Privacy Policy

Assembley is operated by Assembley ApS, a private limited company incorporated in Denmark.

Assembley ApS Vesterbrogade 13, 4. th, 1620 København V, Denmark CVR no.: 46826779 Privacy: privacy@assembley.co Security: security@assembley.co General enquiries: hello@assembley.co

Where Assembley determines the purposes and means of processing, Assembley is the data controller. Where Assembley processes personal data on behalf of an organisation using the platform, Assembley is a data processor. Section 5 sets out which applies to what.

Unless otherwise stated, references to “Assembley”, “we”, “us” or “our” mean Assembley ApS.

Assembley has assessed that it is not required to appoint a data protection officer under Article 37 GDPR. The contact point for data protection matters is privacy@assembley.co.

Assembley performs three functions:

• Recording — the platform creates Records of what occurred through it: votes as submitted, presence as registered, actions as performed, and the time of each.

• Calculation — the platform performs arithmetic on those Records in accordance with the parameters the Organisation has supplied.

• Attestation — the platform produces tamper-evident material intended to make it detectable if a Record has been changed after it was created.

Assembley does not decide whether an Assembly was validly convened, who was entitled to participate or vote, which majority rule or quorum requirement applies, or whether a resolution or election is valid. Those decisions belong to the Organisation and to the people who conduct its meetings.

This matters for privacy because it explains what we hold and why. We keep a record of what happened, not a judgement about it — and because that record may later be relied on as evidence, parts of it are kept in an append-only, tamper-evident form, designed so that any later change is detectable. Section 13 explains what that means for the right to erasure.

This Privacy Policy applies to personal data processed in connection with:

• the Assembley website;

• Assembley user accounts;

• organisation administration and Assembly configuration;

• Assemblies conducted using Assembley;

• participant, shareholder and member registers uploaded by an Organisation;

• voting and election processes;

• invitations, access links and other Assembly communications;

• access and security logs;

• Records, audit trails and Evidence Packages;

• customer support and correspondence; and

• billing and subscription administration.

It applies to several categories of individual, including organisation administrators, account holders, shareholders, members, participants, voters, proxy holders, candidates, chairs and others who record an outcome, people included in a register uploaded by an Organisation, and visitors to our website.

Not every section applies to every category of individual.

“Assembly”

means a general assembly, annual or extraordinary general meeting, member meeting, board election or other governance or decision-making process in connection with which Assembley is used.

“Configured Parameter”

means a value, rule, threshold, definition, period, method or list entered, selected or confirmed by the Organisation, including majority requirements, quorum definitions, notice periods, voting weights and eligibility lists.

“Evidence Package”

means a technical export containing Records and Attestation data for an Assembly.

“Non-attributed ballot”

means an agenda item configured so that Assembley does not store the association between an individual Participant and that Participant’s voting choice.

“Organisation”

means the company, association or other legal entity using Assembley to conduct an Assembly. The Organisation is referred to as the “Customer” in the Terms and the DPA.

“Outcome Declaration”

means a statement made by a person — typically the chair of the Assembly — as to the result of an agenda item, recorded through Assembley.

“Participant”

means a person invited or authorised to take part in an Assembly through Assembley.

“Record”

means an entry created by Assembley documenting an event that occurred through the platform, including a submitted vote, a registration of presence, an administrative action, a configuration change or a timestamp.

“GDPR”

means Regulation (EU) 2016/679. The terms “controller”, “processor”, “processing”, “personal data” and “personal data breach” have the meanings given in the GDPR.

Where Assembley acts as a controller, we rely on one or more of the following legal bases.

Unless electronic identification is enabled for a particular Assembly, Assembley verifies control of an access credential — such as an email address, an access link or a one-time code. It does not verify the identity of a natural person.

A Record therefore establishes that a submission was made using a given credential at a given time. It does not establish who used that credential.

The Organisation is responsible for deciding what level of assurance its Assembly requires, for the accuracy of the contact details to which credentials are sent, and for the consequences of a credential being forwarded or shared.

Assembley dispatches invitations, access credentials, notices and other messages submitted for sending by an Organisation.

We undertake to dispatch those messages. We cannot undertake that a message will be delivered, will reach an inbox rather than a spam or quarantine folder, or will be opened. Delivery depends on recipient mail systems, filtering rules and other factors outside our control.

Dispatch and delivery status is logged and made available to the Organisation, which is responsible for following up with Participants who have not received or acted on a message.

Where the platform supports non-attributed ballots and the Organisation configures an agenda item as such, Assembley does not store the association between an individual Participant and that Participant’s voting choice.

Availability of this functionality depends on the Organisation’s plan and is described in the Documentation. Where it is not available or has not been enabled, votes are recorded in attributed form.

Participation may still be recorded separately where necessary for quorum, attendance and audit purposes.

Anonymity is a property of the circumstances of a ballot, not a property that software can guarantee. Irrespective of how data is stored, an individual voting choice may be inferable from:

• a small number of voters;

• distinctive or uneven voting weights;

• proxy arrangements;

• turnout, timing or aggregate results;

• information held by the Organisation; or

• information obtained independently outside Assembley.

Assembley does not represent that a third party cannot infer an individual’s voting preference. Our undertaking is limited to the storage behaviour described in the Documentation for the functionality actually enabled. Organisations should configure non-attributed ballots with their own governance requirements in mind.

Certain Records are designed to be append-only and tamper-evident. Modification or deletion of such a Record is detectable and renders the associated Attestation material inconsistent.

The design makes modification detectable; it does not make modification impossible.

The Organisation instructs Assembley to maintain Records in append-only form for the period set out in section 19. This constitutes a documented limitation on erasure, applied for the purpose of establishing, exercising or defending legal claims within the meaning of Article 17(3)(e) GDPR.

Where a request for erasure concerns data held within an append-only Record, we will, on the Organisation’s instruction and so far as technically possible:

• delete or anonymise associated data held outside the append-only structure;

• suppress display of the identifying data in the user interface; and

• retain within the append-only structure only the minimum required to preserve the integrity of the Attestation material.

An Evidence Package demonstrates that the Records we hold for an Assembly are internally consistent and have not been modified since they were created. It does not demonstrate that votes were cast by the persons entitled to cast them, that Participants were correctly identified, that the Assembly was validly convened, or that any resolution or election is valid.

A current list of the sub-processors we use, together with the purpose of each and the location of processing, is published at assembley.co/subprocessors. The categories are:

• cloud infrastructure, database and authentication services;

• application hosting and delivery;

• transactional email dispatch;

• electronic identification services, where enabled for an Assembly; and

• AI-assisted functionality, where enabled — see section 21.

We may add or replace sub-processors. Notice of changes, and the Organisation’s right to object, are governed by the DPA.

Production data is hosted within the European Economic Area (“EEA”).

Certain technology providers may nevertheless involve corporate entities, support personnel or infrastructure located outside the EEA, even where primary production data is hosted within it. Where personal data is transferred outside the EEA, we ensure that a valid transfer mechanism under Chapter V GDPR is in place — an adequacy decision, the European Commission’s Standard Contractual Clauses with any necessary supplementary measures, or another legally recognised mechanism.

We do not claim that no provider entity, personnel or infrastructure is ever located outside the EEA. The position for each sub-processor, and the transfer mechanism relied on, is stated in the sub-processor list referred to in section 15.

Our contracting party, Stripe Payments Europe, Limited, is established in Ireland. Stripe may transfer data to Stripe, LLC in the United States. For processing for its own purposes, Stripe is responsible for those transfers and relies on the EU-U.S. Data Privacy Framework and the European Commission’s Standard Contractual Clauses, as described in its privacy policy. For processing on our behalf, transfers are covered by the Standard Contractual Clauses in Stripe’s data processing terms, a copy of which can be requested at privacy@assembley.co.

We implement technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure and unauthorised access. Depending on the data concerned, these may include:

• encryption in transit and at rest;

• row-level access controls isolating each Organisation’s data;

• role-based permissions and access controls;

• short-lived or single-use access credentials;

• rate limiting on authentication endpoints;

• logging, monitoring and security incident detection;

• database-level protection of vote Records against modification;

• hash-chained event records and Attestation material;

• restricted access to production systems; and

• regular backups and a documented incident response procedure.

We describe the measures we apply. We do not represent that the platform or any data is secure against all forms of attack, unauthorised access or compromise. No internet-based service can be.

You are responsible for the security of your own systems, devices and credentials. Suspected vulnerabilities may be reported to security@assembley.co under the responsible disclosure process published at assembley.co/security.

Where Assembley acts as a processor and becomes aware of a personal data breach affecting an Organisation’s data, we notify that Organisation without undue delay and in any event within 48 hours, and assist it in meeting its obligations under Articles 33 and 34 GDPR, as set out in the DPA.

Where Assembley acts as a controller, we assess and handle personal data breaches in accordance with applicable law, including notification to a supervisory authority and to affected individuals where legally required.

We retain personal data only for as long as necessary for the purposes for which it was collected, unless a longer period is required or permitted by law. Because Assembley is used for governance processes that may later be relied on or challenged, some records are retained longer than ordinary application data.

Category

Retention period

Account data

For as long as the account is active. Deleted or anonymised within 90 days of closure of the account.

Participant and Assembly data other than Records

Deleted or anonymised within 90 days after the end of the subscription or closure of the account, whichever is earlier.

Records and Attestation material for a completed Assembly

5 years from the date the Assembly ended, then deleted or reduced to non-personal form.

Email dispatch and delivery records

90 days, unless a longer period is necessary for security, troubleshooting or legal claims.

Technical and authentication logs

90 days. Logs relating to an identified security incident may be retained for up to 12 months.

Backups

Rolling maximum of 35 days, then overwritten.

Billing and accounting records

Five years from the end of the financial year to which the records relate, as required by the Danish Bookkeeping Act (bogføringsloven), or longer where necessary to establish, exercise or defend legal claims.

Data deleted from active systems may remain in backups until the backup cycle expires. Such data is not restored to active use and is deleted on expiry of the cycle.

Retention periods may be varied by written agreement where an Organisation’s own retention obligations require it.

Where personal data is relevant to an actual or reasonably anticipated legal dispute, regulatory investigation or security incident, we may retain it beyond the periods set out in section 19. Where appropriate, such data is isolated from ordinary processing and retained only for as long as necessary for that purpose.

Where AI-assisted functionality is available and has been enabled by an Organisation, personal data contained in the relevant Records or documents may be processed in order to generate the output.

Output is generated automatically, may be incomplete or inaccurate, and is a draft requiring human review before use. It is never a determination that anything is lawful or valid.

We do not use personal data processed through the platform to train generally available artificial intelligence models. Any provider used for this purpose is identified in the sub-processor list referred to in section 15. The Organisation decides whether to enable the functionality.

Depending on the circumstances, you have the following rights under the GDPR.

To exercise a right concerning processing for which Assembley is the controller, contact privacy@assembley.co. Please provide enough information for us to understand the request and identify the relevant account or processing activity.

We may need to verify your identity before responding, where reasonably necessary to protect personal data against unauthorised disclosure.

We respond without undue delay and in any event within one month of receiving the request. Where a request is complex or where several requests have been made, that period may be extended by up to a further two months as permitted by Article 12 GDPR. We will tell you if an extension applies.

If you took part in an Assembly organised by a third party, that Organisation is the data controller for your participant and voting information. You should contact the Organisation first.

For example, where a company uses Assembley for its annual general meeting, the company decides who may participate, what participant information is used, who has voting rights and with what weight, whether a ballot is non-attributed, and how the resulting records are retained. Assembley processes that information on the company’s behalf.

If you contact us directly about such information, we will refer or forward your request to the relevant Organisation, and we will not respond to the substance of the request ourselves.

If you believe we process your personal data unlawfully, please contact us first so that we can investigate. You also have the right to lodge a complaint with the competent supervisory authority. In Denmark this is:

Datatilsynet Carl Jacobsens Vej 35, 2500 Valby, Denmark www.datatilsynet.dk

If you are located in another EU or EEA member state, you may in certain circumstances lodge a complaint with the supervisory authority in that state.

We use cookies and similar technologies that are necessary to maintain secure sessions, verify access credentials, remember service settings, maintain security, detect misuse and provide essential functionality.

Where we use non-essential cookies or similar technologies requiring consent, we request consent before placing or using them. The technologies used and their purposes are described in the applicable cookie notice and consent mechanism.

We do not use cookies or tracking technologies for behavioural advertising.

We send service-related communications necessary to provide the platform, including account and security notices, Assembly invitations, voting notifications, transactional emails and administrative messages.

Where permitted by law, we may also send limited marketing communications to business contacts. You can unsubscribe at any time. Unsubscribing from marketing does not stop essential service or security communications.

Assembley is intended for organisations and the people involved in their governance processes. The platform is not directed at children, and we do not knowingly collect personal data from children for purposes unrelated to the provision of the service.

Where an Organisation lawfully includes a minor as a Participant, the Organisation is responsible for ensuring that the processing complies with applicable law.

Our website may link to third-party websites or services. This Privacy Policy does not apply to their processing activities, and we recommend reviewing their privacy policies before providing them with personal data.

If Assembley is involved in a merger, acquisition, financing, restructuring, sale of assets or similar transaction, personal data may be transferred or disclosed as reasonably necessary in connection with that transaction, subject to applicable data protection law and appropriate confidentiality and security requirements.

We may update this Privacy Policy to reflect changes to the platform, our infrastructure, our processing activities or applicable law, or to improve its clarity and accuracy.

Where required by law, we provide appropriate notice of material changes. The “Last updated” date at the top of this Privacy Policy shows when it was most recently revised, and previous versions are available on request.

This Privacy Policy is published in English and may be made available in Danish translation. In the event of any discrepancy, the English version prevails, except where mandatory law requires otherwise.

This Privacy Policy describes the processing of personal data under the GDPR and applicable Danish data protection legislation, including the Danish Data Protection Act (databeskyttelsesloven).

Nothing in this Privacy Policy limits any mandatory right available to individuals under applicable data protection law.

Assembley ApS Address: Vesterbrogade 13, 4. th, 1620 København V, Denmark

CVR no.: 46826779 Privacy: privacy@assembley.co Security: security@assembley.co General enquiries: hello@assembley.co