Terms and conditions
This document was updated on May 1st, 2025
Content
Section 1 – General terms of use
Section 2 - Data Processing Agreement
Introduction
These terms and conditions (the "Agreement") govern your access to and use of the Sprii website and services (collectively referred to as the "Service" or "Sprii"). By accessing or using the Service, you agree to be bound by this Agreement. If you have entered into a separate Master Subscription Agreement (MSA) with Sprii, its terms will override any conflicting clauses herein.
Our services include the following:
• Shop.Sprii.io (Sprii hosted checkout)
• Sprii.io (the website)
• App.Sprii.io (the web application)
• Sprii Onsite (Embeddable Player with Built-In Checkout)
• Sprii HOST app (video streaming application for mobile device)
• Marketplace.Sprii.io (Live Shopping Marketplace)
General information
Sprii Aps
Sommervej 31e
8210 Aarhus V
Denmark
VAT ID: DK42084476
Phone: +4535154033
E-mail: hey@sprii.io
Confidentiality
Both parties agree to keep confidential all information related to each other's business activities. This includes, but is not limited to, trade secrets, business plans, customer data, and other proprietary information. Disclosure of such confidential information to third parties is prohibited without prior written consent, except as required by law.
Processing of personal data
By using our services, you accept our Privacy Policy and Data Processing Agreement (DPA) available on Sprii.io. The User is the data controller of any personal data processed via the Service. Sprii ApS acts as the data processor. The data processing relationship is governed by the DPA in Section 2.
Fees and Services
Sprii offers a range of subscriptions and a free limited trial option. At the end of a free limited trial, you agree to either pay applicable fees at that time or discontinue using the Service.
All Sprii prices are listed excluding VAT.
Checkout fees
When usage agreement is transaction based, the following apply to the calculation of checkout fees:
• The checkout transaction fees are based on percentage of revenue.
• The transaction cost can be seen on the subscription tab of the Sprii Platform
How we calculate Revenue
When Sprii Hosted checkout and payment integration is used, revenue is the paid amount.
If Sprii checkout is used without a payment integration
Revenue will be based on the value of shopping baskets where the checkout reached the final payment window. Meaning that the end consumer has seen basket, added personal details and confirmed the terms of trade.
When Webshop integration and webshop checkout is used
The transaction fee is based on the actual paid amount, but never more than the amount that was reserved by the customer through Sprii. If more products are added to basket during shop checkout, we will not charge a fee to the amount above the amount that was reserved by the customer through Sprii. If a product or more is removed from basket and another or more are added to basket during webshop checkout, we will still add a transaction fee to the new product even though it was not sold during the Sprii supported campaign. We reserve the right to claim the transaction fee also to this sale, as it was initiated because of the use of Sprii, but we will not charge a fee to the potential amount over the amount that was initially reserved by the customer through Sprii campaigns.
If the webshop integration does not support Payment Confirmation to the Sprii service
We will estimate the revenue for transaction cost calculation. Revenue will be reduced by 25% of all campaign reservations of those consumers who have received their link to checkout and clicked it. Transaction fee will be based on this estimated revenue.
Returns
Transaction fees are non-refundable, even in cases of end-customer returns. The transaction fee applies to the initial sale event only.
Shipping
Transaction fees are taken on shipping costs in the following scenarios:
• Sprii Hosted Checkout is used.
Transaction fee - Lead fees
When usage agreement is transaction based, the following apply to the calculation of lead fees.
The cost of leads can be seen on the subscription tab of the Sprii Platform. When no checkout function is used, the transaction fee is based on unique consumers who have received one or more links/messages per Sprii campaign.
Mixing checkout products and lead products in same campaign
- An order containing just lead products will trigger a lead transaction fee. No matter the quantity of messages or links sent to that person.
- An order containing just checkout products will trigger a checkout transaction fee if completed.
- An order containing just checkout products will trigger no fee if order is not completed.
- An order containing both checkout products and lead products will trigger a checkout transaction fee if order is completed
- An order containing both checkout products and lead products will trigger a lead transaction fee if order is not completed. No matter the quantity of messages or links sent to that person.
Additional services
Gamification
Unless fixed cost has been agreed, the usage fee will be calculated as outlined below:
- The user fee for gamification is based on number of participants per game.
- If a person joins a game with multiple tickets, the fee is only added once.
- If a person joins multiple games in same event, the fee is added for every game.
Sprii Streamable Service
8 hours recorded streaming per month is included in the subscription fee. Extra hours can be added to the subscription at a cost.
Sprii video player on website (Onsite)
The agreement will be based on expected hours of view time. View time is the result of “number of viewers” x “time streamed”
Sprii Marketplace
Streaming on Sprii.live (live shopping marketplace) is free of charge, but transactions are added to sales as all other channels used with Sprii.
Sprii Host App
The mobile application is free of charge, but the streaming time is limited via Sprii Studio as described above.
IT development
In the event of extraordinary requests from the customer regarding IT integrations, development tasks and technical support, which lie outside SPRII's general competence, a separate price will have to be agreed between the parties for this.
Light Integrations
Are small integrations made to the user webshop. These can be done at an agreed price and will be tested and proven functional at the completion of development. Following changes to webshop setup may affect the developed integration, and integration adjustment will be done at an extra agreed price if requested.
Invoicing and payment
- Subscriptions are invoiced in advance.
- Transaction-based fees are invoiced monthly, based on actual or estimated usage.
- It is the User's responsibility to maintain up-to-date payment credentials.
Administration fees
When sending an invoice by e-mail, no administration fee is added.
When payment method is credit card, no administration fee is added.
If an invoice should be requested via EAN or paper mail, an administration fee of EUR 18 excluding VAT is added to the invoice.
When paying via “Betalingsservice” (a Danish Payment Service), an administration fee of EUR 15 excluding VAT is added.
If bank transfer is requested as payment method an administration fee of EUR 6 excluding VAT is added to the invoice.
Renewal Terms
Your subscription will automatically renew at the end of each renewal term. extending your access for another renewal term unless cancelled before the Cancellation Deadline.
Cancellation Deadline
The last date by which you must notify us of your intent to cancel to avoid automatic renewal.
Commitment period
The initial period during which your subscription is binding.
The end of commitment does not terminate subscription per default.
User Responsibilities
To register for the Service, you must complete the registration process by providing Sprii with current, complete, and accurate information as required by the registration form. You are solely responsible for any use and all activities that occur under your account.
You are responsible for safeguarding the confidentiality of your password(s) and username(s) and for any use or misuse of your account resulting from any third party using your password or username. You agree to immediately notify Sprii of any unauthorized use of your account or any other breach of security known to you. You agree to let Sprii use your organization’s logo in its user list, at other places on its website and as part of a general list of Sprii Users for use and reference in corporate, promotional, and marketing material.
Don’t Use Our Service to Break the Law. You agree that you will not violate any laws in connection with your use of the Service. This includes any local, state, federal and international laws that may apply to you. It is your responsibility to obtain any permits, licenses, or tax registrations and have proof of ownership or receipts if required; you may not use the Service to list or sell items that violate any laws including, without limitation, those laws regarding the purchase, transportation, and delivery of alcoholic beverages.
The User is obliged to comply with good practices when using Sprii services. Good practice means broadly interpreted that the User may not use Sprii services to break the law or in any way interfere with other companies or individuals. If the User is unsure whether an action is allowed, it is the User's responsibility to contact Sprii and request instructions.
The User is obligated to keep their master data up to date with Sprii, so address information, contact information and billing information are always valid.
The User agrees to comply with all applicable laws and regulations in connection with the User's business and use of the Service.
The User also agrees that Sprii does not exercise any control over the content of the information provided by the User from Sprii services and that it is solely the User's responsibility to ensure that the data that the User sends and receives when using Sprii comply with all applicable laws and regulations.
The user must provide terms and conditions to the end consumer before payment of products.
This can be set up for Sprii checkout or provided in the integrated webshop checkout.
Responsibility for Your Content
You are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you are not infringing or violating any third party’s rights by posting it.
Inappropriate, False or Misleading Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Terms. You also agree not to post any content that is false, misleading or uses the Service in a manner that is fraudulent or deceptive.
The Customer grants Sprii a non-exclusive, royalty-free license to use its intellectual property for the purposes of providing servicesto the customer and to build anonymous usage statistics for Sprii use. No intellectual property will ever be share with 3rd party unless agreed specifically on a case-by-case basis
Intellectual property
The Customer grants Sprii a non-exclusive, royalty-free license to use its intellectual property for the purposes of providing servicesto the customer and to build anonymous usage statistics for Sprii use. No intellectual property will ever be share with 3rd party unless agreed specifically on a case-by-case basis
Integration to other marketplaces
When using our services your content and offers can be made available to other marketplaces. You can control this option in your page settings and at every campaign initiation at app.Sprii.io
Sprii Rights
Sprii is entitled to assess whether the User is using Sprii products as intended. If the User overloads the service offered to such an extent that it inappropriately affects the Sprii platform, Sprii may at any time temporarily close access to that service without notice.
Sprii always strives to contact the User to adjust the User's usage or offer the User a different solution. If the User does not want to adjust consumption or accept an alternative Solution, Sprii is entitled to terminate the User's Solution with one month's notice. In cases where the User has prepaid for a period interrupted by Sprii termination due to the above circumstances, the User is entitled to a refund of the prepaid amount for that part of the prepaid period in which the product is terminated.
If one of Sprii services e.g., "comment robot" is used for sending illegal content eg. spam, phishing or the like, Sprii reserves the right to temporarily close access to services without notice until the problem is rectified. This also applies even if the User is not aware of said abuse or is directly responsible for it.
Sprii reserves the right to terminate a User's ongoing services at the renewal date with 30 days' written notice.
In the event of changes in the law or the rules and permissions issued under this act, and in the event of an injunction for changes from an authority, Sprii may, without notice, change the User's rights and obligations under the terms, without the User being entitled to any compensation.
Your Right to Leave If We Change Too Much
Sprii may improve, modify, or discontinue parts of the Service, including features, integrations, pricing, or terms. However, if we make a change that materially reduces core functionality, significantly impacts your usage, or lowers the overall value of the Service to you (a “Material Adverse Change”), you have the right to cancel your subscription without penalty.
To exercise this right, you must notify us in writing within 30 days of being informed of the change. If you cancel under these terms, you’ll receive a pro rata refund for the unused part of your prepaid subscription.
Changes are not considered “Material Adverse Changes” if they:
- Are required by law or regulation,
- Improve security or data protection,
- Add optional features or performance enhancements,
- Affect beta or test features you opted into.
We’ll provide at least 30 days’ advance notice of any Material Adverse Change unless urgent legal or operational reasons prevent this. We’ll notify you through your registered email or directly within your Sprii account.
Mutual Indemnification
Each party (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party (“Indemnified Party”), including its affiliates, officers, directors, employees, agents, and licensors, from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of:
- The Indemnifying Party’s breach of this agreement or applicable law.
- The Indemnifying Party’s negligence or willful misconduct.
- Any claims related to the infringement of intellectual property rights caused by the Indemnifying Party’s content or actions.
Scope of Indemnity
Indemnity obligations shall exclude:
- Indirect, incidental, or consequential damages, including but not limited to loss of profits, revenue, or business opportunities.
- Damages resulting from force majeure events or actions beyond the reasonable control of the Indemnifying Party.
Liability Cap
The Indemnifying Party’s total liability under this indemnity clause shall not exceed the total fees paid by the Indemnified Party to the Indemnifying Party under this agreement during the preceding 12 months, unless otherwise required by law.
Warranty Disclaimer
Service Provided "As Is"
Our service is provided "as is" without any warranties of any kind, either express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the service or website will be error-free, free of viruses or other harmful components, or that access will be continuous or uninterrupted. Use of the service is at your discretion and risk.
Supported Browsers
The service is designed for use on digital device browsers, including specifically Google Chrome, Safari, Microsoft Edge, and Firefox. It is the user’s responsibility to use the latest versions of these browsers.
Service Level Agreement (SLA)
Our target uptime is 99,5%. However, we may discontinue operations when maintenance or other technical conditions require it. Such outages will be announced as far as possible in advance and will take place during off-peak hours.
Exclusions
The SLA does not apply to:
- Downtime resulting from third-party services or APIs integrated into the platform.
- Issues caused by internet connectivity, customer hardware, or third-party software.
- Incidents resulting from misuse of the platform or unauthorized modifications by the customer.
Limitation of Liability
No Liability for Third-Party Services
Our software integrates with third-party services such as Facebook, Instagram, websites, webshops, payment gateways, and shipping providers. We do not control these third-party services and are not responsible for their performance, reliability, or any issues arising from their use.
Service Availability and Data Security
While we are committed to providing a high level of service availability and have implemented robust data security measures, uninterrupted access and absolute security cannot be guaranteed. We disclaim liability for any damages or losses arising from service interruptions, data breaches, or unauthorized access, except were caused by our negligence or failure to implement appropriate security measures. Furthermore, we are not responsible for any impact on integrated services resulting from their compatibility or configuration. For further details on how Sprii handles Personal Data security, please refer to the Data Protection Agreement.
Exclusion of Indirect and Consequential Damages
In no event shall we be liable for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of profits, revenue, data, use, or reputation, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, our services.
Limitation of Direct Liability
Our total liability to you for any claims arising out of or in connection with these terms or your use of the services, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed the amount you paid us for the use of the services in the twelve (12) months immediately preceding the claim.
Proprietary Rights Notice
The Service, including any content on the Service and all underlying technology (including all intellectual property rights embodied therein), is and shall remain the sole and exclusive property of Sprii and shall be protected by applicable copyright laws and other legislation. No license to any underlying technology is granted. You will not allow any third party to reverse engineer and/or create derivatives of the Service using any method possible. You will not, nor will you allow any third party to modify the Service in any way. You will use the Service solely for your commercial use and will not make the Service available for any type of external service such as, but not limited to, an application service provider.
If you provide feedback, ideas or suggestions regarding the Service, Sprii is free to fully exploit such feedback.
Termination
Athough this Agreement may terminate between the Service and you, some provisions of this Agreement shall still be in effect, including, without limitation, warranty disclaimers, indemnity, limitations of liability and proprietary rights.
A subscription agreement is automatically renewed unless the User terminates the Subscription Agreement before the cancellation deadline.
Termination shall be done in writing to finance@sprii.io.
In the event you cancel your subscription, you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
Miscellaneous
Sprii shall be excused from performance hereunder to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control. This Agreement represents the complete agreement between you and Sprii concerning its subject matter and supersedes all prior statements, agreements, and representations between the parties.
You may not assign or otherwise transfer any of your rights under the Agreement without Sprii prior written consent and any such attempt is void.
Sprii is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party. Sprii shall notify you of such a transfer.
The relationship between Sprii and you is not one of a legal partnership relationship but is one of the independent contractors. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns of the parties hereto.
Severability
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent possible to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
Changes to Terms and Conditions
Sprii may update or amend these Terms from time to time to reflect changes in our Services, legal requirements, or business practices. When we do, we will publish the updated Terms on our website and, where the changes are material, notify you via email or through your Sprii dashboard at least 30 days before they take effect.
Continued use of the Service after the updated Terms take effect will constitute your acceptance of the changes. If you do not agree to the revised Terms, you have the right to stop using the Service before the changes become binding. In cases where the changes materially reduce your rights or increase your obligations in a significant way, you may also exercise your right to early termination as described in the section “Your Right to Leave If We Change Too Much”.
Price changes
Our prices can change over time.
We will reserve the right to do this with a 3 months’ notice before the cancellation deadline.
The User is obliged to pay the regulated price from the following renewal date but may choose to terminate the agreement in writing according to the applicable notice periods.
Applicable Law and Venue
This Agreement shall be governed by and construed under the laws of the State of Denmark, and disputes shall be subject to the exclusive jurisdiction of the courts in Aarhus, Denmark.
However, for customers located in the United Kingdom, this Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
Complaints
If you wish to file a complaint with Sprii, this can be done by sending an email to hey@sprii.io
Section 2
Data Processing Agreement
For the purposes of Article 28(3) of Regulation 2016/679 (the GDPR)
between
User of Sprii Aps Services
(the data controller)
and
Sprii ApS
Tax ID: DK42084476
Sommervej 31E, 8210 Aarhus V
Denmark
(the data processor)
each a ‘party’; together ‘the parties’
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.
Content
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’ agreement on other terms
14. Commencement and termination
15. Data controller and data processor contacts/contact points 1
Appendix A Information about the processing
Appendix B Authorised sub-processors
Appendix C Instruction pertaining to the use of personal data
Appendix D United Kingdom addendum
2. Preamble
1. 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.
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. In the context of the provision of Sprii, the data processor will process personal data on behalf of the data controller in accordance with the Clauses.
4. The Clauses shall take priority over any similar provisions contained in other agreements between the parties.
5. Four appendices are attached to the Clauses and form an integral part of the Clauses.
6. 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.
7. 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.
8. 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.
9. The Clauses along with appendices shall be retained in writing, including electronically, by both parties.
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.
3. The rights and obligations of the data controller
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.
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 the processing of personal data, which the data processor is instructed to perform, has a legal 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 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.
2. 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.
5. Confidentiality
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’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.
2. 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.
6. Security of processing
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:
a. Pseudonymisation and encryption of personal data;
b. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing 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 of technical and organisational measures for ensuring the security of the processing.
2. 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.
3. 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.
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).
2. 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.
3. 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 1 month 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.
4. 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.
5. 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.
6. The data processor shall agree a third-party beneficiary clause with the sub-processor where – in the event of bankruptcy of the data processor – the data controller shall be a third-party beneficiary to the sub-processor agreement and shall have the right to enforce the agreement against the sub-processor engaged by the data processor, e.g. enabling the data controller to instruct the sub-processor to delete or return the personal data.
7. 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.
8. Transfer of data to third countries or international organisations
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.
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.
3. Without documented instructions from the data controller, the data processor therefore cannot within the framework of the Clauses:
a. transfer personal data to a data controller or a data processor in a third country or in an international organization
b. transfer the processing of personal data to a sub-processor in a third country
c. 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 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.
9. Assistance to the data controller
1. 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:
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 the data subject
c. the right of access by the data subject
d. the right to rectification
e. 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 automated processing, including profiling
2. In addition to the data processor’s obligation to assist the data controller pursuant to Clause 6.3., 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:
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;
b. 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;
c. 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);
d. 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.
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 well as 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 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.
3. In accordance with Clause 9(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:
a. The nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate 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 data processor when assisting the data controller in the notification of a personal data breach to the competent supervisory authority.
11. Erasure and return of data
1. The data processor shall, on request or related to termination of service, delete all personal data processed on behalf of the data controller as specified in appendix C.4
12. Audit and inspection
1. 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.
2. Procedures applicable to the data controller’s audits, including inspections, of the data 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 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.
13. The parties’ agreement on other terms
1. 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.
14. Commencement and termination
1. The Clauses shall become effective on the date of both parties’ signature.
2. 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.
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, the Clauses cannot be terminated unless other Clauses governing the provision of personal data processing services have been agreed between the parties.
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. and Appendix C.4., the Clauses may be terminated by written notice by either party.
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:
Data is processed with the following purposes:
a) To be able to mediate sales between users of Sprii (data controller) and the end customer
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):
General use:
• Sending links to consumer requested products and services
• Sending notifications to consumers who has given their consent
• Tracking winnners and participants in competitions
If Sprii Hosted Checkout is used:
• Order management and communication hereabout
A.3. The processing include the following types of personal data:
General personal data that is processed:
• Platform Profile Name (i.e. Facebook, Instagram)
If Sprii Hosted Checkout is used:
• Name
• Email address
• Phone number
• Address
All personal data is treated confidentially.
A.4. Processing includes the following categories of data subject:
Information is processed about the following categories of data subjects:
a) End users who are interacting in Sprii assisted activities by the Data Controller.
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:
This agreement applies as long as Sprii ApS processes personal data for the data controller in accordance with the parties' separate agreement on system, services, payment, etc. Upon termination of the services relating to the processing of personal data, Sprii will, at the request of the data controller, anonymize all personal data that has been processed on behalf of the data controller and confirm to the data controller that the information has been anonymized, unless the EU law or the national law of the Member States prescribes storage of the personal data.
Appendix B - Authorised sub-processors
B.1. Approved sub-processors
On commencement of the Clauses, the data controller authorises the engagement of the following sub-processors:
1. Name: Google Firebase, Alphabeat Inc.
Address: Headquarters: 1600 Amphitheatre Parkway Mountain View, CA 94043 (Headquarter)
Servers used by Sprii: St. Ghislain, Belgium.
Description of processing:
Firebase is a mobile and web application development platform. Sprii's software and database are hosted by Google Firebase. The processing includes processing of purchase data, products, and comment data from platforms.
Firebase Data Processing and Security Terms can be found here:
https://firebase.google.com/terms/data-processing-terms
2.
Name: Elasticsearch
Address: Headquarters: 8000 West El Camino Real, Suite 350, Mountain View, CA United States (Headquarter)
Servers used by Sprii: Frankfurt, Germany.
Description of processing:
Elasticsearch is a search engine that makes it possible to perform efficient searches in large amounts of data. It is used, for example, to find all orders relating to a specific customer. ElasticSearch has servers in Frankfurt, Germany, which Sprii uses.
The processing includes the processing of customer orders and products.
https://www.elastic.co/legal/product-privacy-statement
The data controller shall on the commencement of the Clauses authorise the use of the abovementioned sub-processors for the processing described for that party. 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’s processing of personal data on behalf of the data controller shall be carried out by the data processor performing the following:
General use:
The data processor collects platform username on the end user, as well as which goods the end customer has requested/ordered/purchased.
If Sprii Hosted Checkout is used:
The data processor collects general personal data (name, address, e-mail, and telephone number) on the end user, as well as which goods the end customer has requested/ordered/purchased.
C.2. Security of processing
The security level must reflect a reasonable and appropriate security level must be established.
The data processor is then entitled and obliged to make decisions about which technical and organizational security measures must be used to create the necessary level of security around the information.
The processing includes personal data, which is why the Data Processor must implement the following measures:
Technical measures:
• Relevant antivirus protection is in place and used
• Two-factor validation for logging into systems where possible
• Backup of systems that process personal data
Organizational measures:
• All employees are instructed in the protection of personal data
• The employee instructions are updated and reviewed at least once a year
• The employee instructions are always reviewed with new employees in connection with employment
• All employees are required to maintain confidentiality during and after employment
• Access and login are role-based or person-based, and staff and systems do not have access to more than is necessary to perform their duties
Physical measures:
• Work facilities and offices are protected by appropriate access controls to ensure that only authorized personnel have access
• All physical media (paper, USB drive, etc.) are destroyed in a responsible manner if they have been used to store personal data
The data processor is entitled to make further decisions about necessary technical and organizational security measures to be implemented to ensure an appropriate level of security regarding the personal data
Sprii ApS and its processing of personal data may take place in whole or in part by using home workplaces, all of which meet the security requirements covered by this data processing agreement.
C.3. Assistance to the data controller
The data processor must as far as possible – within a reasonable scope and extent – assist the data controller in accordance with Provisions 9.1 and 9.2 by implementing the technical and organizational measures as listed under C.2.
The data processor, taking into account the nature of the processing, assists the data controller as far as possible by means of the mentioned appropriate technical and organizational measures in fulfilling the data controller's obligation to respond to requests for the exercise of the data subjects' rights.
C.4. Storage period/erasure procedures
Personal information is stored by the data processor in the following periods of time:
- Campaign interactions – Personal data is anonymized 2 years from last interaction.
- Subscription lists - Personal data is anonymized 2 years last from Opt-out date.
- Contents of comments in general are stored for 30 days and deleted on the 30th day.
Upon termination of the services relating to the processing of personal data, the data processor will, at the request of the data controller, anonymize or delete all personal data that has been processed on behalf of the data controller and confirm to the data controller that the information has been anonymized or deleted, unless EU law or the national law of the Member States prescribes the storage of the personal data.
If nothing is requested by the data controller, the personal data will be anonymized after 2 years.
C.5. Processing location
Processing of the personal data covered by the Regulations may not take place without the data controller's prior written approval at locations other than the following:
• Sprii ApS (CVR 42084476), Søvej 46, 2791 Dragør, Denmark
• Sprii ApS (CVR 42084476), Sommervej 31E, 8210 Aarhus V, Denmark
• Employees' home workplaces, all of which meet the security requirements covered by this data processing agreement
The location of the sub-data processors can be seen under point B.1.
C.6. Instruction on the transfer of personal data to third countries
If the data controller does not in these Regulations or subsequently give a documented instruction regarding the transfer of personal data to a third country, the data processor is not entitled to carry out such transfers within the framework of these Regulations.
C.7. Procedures for the data controller’s audits, including inspections, of the processing of personal data being performed by the data processor
The data processor must, at the request of the data controller and at the data controller's expense, obtain an audit statement or inspection report from an independent third party regarding the data processor's compliance with the data protection regulation, data protection regulations in other EU law or the national law of the member states and these Regulations.
The audit statement/inspection report is forwarded without undue delay to the data controller for information. The data controller can dispute the framework for and/or the method in the audit statement/inspection report and can in such cases request a new audit statement/inspection report under a different framework and/or using a different method.
Based on the results, the data controller is entitled to request the implementation of additional measures in order to ensure compliance with the data protection regulation, data protection provisions in other EU law or the national law of the Member States and these Regulations.
The data controller or a representative of the data controller also has access to carry out inspections, including physical inspections, of the locations from which the data processor processes personal data, including physical locations and systems used for or in connection with the processing. Such inspections may be carried out when the data controller deems it necessary. The assessment must be based on facts and not on feeling. Physical inspection requires prior agreement with the data processor and with a prior notice of 4 weeks, so that the data processor is prepared to be able to devote the necessary resources to it.
The data controller's possible expenses in connection with a physical inspection are borne by the data controller himself. However, the data processor is obliged to allocate the resources (mainly the time) necessary for the data controller to carry out his inspection.
The data processor complies to participate in the data controller's annual written audit.
C.8. Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors
As a data processor, we update ourselves in the security policies of our sub-data processors in order to ensure that the sub-data processors comply with necessary security measures at all times. This means that we collect information about the organizational and technical security measures of our sub-processors annually. The sub-data processors are mentioned in point B.1.
Any expenses incurred by the data processor and the sub-data processor in connection with an audit of the sub-data processor's premises are the responsibility of the data controller.
Appendix D - Uniked Kingdom addendum
This UK-Specific Addendum ("UK Addendum") is entered into by the Parties and forms part of the Data Processing Agreement ("DPA") between the UK based Data Controller and Sprii ApS. This UK Addendum ensures compliance with the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018 ("DPA 2018").
D.1. Scope and Application
This Addendum applies where the Data Processor processes personal data subject to the UK GDPR and DPA 2018, in addition to the EU GDPR.
D.2. Supervisory Authority
For UK-based data subjects, the relevant Supervisory Authority is the UK Information Commissioner’s Office (ICO).
D.3. UK Data Transfers
- Any transfer of personal data from the UK to a third country must comply with Chapter V of the UK GDPR.
- If Standard Contractual Clauses (SCCs) under the EU GDPR are used, the **UK International Data Transfer Addendum** must be incorporated.
- Transfers from the UK to the EU are currently deemed adequate under UK law, unless regulatory changes occur.
D.4. Data Breach Notification
- If a data breach involves UK data subjects, the Data Processor shall notify the Data Controller in compliance with UK GDPR.
- The Data Controller must assess whether to notify the UK Information Commissioner's Office (ICO).
D.5. Sub-Processing in the UK
- Where the Data Processor engages a sub-processor for UK-based personal data processing, the sub-processor must adhere to UK GDPR standards.
- Sub-processors located outside the UK must apply the UK International Data Transfer Addendum, where required.
D.6. Governing Law
- This UK Addendum shall be governed by and construed in accordance with the laws of **England and Wale
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