Data Processing Amendment to Private Cloud Agreement
The Customer agreeing to these terms (“Customer”) and intelHUB Private Cloud have entered into a Private Cloud Agreement as applicable (as amended to date, the "Private Cloud Agreement"). This amendment (the “Data Processing Amendment”) is entered into by Customer and intelHUB as of the Amendment Effective Date and amends the Private Cloud Agreement.
The “Amendment Effective Date” is: (a) if this Data Processing Amendment is incorporated directly into the Private Cloud Agreement (whether by reference, or otherwise), the effective date of the Private Cloud Agreement, as defined in that agreement; or (b) if this Data Processing Amendment is not incorporated directly into the Private Cloud Agreement, the date Customer accepts this Data Processing Amendment by clicking to accept these terms.
If this Data Processing Amendment is not incorporated into the Private Cloud Agreement by reference and you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms; (ii) you have read and understand these terms; and (iii) you agree, on behalf of the party you represent, to this Data Processing Amendment.
Version 1.0 of the Data Processing Amendment has taken effect from 25 May 2018 (when the EU’s General Data Protection Regulation came into force).
This Data Processing Amendment reflects the parties’ agreement with respect to terms governing the processing of Customer Data under the Private Cloud Agreement.
2.1. Capitalised terms used but not defined in this Data Processing Amendment have the meanings given in the Private Cloud Agreement. In this Data Processing Amendment, unless expressly stated otherwise:
“Additional Products” means products, services and applications that are not part of the Services but that may be accessible, via the Admin Console or otherwise, for use with the Services.
“Additional Security Controls” means security resources, features, functionality and/or controls that Customer may use at its option and/or as it determines. “Additional Security Controls” may include the Admin Console and other features and functionality of the Services such as two factor authentication, security key enforcement and monitoring capabilities.
“Advertising” means online advertisements displayed by intelHUB to End Users, excluding any advertisements Customer expressly chooses to have intelHUB or any intelHUB Affiliate display in connection with the Services under a separate agreement (for example, Google AdSense advertisements implemented by Customer on a website created by Customer using the “Google Sites and others” functionality within the Services).
“Affiliate” means any entity controlling, controlled by, or under common control with a party, where “control” is defined as (a) the ownership of at least fifty percent (50%) of the equity or beneficial interests of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to exercise a controlling influence over the management or policies of the entity.
“Agreed Liability Cap” means the maximum monetary or payment-based amount at which a party’s liability is capped under the applicable Agreement, either per annual period or event giving rise to liability, as applicable.
“Agreement” means the Private Cloud Agreement, as amended by this Data Processing Amendment and as may be further amended from time to time in accordance with the Private Cloud Agreement.
“Alternative Transfer Solution” means a solution that ensures an adequate level of protection of personal data in a third countryin accordance with Article 45 or 46 of the GDPR (for example, the EU-U.S. Privacy Shield).
“Customer Data” means data (which may include personal data and the categories of data submitted, stored, sent or received via the Services by Customer, its Affiliates or End Users.
“Amendment Effective Date” means, as applicable:
(a) 25 May 2018, if Customer clicked to accept or the parties otherwise agreed to this Data Processing Amendment in respect of the applicable Agreement prior to or on such date; or
(b) the date on which Customer clicked to accept or the parties otherwise agreed to this Data Processing Amendment in respect of the applicable Agreement, if such date is after 25 May 2018.
“Complementary Product Agreement” means: a Private Cloud Identity Agreement; Domain Administrator Agreement; any other agreement under which intelHUB agrees to provide identity services as such to Customer; or any other agreement that incorporates this Data Processing Amendment by reference or states that it will apply if accepted by Customer.
“Complementary Product Services Summary” means the then-current description of the services provided under a Complementary Product Agreement, as set out in the applicable Agreement.
“Core Services for Private Cloud” means the Core Services for Private Cloud.
“Customer Data” means data submitted, stored, sent or received via the Services by Customer, its Affiliates or End Users.
“Customer Personal Data” means personal data contained within the Customer Data.
“Data Incident” means a breach of intelHUB’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by intelHUB. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
“Domain” means the primary domain and any secondary domains managed together by Customer within a single instance of the Admin Console.
“EEA” means the European Economic Area.
“European Data Protection Legislation” means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).
“Full Activation Date” means: (a) if this Data Processing Amendment is incorporated into the applicable Agreement by reference, the Amendment Effective Date; or (b) if the parties otherwise agreed to this Data Processing Amendment, the eighth day after the Amendment Effective Date.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
“Private Cloud Agreement” means: one or more Order Form(s) specifying that intelHUB will provide the Core Services for Private Cloud under a Master Agreement, combined with a set of General Terms and a Private Cloud Services Schedule; a Private Cloud Agreement; a Private Cloud for Education Agreement; Via Reseller version of any of the foregoing agreements; or any other agreement under which intelHUB agrees to provide the Core Services for Private Cloud to Customer.
“Private Cloud Services Summary” means the then-current description of the Core Services for Private Cloud and related editions, (as may be updated by intelHUB from time to time in accordance with the Private Cloud Agreement).
“Model Contract Clauses” or “MCCs” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
“Non-European Data Protection Legislation” means data protection or privacy legislation other than the European Data Protection Legislation.
“Notification Email Address” means the email address(es) designated by Customer in the Admin Console or the Order Form to receive certain notifications from intelHUB.
“Security Documentation” means all documents and information made available by intelHUB (Reviews of Security Documentation).
“Security Measures” has the meaning (intelHUB’s Security Measures).
“Services” means the following services, as applicable: (a) the Core Services for Private Cloud.
“SOC 2 Report” means a confidential Service Organisation Control (SOC) 2 Report (or a comparable report) on intelHUB’s and Subprocessors systems examining logical security controls, physical security controls, and system availability.
“Subprocessors” means third parties authorised under this Data Processing Amendment to have logical access to and process Customer Data in order to provide parts of the Services and related technical support.
“Term” means the period from the Amendment Effective Date until the end of intelHUB’s provision of the Services under the applicable Agreement, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which intelHUB may continue providing the Services for transitional purposes.
2.2. The terms “personal data”, “data subject”, “processing”, “controller”, “processor” and “supervisory authority” as used in this Data Processing Amendment have the meanings given in the GDPR, and the terms “data importer” and “data exporter” have the meanings given in the Model Contract Clauses, in each case irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies.
3. Duration of Data Processing Amendment
This Data Processing Amendment will take effect on the Amendment Effective Date and, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by intelHUB as described in this Data Processing Amendment.
4. Scope of Data Protection Legislation
4.1 Application of European Legislation. The parties acknowledge and agree that the European Data Protection Legislation will apply to the processing of Customer Personal Data if, for example:
(a) the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA; and/or
(b) the Customer Personal Data is personal data relating to data subjects who are in the EEA and the processing relates to the offering to them of goods or services in the EEA or the monitoring of their behaviour in the EEA.
4.2 Application of Non-European Legislation. The parties acknowledge and agree that Non-European Data Protection Legislation may also apply to the processing of Customer Personal Data.
4.3 Application of Data Processing Amendment. Except to the extent this Data Processing Amendment states otherwise, the terms of this Data Processing Amendment will apply irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies to the processing of Customer Personal Data.
5. Processing of Data
5.1 Roles and Regulatory Compliance; Authorisation.
5.1.1. Processor and Controller Responsibilities. If the European Data Protection Legislation applies to the processing of Customer Personal Data, the parties acknowledge and agree that:
(a) the subject matter and details of the processing are described in Appendix 1;
(b) intelHUB is a processor of that Customer Personal Data under the European Data Protection Legislation;
(c) Customer is a controller or processor, as applicable, of that Customer Personal Data under the European Data Protection Legislation; and
(d) each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of that Customer Personal Data.
5.1.2. Authorisation by Third Party Controller. If the European Data Protection Legislation applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants to intelHUB that Customer’s instructions and actions with respect to that Customer Personal Data, including its appointment of intelHUB as another processor, have been authorised by the relevant controller.
5.1.3. Responsibilities under Non-European Legislation. If Non-European Data Protection Legislation applies to either party’s processing of Customer Personal Data, the parties acknowledge and agree that the relevant party will comply with any obligations applicable to it under that legislation with respect to the processing of that Customer Personal Data.
5.2 Scope of Processing.
5.2.1 Customer’s Instructions. By entering into this Data Processing Amendment, Customer instructs intelHUB to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services and related technical support; (b) as further specified via Customer’s use of the Services (including the Admin Console and other functionality of the Services) and related technical support; (c) as documented in the form of the applicable Agreement, including this Data Processing Amendment; and (d) as further documented in any other written instructions given by Customer and acknowledged by intelHUB as constituting instructions for purposes of this Data Processing Amendment.
5.2.2 intelHUB’s Compliance with Instructions. As from the Full Activation Date, intelHUB will comply with the instructions described in Section 5.2.1 (Customer’s Instructions) (including with regard to data transfers) unless EU or EU Member State law to which intelHUB is subject requires other processing of Customer Personal Data by intelHUB, in which case intelHUB will inform Customer (unless that law prohibits intelHUB from doing so on important grounds of public interest) via the Notification Email Address. For clarity, intelHUB will not process Customer Personal Data for Advertising purposes or serve Advertising in the Services.
5.3. Additional Products. If intelHUB at its option makes any Additional Products available to Customer in accordance with the Additional Product Terms (if applicable), and if Customer opts to install or use those Additional Products, the Services may allow those Additional Products to access Customer Personal Data as required for the interoperation of the Additional Products with the Services. For clarity, this Data Processing Amendment does not apply to the processing of personal data in connection with the provision of any Additional Products installed or used by Customer, including personal data transmitted to or from such Additional Products. Customer may use the functionality of the Services to enable or disable Additional Products, and is not required to use Additional Products in order to use the Services.
6. Data Deletion
6.1. Deletion During Term. intelHUB will enable Customer and/or End Users to delete Customer Data during the applicable Term in a manner consistent with the functionality of the Services. If Customer or an End User uses the Services to delete any Customer Data during the applicable Term and the Customer Data cannot be recovered by Customer or an End User (such as from the “trash”), this use will constitute an instruction to intelHUB to delete the relevant Customer Data from intelHUB’s systems in accordance with applicable law. intelHUB will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless EU or EU Member State law requires storage.
6.2. Deletion on Term Expiry. Subject to Section 6.3 (Deferred Deletion Instruction), on expiry of the applicable Term Customer instructs intelHUB to delete all Customer Data (including existing copies) from intelHUB’s systems in accordance with applicable law. intelHUB will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless EU or EU Member State law requires storage. Without prejudice to Section 9.1 (Access; Rectification; Restricted Processing; Portability), Customer acknowledges and agrees that Customer will be responsible for exporting, before the applicable Term expires, any Customer Data it wishes to retain afterwards.
6.3. Deferred Deletion Instruction. To the extent any Customer Data covered by the deletion instruction described in Section 6.2 (Deletion on Term Expiry) is also processed, when the applicable Term under Section 6.2 expires, in relation to an Agreement with a continuing Term, such deletion instruction will only take effect with respect to such Customer Data when the continuing Term expires. For clarity, this Data Processing Amendment will continue to apply to such Customer Data until its deletion by intelHUB.
7. Data Security
7.1. intelHUB’s Security Measures, Controls and Assistance.
7.1.1. intelHUB’s Security Measures. intelHUB will implement and maintain technical and organisational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access as described in Appendix 2 (the “Security Measures”). As described in Appendix 2, the Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of intelHUB’s systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. Google may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.
7.1.2. Security Compliance by intelHUB Staff. intelHUB will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, including ensuring that all persons authorised to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
7.1.3. Additional Security Controls. In addition to the Security Measures, intelHUB will make the Additional Security Controls available to: (a) allow Customer to take steps to secure Customer Data; and (b) provide Customer with information about securing, accessing and using Customer Data.
7.1.4. intelHUB’s Security Assistance. Customer agrees that intelHUB will (taking into account the nature of the processing of Customer Personal Data and the information available to intelHUB) assist Customer in ensuring compliance with any of Customer’s obligations in respect of security of personal data and personal data breaches, including if applicable Customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:
(a) implementing and maintaining the Security Measures in accordance with Section 7.1.1 (intelHUB’s Security Measures);
(b) making the Additional Security Controls available to Customer in accordance with Section 7.1.3 (Additional Security Controls);
(c) complying with the terms of Section 7.2 (Data Incidents); and
(d) providing Customer with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in the applicable Agreement including this Data Processing Amendment.
7.2. Data Incidents.
7.2.1. Incident Notification. If intelHUB becomes aware of a Data Incident, intelHUB will: (a) notify Customer of the Data Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimise harm and secure Customer Data.
7.2.2. Details of Data Incident. Notifications made pursuant to this section will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps intelHUB recommends Customer take to address the Data Incident.
7.2.3. Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address or, at intelHUB’s discretion, by direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for ensuring that the Notification Email Address is current and valid.
7.2.4. No Assessment of Customer Data by intelHUB. intelHUB will not assess the contents of Customer Data in order to identify information subject to any specific legal requirements. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third party notification obligations related to any Data Incident(s).
7.2.5. No Acknowledgment of Fault by intelHUB. intelHUB’s notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by intelHUB of any fault or liability with respect to the Data Incident.
7.3. Customer’s Security Responsibilities and Assessment.
7.3.1. Customer’s Security Responsibilities. Customer agrees that, without prejudice to intelHUB’s obligations under Section 7.1 (intelHUB’s Security Measures, Controls and Assistance) and Section 7.2 (Data Incidents):
(a) Customer is solely responsible for its use of the Services, including:
(i) making appropriate use of the Services and the Additional Security Controls to ensure a level of security appropriate to the risk in respect of the Customer Data;
(ii) securing the account authentication credentials, systems and devices Customer uses to access the Services; and
(iii) backing up its Customer Data; and
(b) intelHUB has no obligation to protect Customer Data that Customer elects to store or transfer outside of intelHUB’s and its Subprocessors’ systems (for example, offline or on-premise storage), or to protect Customer Data by implementing or maintaining Additional Security Controls except to the extent Customer has opted to use them.
7.3.2. Customer’s Security Assessment.
(a) Customer is solely responsible for reviewing the Security Documentation and evaluating for itself whether the Services, the Security Measures, the Additional Security Controls and intelHUB’s commitments under this Section 7 (Data Security) will meet Customer’s needs, including with respect to any security obligations of Customer under the European Data Protection Legislation and/or Non-European Data Protection Legislation, as applicable.
(b) Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by intelHUB as set out in Section 7.1.1 (intelHUB’s Security Measures) provide a level of security appropriate to the risk in respect of the Customer Data.
7.4. Security Certifications and Reports. intelHUB will do the following to evaluate and help ensure the continued effectiveness of the Security Measures:
(a) update the SOC 2 Report at least once every 18 months.
7.5. Reviews and Audits of Compliance.
7.5.1. Reviews of Security Documentation. In addition to the information contained in the applicable Agreement including this Data Processing Amendment, intelHUB will make available for review by Customer the following documents and information to demonstrate compliance by intelHUB with its obligations under this Data Processing Amendment:
(a) the then-current SOC 2 Report, following a request by Customer in accordance with Section 7.5.3(a).
7.5.2. Customer’s Audit Rights.
(a) If the European Data Protection Legislation applies to the processing of Customer Personal Data, intelHUB will allow Customer or an independent auditor appointed by Customer to conduct audits to verify intelHUB’s compliance with its obligations under this Data Processing Amendment in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits). intelHUB will contribute to such audits as described in Section 7.4 (Security Certifications and Reports) and this Section 7.5 (Reviews and Audits of Compliance).
(b) If Customer has entered into Model Contract Clauses as described in Section 10.2 (Transfers of Data Out of the EEA), intelHUB will, without prejudice to any audit rights of a supervisory authority under such Model Contract Clauses, allow Customer or an independent auditor appointed by Customer to conduct audits as described in the Model Contract Clauses in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits).
(c) Customer may also conduct an audit to verify intelHUB’s compliance with its obligations under this Data Processing Amendment by reviewing the Security Documentation (which reflects the outcome of audits conducted by intelHUB’s Third Party Auditor).
7.5.3. Additional Business Terms for Reviews and Audits.
(a) Customer must send any requests for reviews of the SOC 2 Report under Section 7.5.1(c) or audits under Section 7.5.2(a) or 7.5.2(b) to intelHUB’s Cloud Data Protection Team as described in Section 12 (Cloud Data Protection Team; Processing Records).
(b) Following receipt by intelHUB of a request under Section 7.5.3(a), intelHUB and Customer will discuss and agree in advance on: (i) the reasonable date(s) of and security and confidentiality controls applicable to any review of the SOC 2 Report under Section 7.5.1(c); and (ii) the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit under Section 7.5.2(a) or 7.5.2(b).
(c) intelHUB may charge a fee (based on intelHUB’s reasonable costs) for any review of the SOC 2 Report under Section 7.5.1(c) and/or audit under Section 7.5.2(a) or7.5.2(b). intelHUB will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such review or audit. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
(d) intelHUB may object in writing to an auditor appointed by Customer to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in intelHUB’s reasonable opinion, not suitably qualified or independent, a competitor of intelHUB, or otherwise manifestly unsuitable. Any such objection by intelHUB will require Customer to appoint another auditor or conduct the audit itself.
7.5.4. No Modification of MCCs. Nothing in this Section 7.5 (Reviews and Audits of Compliance) varies or modifies any rights or obligations of Customer or intelHUB under any Model Contract Clauses entered into as described in Section 10.2 (Transfers of Data Out of the EEA).
8. Impact Assessments and Consultations
Customer agrees that intelHUB will (taking into account the nature of the processing and the information available to intelHUB) assist Customer in ensuring compliance with any obligations of Customer in respect of data protection impact assessments and prior consultation, including if applicable Customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by:
(a) providing the Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls) and the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation); and
(b) providing the information contained in the applicable Agreement including this Data Processing Amendment.
9. Data Subject Rights Data Export
9.1. Access; Rectification; Restricted Processing; Portability. During the applicable Term, intelHUB will, in a manner consistent with the functionality of the Services, enable Customer to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by intelHUB as described in Section 6.1 (Deletion During Term), and to export Customer Data.
9.2. Data Subject Requests.
9.2.1. Customer’s Responsibility for Requests. During the applicable Term, if intelHUB receives any request from a data subject in relation to Customer Personal Data, intelHUB will advise the data subject to submit his/her request to Customer, and Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
9.2.2. intelHUB’s Data Subject Request Assistance. Customer agrees that (taking into account the nature of the processing of Customer Personal Data) intelHUB will assist Customer in fulfilling any obligation to respond to requests by data subjects, including if applicable Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR, by:
(a) providing the Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls); and
(b) complying with the commitments set out in Section 9.1 (Access; Rectification; Restricted Processing; Portability) and Section 9.2.1 (Customer’s Responsibility for Requests).
10. Data Transfers
10.1. Data Storage and Processing Facilities. Customer agrees that intelHUB may, subject to Section 10.2 (Transfers of Data Out of the EEA), store and process Customer Data in the United States and any other country in which intelHUB or any of its Subprocessors maintains or has the use of facilities.
10.2. Transfers of Data Out of the EEA.
10.2.1. intelHUB’s Transfer Obligations. If the storage and/or processing of Customer Personal Data (as set out in Section 10.1 (Data Storage and Processing Facilities)) involves transfers of Customer Personal Data out of the EEA and the European Data Protection Legislation applies to the transfers of such data (“Transferred Personal Data”), intelHUB will:
(a) if requested to do so by Customer, ensure that intelHUB as the data importer of the Transferred Personal Data enters into Model Contract Clauses with Customer as the data exporter of such data, and that the transfers are made in accordance with such Model Contract Clauses; and/or
(b) offer an Alternative Transfer Solution, ensure that the transfers are made in accordance with such Alternative Transfer Solution, and make information available to Customer about such Alternative Transfer Solution.
10.2.2 Customer’s Transfer Obligations. In respect of Transferred Personal Data, Customer agrees that:
(a) if under the European Data Protection Legislation intelHUB reasonably requires Customer to enter into Model Contract Clauses in respect of such transfers, Customer will do so; and
(b) if under the European Data Protection Legislation intelHUB reasonably requires Customer to use an Alternative Transfer Solution offered by intelHUB, and reasonably requests that Customer take any action (which may include execution of documents) strictly required to give full effect to such solution, Customer will do so.
10.3. Data Centre Information. Information about the locations of data centres is available at: https://intelhub.net/data-centres (as may be updated by intelHUB from time to time).
10.4 Disclosure of Confidential Information Containing Personal Data. If Customer has entered into Model Contract Clauses as described in Section 10.2 (Transfers of Data Out of the EEA), intelHUB will, notwithstanding any term to the contrary in the applicable Agreement, ensure that any disclosure of Customer’s Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.
11.1. Consent to Subprocessor Engagement. Customer specifically authorises the engagement of intelHUB’s Affiliates as Subprocessors. In addition, Customer generally authorises the engagement of any other third parties as Subprocessors (“Third Party Subprocessors”). If Customer has entered into Model Contract Clauses as described in Section 10.2 (Transfers of Data Out of the EEA), the above authorisations will constitute Customer’s prior written consent to the subcontracting by intelHUB Private Cloud of the processing of Customer Data if such consent is required under the Model Contract Clauses.
11.2. Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available athttps://intelhub.net/terms-and-conditions/general-data-protection-regulation (as may be updated by intelHUB from time to time in accordance with this Data Processing Amendment).
11.3. Requirements for Subprocessor Engagement. When engaging any Subprocessor, intelHUB will:
(a) ensure via a written contract that:
(i) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the applicable Agreement (including this Data Processing Amendment) and any Model Contract Clauses entered into or Alternative Transfer Solution adopted by intelHUB as described in Section 10.2 (Transfers of Data Out of the EEA); and
(ii) if the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR, as described in this Data Processing Amendment, are imposed on the Subprocessor; and
(b) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.
11.4. Opportunity to Object to Subprocessor Changes.
(a) When any new Third Party Subprocessor is engaged during the applicable Term, intelHUB will, at least 30 days before the new Third Party Subprocessor processes any Customer Data, inform Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) either by sending an email to the Notification Email Address or via the Admin Console.
(b) Customer may object to any new Third Party Subprocessor by terminating the applicable Agreement immediately upon written notice to intelHUB, on condition that Customer provides such notice within 90 days of being informed of the engagement of the subprocessor as described in Section 11.4(a). This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Third Party Subprocessor.
12. Cloud Data Protection Team; Processing Records
12.1. intelHUB’s Cloud Data Protection Team. intelHUB’s Cloud Data Protection Team can be contacted by Customer’s Administrators on our main telephone number and/or by Customer by providing a notice to intelHUB as described in the applicable Agreement.
12.2. intelHUB’s Processing Records. Customer acknowledges that intelHUB is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which intelHUB is acting and, where applicable, of such processor’s or controller’s local representative and data protection officer; and (b) make such information available to the supervisory authorities. Accordingly, if the GDPR applies to the processing of Customer Personal Data, Customer will, where requested, provide such information to intelHUB via the Admin Console or other means provided by intelHUB, and will use the Admin Console or such other means to ensure that all information provided is kept accurate and up-to-date.
13.1. Liability Cap. If Model Contract Clauses have been entered into as described in Section 10.2 (Transfers of Data Out of the EEA), the total combined liability of either party and its Affiliates towards the other party and its Affiliates under or in connection with the applicable Agreement and such Model Contract Clauses combined will be limited to the Agreed Liability Cap for the relevant party, subject to Section 13.2 (Liability Cap Exclusions).
13.2. Liability Cap Exclusions. Nothing in Section 13.1 (Liability Cap) will affect the remaining terms of the applicable Agreement relating to liability (including any specific exclusions from any limitation of liability).
14. Third Party Beneficiary
Notwithstanding anything to the contrary in the applicable Agreement, where intelHUB is not a party to such Agreement, intelHUB will be a third party beneficiary of Section 7.5 (Reviews and Audits of Compliance), Section 11.1 (Consent to Subprocessor Engagement) and Section 13 (Liability) of this Data Processing Amendment.
15. Effect of Amendment
To the extent of any conflict or inconsistency between the terms of this Data Processing Amendment and the remainder of the applicable Agreement, the terms of this Data Processing Amendment will govern. Subject to the amendments in this Data Processing Amendment, such Agreement remains in full force and effect. For clarity, if Customer has entered more than one Agreement, this Data Processing Amendment will amend each of the Agreements separately.
Appendix 1: Subject Matter and Details of the Data Processing
intelHUB’s provision of the Services and related technical support to Customer.
Duration of the Processing
The applicable Term plus the period from expiry of such Term until deletion of all Customer Data by intelHUB in accordance with the Data Processing Amendment.
Nature and Purpose of the Processing
intelHUB will process Customer Personal Data submitted, stored, sent or received by Customer, its Affiliates or End Users via the Services for the purposes of providing the Services and related technical support to Customer in accordance with the Data Processing Amendment.
Categories of Data
Personal data submitted, stored, sent or received by Customer, its Affiliates or End Users via the Services may include the following categories of data: user IDs, email, documents, presentations, images, calendar entries, tasks and other data.
Personal data submitted, stored, sent or received via the Services may concern the following categories of data subjects: End Users including Customer’s employees and contractors; the personnel of Customer’s customers, suppliers and subcontractors; and any other person who transmits data via the Services, including individuals collaborating and communicating with End Users.
Appendix 2: Security Measures
As from the Amendment Effective Date, intelHUB will implement and maintain the Security Measures set out in this Appendix 2 to the Data Processing Amendment. intelHUB may update or modify such Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.
1. Data Centre & Network Security
(a) Data Centres.
Infrastructure. intelHUB maintains geographically distributed data centres. intelHUB stores all production data in physically secure data centres.
Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimise the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow Google to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data centre equipment is scheduled through a standard change process according to documented procedures.
Power. The data centre electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, and 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data centre. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data centre, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data centre at full capacity typically for a period of days.
Server Operating Systems. The servers use a Linux based implementation customised for the application environment. Data is stored using proprietary algorithms to augment data security and redundancy. intelHUB employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.
Businesses Continuity. intelHUB replicates data over multiple systems to help to protect against accidental destruction or loss. intelHUB has designed and regularly plans and tests its business continuity planning/disaster recovery programs.
(b) Networks & Transmission.
Data Transmission. Data centres are typically connected via high-speed private links to provide secure and fast data transfer between data centres. This is designed to prevent data from being read, copied, altered or removed without authorisation during electronic transfer or transport or while being recorded onto data storage media. intelHUB transfers data via Internet standard protocols.
External Attack Surface. intelHUB employs multiple layers of network devices and intrusion detection to protect its external attack surface. intelHUB considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.
Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. intelHUB’s intrusion detection involves:
1. Tightly controlling the size and make-up of intelHUB’s attack surface through preventative measures;
2. Employing intelligent detection controls at data entry points; and
3. Employing technologies that automatically remedy certain dangerous situations.
Incident Response. intelHUB monitors a variety of communication channels for security incidents, and intelHUB’s security personnel will react promptly to known incidents.
Encryption Technologies. intelHUB makes HTTPS encryption (also referred to as SSL or TLS connection) available. intelHUB servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimise the impact of a compromised key, or a cryptographic breakthrough.
2. Access and Site Controls
(a) Site Controls.
On-site Data Centre Security Operation. The data centres maintain an on-site security operation responsible for all physical data centre security functions 24 hours a day, 7 days a week. The on-site security operation personnel monitor Closed Circuit TV (CCTV) cameras and all alarm systems. On-site Security operation personnel perform internal and external patrols of the data centre regularly.
Data Centre Access Procedures.
intelHUB maintains formal access procedures for allowing physical access to the data centres. The data centres are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data centre are required to identify themselves as well as show proof of identity to on-site security operations. Only authorised employees, contractors and visitors are allowed entry to the data centres. Only authorised employees and contractors are permitted to request electronic card key access to these facilities. Data centre electronic card key access requests must be made through e-mail, and require the approval of the requestor’s manager and the data centre director. All other entrants requiring temporary data centre access must: (i) obtain approval in advance from the data centre managers for the specific data centre and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data centre access record identifying the individual as approved.
On-site Data Centre Security Devices.
The data centres employ an electronic card key and biometric access control system that is linked to a system alarm. The access control system monitors and records each individual’s electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorised activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorised access throughout the business operations and data centres is restricted based on zones and the individual’s job responsibilities. The fire doors at the data centres are alarmed. CCTV cameras are in operation both inside and outside the data centres. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data centre building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centres connect the CCTV equipment. Cameras record on site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for up to 30 days based on activity.
(b) Access Control.
Infrastructure Security Personnel.
intelHUB has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. intelHUB’s infrastructure security personnel are responsible for the ongoing monitoring of intelHUB’s security infrastructure, the review of the Services, and responding to security incidents.
Access Control and Privilege Management.
Customer’s Administrators and End Users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Services. Each application checks credentials in order to allow the display of data to an authorised End User or authorised Administrator.
Internal Data Access Processes and Policies – Access Policy.
intelHUB’s internal data access processes and policies are designed to prevent unauthorised persons and/or systems from gaining access to systems used to process personal data. intelHUB aims to design its systems to: (i) only allow authorised persons to access data they are authorised to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorisation during processing, use and after recording. The systems are designed to detect any inappropriate access. intelHUB employs a centralised access management system to control personnel access to production servers, and only provides access to a limited number of authorised personnel. LDAP, Kerberos and a proprietary system utilising SSH certificates are designed to provide intelHUB with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. intelHUB requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimise the potential for unauthorised account use. The granting or modification of access rights is based on: the authorised personnel’s job responsibilities; job duty requirements necessary to perform authorised tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with intelHUB’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include password expiry, restrictions on password reuse and sufficient password strength. For access to extremely sensitive information (e.g., credit card data), intelHUB uses hardware tokens.
(a) Data Storage, Isolation & Authentication.
intelHUB stores data in a multi-tenant environment on servers. Data, the Services database and file system architecture are replicated between multiple geographically dispersed data centres. intelHUB logically isolates data on a per End User basis at the application layer. intelHUB logically isolates each Customer’s data, and logically separates each End User’s data from the data of other End Users, and data for an authenticated End User will not be displayed to another End User (unless the former End User or an Administrator allows the data to be shared). A central authentication system is used across all Services to increase uniform security of data.
(b) Decommissioned Disks and Disk Erase Policy.
Certain disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned (“Decommissioned Disk”). Every Decommissioned Disk is subject to a series of data destruction processes (the “Disk Erase Policy”) before leaving intelHUB’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk’s serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Disk Erase Policy.
4. Personnel Security
intelHUB personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. intelHUB conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.
Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, intelHUB’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (eg., certifications). intelHUB’s personnel will not process Customer Data without authorisation.
5. Subprocessor Security
Before on-boarding Subprocessors, intelHUB conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once intelHUB has assessed the risks presented by the Subprocessor, then subject always to the requirements set out in Section 11.3 (Requirements for Subprocessor Engagement) of this Data Processing Amendment, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.
Want To Know More
Need further information or require a quotation?
All calls are recorded for security, training and quality purposes
0330 2233 409
Our lines are open Monday to Friday from 9am to 5.30pm. Dialling an 0330 number costs the same to dial as a call to a geographic (local) number. They cost the same to call from a landline or mobile and are included in mobile call packages.
Where am I calling?
You are calling our Network Operations Centre based in London, United Kingdom.
Just so you know, we are not able to accept telesales or telemarketing calls and can't be transferred.