitoring, vulnerability scanning and recurring security audits.
Retention: Retain stored personal data only as long as necessary for its purpose. Apply the document-content retention and erasure instructions in Appendix C.4.
Physical security: Use secure data centres provided by approved sub-processors, with physical access controls, environmental safeguards and monitoring.
Remote access: Secure remote working with encryption, device-level security controls and authenticated access.
Logging: Log relevant access and system events for monitoring, incident analysis and compliance.

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 Clauses 8.1. and 8.2. by implementing the following technical and organisational measures:

Scope and extent of assistance: The data processor shall assist the data controller in fulfilling its obligations under applicable data protection laws, including obligations relating to data subject rights, security of processing, notification of personal data breaches, and data protection impact assessments. Assistance shall be provided to the extent the data processor has access to relevant information or technical capability and only insofar as such actions relate to the personal data processed under this agreement.

Technical and organisational measures to support compliance:

Requests from data subjects (Articles 15-22 GDPR), including: Retrieval, correction, export, restriction, and deletion of personal data stored in the system when requested by the data controller.
Assistance regarding security and breach notification obligations (Articles 32-34 GDPR), including: Providing timely access to logs, system information, and incident reports relevant to potential or confirmed personal data breaches affecting the controller's data.
Cooperation with data protection impact assessments (Article 35 GDPR) and consultations with supervisory authorities (Article 36 GDPR), including: Supplying documentation of relevant technical controls, security certifications, and system architecture where necessary for such assessments.
Support in enforcing retention and deletion policies: Assisting the data controller with documented requests to delete or anonymise personal data and applying the document-content retention and erasure instructions in Appendix C.4.
Access control and logging: Maintaining audit logs of relevant access and security events and providing these to the controller when necessary for compliance or investigation purposes.
Testing and assurance: Conducting recurring security reviews, vulnerability assessments, and audits, and making high-level results available to the controller upon reasonable request, subject to confidentiality.

C.4. Storage period/erasure procedures

Document content, including invoices and credit notes, is retained in the Archive for the duration of the Agreement and any additional export period expressly confirmed under clause 9.5. of the Terms of Service, unless the data controller gives documented instructions for earlier deletion or Union or Member State law requires otherwise. This is the default retention instruction for document content.

The data controller shall complete any required export before the Agreement ends or during an additional export period expressly confirmed under clause 9.5. of the Terms of Service. An additional export period is not granted automatically.

After the Agreement ends and any confirmed additional export period expires, the data processor shall delete personal data processed on behalf of the data controller from active systems without undue delay. If the data controller instructs the data processor to return personal data, the return shall be completed before the remaining copies are deleted in accordance with Clause 10.1. Any change to the data controller's instructions shall be documented and retained in writing, including electronically. Personal data whose storage is required by Union or Member State law shall be retained only to the extent and for the period required by that law.

C.5. Hosting and storage locations

The platform application and database are hosted in Germany. Document content and backup copies are stored in Germany. These hosting and storage locations are distinct from the sub-processors' registered addresses listed in Appendix B.

Any transfer of personal data outside the EU/EEA, including remote access that constitutes a transfer, is subject to Clause 7 and Appendix C.6.

C.6. Instructions concerning transfers to third countries

Transfers of personal data outside the EU/EEA shall take place only on the basis of the data controller's documented instructions and in compliance with Clause 7. This also applies where personal data is made available through remote access to a sub-processor outside the EU/EEA.

The instructions shall identify the recipient, destination country, purpose of the transfer, and the applicable transfer basis under Chapter V GDPR. These instructions and any changes to them shall be documented and retained in writing, including electronically, in connection with this DPA. Authorisation of a sub-processor in Appendix B does not by itself constitute an instruction to transfer personal data to unspecified third countries.

C.7. Audits and inspections of the data processor

The data controller may request information demonstrating compliance with the Clauses and Article 28 GDPR. The data processor shall provide relevant documentation, including applicable independent audit reports where available, and allow for and contribute to audits and inspections under Clause 11.1.

The parties shall coordinate the scope, timing and secure conduct of audits and inspections, taking account of confidentiality, system security and the rights of other customers. These arrangements shall not prevent or unduly delay the data controller's audit rights or limit supervisory authorities' access under Clause 11.3.

C.8. Oversight of sub-processors

The data processor shall review sub-processors' compliance with the obligations in Clause 6.4., using a method and frequency appropriate to the risks of the processing, and follow up on identified issues. Reviews may use compliance documentation and independent audit reports where available. The data processor shall make relevant findings and supporting documentation available to the data controller on request, together with sub-processor agreements as provided in Clause 6.5.

Further verification, including audits or inspections where necessary, shall be coordinated through the data processor under the obligations passed on to sub-processors in Clause 6.4. These procedures do not reduce the data processor's responsibility under Clause 6.6. or its obligations under Clause 11.1.