{"id":1726,"date":"2026-02-05T15:44:11","date_gmt":"2026-02-05T15:44:11","guid":{"rendered":"https:\/\/www.paychex.eu\/dk\/?page_id=1726"},"modified":"2026-08-26T14:14:21","modified_gmt":"2026-08-26T13:14:21","slug":"databehandleraftale","status":"publish","type":"page","link":"https:\/\/www.paychex.eu\/dk\/databehandleraftale\/","title":{"rendered":"Databehandleraftale"},"content":{"rendered":"\n

Databehandleraftale<\/h1>\n\n\n\n

Standard Contractual Clauses<\/h5>\n\n\n\n

For the purposes of Article 28(3) of Regulation 2016\/679 (the GDPR)
Between
Customer:
[NAME]
[VAT-NO]
[POSTCODE AND CITY]
[COUNTRY]
(the “data controller” and\/or “Customer”)
and
Paychex:
Paychex Europe Denmark ApS
CVR\/CRN number: 15611472
Engholm Parkvej 8
3450 Aller\u00f8d
Denmark
(the “data processor” and\/or “Supplier”)

each a \u2018party\u2019; together \u2018the parties\u2019

HAVE AGREED 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.


Table of Contents<\/strong>
2. Preamble.
3. The rights and obligations of the data controller
4. The data processor acts according to instructions.
5. Confidentiality.
6. Security of processing.
7. Use of sub-processors.
8. Transfer of data to third countries or international organisations.
9. Assistance to the data controller
10. Notification of personal data breach.
11. Erasure and return of data.
12. Audit and inspection.
13. The parties\u2019 agreement on other terms.
14. Commencement and termination.
15. Data controller and data processor contacts\/contact points.
Appendix A – Information about the processing.
Appendix B – Authorised sub-processors.
Appendix C – Instruction pertaining to the use of personal data.
Appendix D – The parties\u2019 terms of agreement on other subjects.
<\/p>\n\n\n\n

2. Preamble<\/strong><\/p>\n\n\n\n

    \n
  1. These Contractual Clauses (the Clauses) set out the rights and obligations of the data control-ler and the data processor, when processing personal data on behalf of the data controller in connection with (i) the services provided by data processor (the “Services<\/strong>“) as specified in the agreement between Customer and Supplier regarding the purchase of products and ser-vices (hereinafter referred to as the “License Agreement<\/strong>“), and (ii) any separate consultancy services provided beyond the scope of such Services.
    <\/li>\n\n\n\n
  2. The Clauses have been designed to ensure the parties\u2019 compliance with Article 28(3) of Regu-lation 2016\/679 of the European Parliament and of the Council of 27 April 2016 on the protec-tion of natural persons with regard to the processing of personal data and on the free move-ment of such data and repealing Directive 95\/46\/EC (General Data Protection Regulation).
    <\/li>\n\n\n\n
  3. The Clauses shall take priority over any similar provisions contained in other agreements be-tween the parties.
    <\/li>\n\n\n\n
  4. Four appendices are attached to the Clauses and form an integral part of the Clauses.
    <\/li>\n\n\n\n
  5. 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.
    <\/li>\n\n\n\n
  6. Appendix B contains the data controller\u2019s conditions for the data processor\u2019s use of sub-processors and a list of sub-processors authorised by the data controller.
    <\/li>\n\n\n\n
  7. Appendix C contains the data controller\u2019s instructions with regards to the processing of per-sonal 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.
    <\/li>\n\n\n\n
  8. Appendix D contains provisions for other activities which are not covered by the Clauses.
    <\/li>\n\n\n\n
  9. The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
    <\/li>\n\n\n\n
  10. The Clauses shall not exempt the data processor from obligations to which the data processor is subject pursuant to the General Data Protection Regulation (the GDPR) or other legislation.<\/li>\n<\/ol>\n\n\n\n

    3. The rights and obligations of the data controller<\/strong><\/p>\n\n\n\n

      \n
    1. 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.
      <\/li>\n\n\n\n
    2. The data controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.
      <\/li>\n\n\n\n
    3. The data controller shall be responsible, among other, for ensuring that the processing of per-sonal data, which the data processor is instructed to perform, has a legal basis.

      References to \u201dMember States\u201d made throughout the Clauses shall be understood as references to \u201cEEA Member States\u201d.<\/em><\/li>\n<\/ol>\n\n\n\n

      4. The data processor acts according to instructions<\/strong><\/p>\n\n\n\n

        \n
      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 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.<\/li>\n<\/ol>\n\n\n\n
          \n
        1. 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.<\/li>\n<\/ol>\n\n\n\n

          5. Confidentiality<\/strong><\/p>\n\n\n\n

            \n
          1. 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\u2019s 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.<\/li>\n<\/ol>\n\n\n\n
              \n
            1. The data processor shall at the request of the data controller demonstrate that the concerned persons under the data processor\u2019s authority are subject to the abovementioned confidentiality.<\/li>\n<\/ol>\n\n\n\n

              6. Security of processing<\/strong><\/p>\n\n\n\n

                \n
              1. 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:<\/li>\n<\/ol>\n\n\n\n
                  \n
                1. Pseudonymisation and encryption of personal data;<\/li>\n\n\n\n
                2. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;<\/li>\n\n\n\n
                3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;<\/li>\n\n\n\n
                4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.<\/li>\n<\/ol>\n\n\n\n
                    \n
                  1. According to Article 32 GDPR, the data processor shall also \u2013 independently from the data controller \u2013 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.<\/li>\n<\/ol>\n\n\n\n
                      \n
                    1. Furthermore, the data processor shall assist the data controller in ensuring compliance with the data controller\u2019s obligations pursuant to Articles 32 GDPR, by inter alia <\/em>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\u2019s obligation under Article 32 GDPR.
                      If subsequently \u2013 in the assessment of the data controller \u2013 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.<\/li>\n<\/ol>\n\n\n\n

                      7. Use of sub-processors<\/strong><\/p>\n\n\n\n

                        \n
                      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).<\/li>\n<\/ol>\n\n\n\n
                          \n
                        1. The data processor shall therefore not engage another processor (sub-processor) for the fulfilment of the Clauses without the prior general written authorisation<\/strong> of the data controller.<\/li>\n<\/ol>\n\n\n\n
                            \n
                          1. The data processor has the data controller\u2019s 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 2 months<\/strong> 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.<\/li>\n<\/ol>\n\n\n\n
                              \n
                            1. 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.<\/li>\n<\/ol>\n\n\n\n
                                \n
                              1. A copy of such a sub-processor agreement and subsequent amendments shall \u2013 at the data controller\u2019s request \u2013 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. <\/li>\n<\/ol>\n\n\n\n
                                  \n
                                1. 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 \u2013 in particular those foreseen in Articles 79 and 82 GDPR \u2013 against the data controller and the data processor, including the sub-processor.<\/li>\n<\/ol>\n\n\n\n

                                  8. Transfer of data to third countries or international organisations<\/strong><\/p>\n\n\n\n

                                    \n
                                  1. 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.
                                    <\/li>\n\n\n\n
                                  2. 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.
                                    <\/li>\n\n\n\n
                                  3. Without documented instructions from the data controller, the data processor therefore cannot within the framework of the Clauses:
                                    \n