This Data Processing Agreement (DPA) regulates the processing of customer data including personal data as per the requirements of the UK General Data Protection Regulation.

This DPA is entered into between us (the Data Processor) and you (the Data Controller) and is incorporated into and governed by the terms of the Agreement.

In no event shall the DPA become effective later than July 1st, 2021 for any data processing activities requested by you as the Data Controller from us as the Data Processor.

The parties agree as follows:

1. Definitions

For the purposes of the clauses in this Data Processing Agreement:

  • Agreement” shall mean the agreement between you and us for the provision of the Cloud Service as defined in the Terms of Service.
  • Affiliate” means any corporation or other business entity, now or hereafter existing, who directly or indirectly controls, is controlled by or is under common control with one of the contracting parties. As used herein, “control” means (a) the power, by ownership of voting equity, contract or otherwise, to elect a majority of the board of directors or other governing body of the subject entity or to otherwise direct the management and policies of the subject entity, or (b) the record or beneficial ownership, directly or indirectly, alone or in combination with one or more Affiliate(s), other than by way of security interest only, of more than 50% of the voting rights, income or capital of the subject entity; and “controlled” has a corresponding meaning.
  • Authorised Affiliate” means Your Affiliate(s) who are permitted to use the Cloud Service pursuant to the terms of the Agreement, but who have not signed the Agreement or a Purchase.
  • Controller” shall mean you.
  • Customer Data” means all files, content, metadata, Personal Data, Confidential Information and any other data stored or processed via the Services as requested by you as the Controller.
  • Data Subject” shall have the same meaning as in Article 4, paragraph 1 of the UK GDPR or under any equivalent data protection regulation of applicable law. Without limiting the foregoing, Data Subject essentially means a natural person who is the subject of Personal Data.
  • DPA” means this data processing agreement together with its Appendices 1 and 2.
  • Personal Data” shall have the same meaning as in Article 4, paragraph 1 of the UK GDPR, or under any equivalent data protection regulation of applicable law. Without limiting the foregoing, Personal Data means any information that could be used to identify a natural person, directly or indirectly, in particular by reference to a name or personal identification number, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
  • Processor” means us.
  • Services” means services provided in exchange for Credit balance or provided free by Centerprise International as described on the pages of the Website relevant to that service. Services include only those services which are offered via the Website including but not limited to the provision of virtual servers, core-CPU power, disk data storage, RAM, network data transfer, IP addresses and VLANs. Services are provided in accordance with the Agreement.
  • Standard Contractual Clauses”  means the Article 46 andRecital 109 referred to in UK GDPR legislation for personal data transfer from controllers to processors and third countries.
  • Sub-Processor” means any person or entity engaged by us or any of our Affiliates to process Customer Data in the provision of the Services to you.

Any capitalised term not defined in this DPA shall have the meaning given to it in the Agreement.

2. Purpose

  • 2.1 We have agreed to provide the Services to you in accordance with the terms of the Agreement. In providing the Services, we shall process Customer Data on behalf of you. We will process and protect such Customer Data in accordance with the terms of this DPA.

3. Scope

  • 3.1 In providing the Services to you pursuant to the terms of the Agreement, we shall process Customer Data only to the extent necessary to provide the Services in accordance with both the terms of the Agreement and this DPA.
  • 3.2 The details of the data processing activities to be performed by us and in particular the special categories of Personal Data where applicable are specified in Appendix 1 which forms an integral part of this DPA.

4. Obligations of the Processor

  • 4.1 We may collect, process or use Customer Data only within the scope of this DPA.
  • 4.2 We confirm that we shall process Customer Data on behalf of you and shall take steps to ensure that any natural person acting under the authority of us who has access to Customer Data does not process the Customer Data except on instructions from you.
  • 4.3 We shall promptly inform you, if in our opinion, any of the instructions regarding the processing of Customer Data provided by you, breach any applicable data protection laws, in which case you are entitled to suspend the transfer of data.
  • 4.4 We shall ensure that all employees, agents, officers and contractors involved in the handling of Customer Data: (i) are aware of the confidential nature of the Customer Data and are contractually bound to keep the Customer Data confidential; (ii) have received appropriate training on their responsibilities as a data processor; and (iii) are bound by the terms of this DPA.
  • 4.5 We shall implement appropriate technical and organisational procedures to protect Customer Data, 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.
  • 4.6 We shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Customer Data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Data transmitted, stored or otherwise processed.
  • 4.7 We confirm that we have implemented the technical and organisational security measures specified in Appendix 2 before processing the Personal Data. You accept and agree that the technical and organisational measures are subject to development and review and that we may use alternative suitable measures to those detailed in the attachments to this DPA.
  • 4.8 We confirm that, unless you give us explicit permission, we will never inspect your stored data and will only measure the volume of your transmitted data for billing purposes or inspect your transmitted data to investigate suspected violations of our Acceptable Use Policy. We will never disclose your data to any third party unless we are required to do so by court or administrative order.
  • 4.9 Where Customer Data relating to a UK Data Subject is transferred outside of the UK, it shall be processed:
    • 4.9.1 in a third country or territory recognised by the UK Information Commissioner’s Office as having an adequate level of protection;
    • 4.9.2 in accordance to with legally recognised safeguards;
    • 4.9.3 in accordance with Standard Contractual Clauses in all other cases.
  • 4.10 Taking into account the nature of the processing and the information available to us, we shall assist you by having in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject’s rights and your compliance with your data protection obligations in respect of the processing of Customer Data.
  • 4.11 We confirm that we and/or our Affiliate(s) have appointed a data protection officer where such appointment is required by applicable data protection legislation. The appointed data protection officer may be reached at dpo@centerprise.co.uk.

5. Obligations of the Controller

  • 5.1 You represent and warrant that you shall comply with the terms of the Agreement, this DPA and all applicable data protection laws.
  • 5.2 You represent and warrant that you have obtained any and all necessary permissions and authorisations necessary to permit us, our Affiliates and Sub-Processors, to execute their rights or perform their obligations under this DPA.
  • 5.3 You are responsible for compliance with all applicable data protection legislation, including requirements with regards to the transfer of Customer Data under this DPA and the Agreement.
  • 5.4 All Affiliate(s) of you who use the Services shall comply with your obligations set out in this DPA.
  • 5.5 You shall implement appropriate technical and organisational procedures to protect Customer Data, 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. You shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Customer Data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Data transmitted, stored or otherwise processed.
  • 5.6 You shall take steps to ensure that any natural person acting under your authority who has access to Customer Data does not process the Customer Data except on your instructions.
  • 5.7 You shall agree to forward any notification received from the Processor or any Sub-processor pursuant to Clause 4.3 to the data protection supervisory authority if the you decide to continue the processing or to lift the suspension.
  • 5.8 You may require correction, deletion, blocking and/or making available the Customer Data during or after termination of the Agreement. We will process the request to the extent it is lawful, and will reasonably fulfil such request in accordance with its standard operational procedures to the extent possible.
  • 5.9 You acknowledge and agree that some instructions from you, including destruction or return of data from us, may result in additional fees. In such a case, we will notify you of such fees in advance unless otherwise agreed.

6. Sub-Processors

  • 6.1 You acknowledge and agree that: (i) Our Affiliate(s) may be used as Sub-processors; and (ii) we and our Affiliate(s) respectively may engage Sub-processors in connection with the provision of the Services.
  • 6.2 All Sub-processors who process Customer Data in the provision of the Services to you shall comply with our obligations set out in this DPA.
  • 6.3 Where Sub-processors are located outside of the EEA, we confirm that such Sub-processors: (i) are located in a third country or territory recognised by the EU Commission to have an adequate level of protection; or (ii) have entered into Standard Contractual Clauses with us; or (iii) have other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.
  • 6.4 We shall make available to you the current list of Sub-processors upon request which shall include the identities of Sub-processors and their country of location. During the term of this DPA, we shall provide you with prior notification, via email, of any changes to the list of Sub-processor(s) who may process Customer Data before authorising any new or replacement Sub-processor(s) to process Customer Data in connection with the provision of the Services.
  • 6.5 You may object to the use of a new or replacement Sub-processor, by notifying us promptly in writing within ten (10) Business Days after receipt of our notice. If you object to a new or replacement Sub-processor, and that objection is not unreasonable, you may terminate the Agreement or applicable Purchase with respect to those services which cannot be provided by us without the use of the new or replacement Sub-processor. We will refund you any prepaid fees covering the remainder of the term of the Agreement (or applicable Purchase) following the effective date of termination with respect to such terminated services.

7. Liability

  • 7.1 The limitations on liability set out in the Agreement apply to all claims made pursuant to any breach of the terms of this DPA.
  • 7.2 The parties agree that we shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of our Sub-processors to the same extent we would be liable if performing the services of each Sub-processor directly under the terms of the DPA, subject to any limitations on liability set out in the terms of the Agreement.
  • 7.3 The parties agree that you shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of your Affiliates as if such acts, omissions or negligence had been committed by you yourself.
  • 7.4 You shall not be entitled to recover more than once in respect of the same claim.

8. Audit

  • 8.1 We shall make available to you subject to a fee all information reasonably necessary to demonstrate compliance with our processing obligations and allow for and contribute to audits and inspections.
  • 8.2 Any audit conducted by you under this DPA shall consist of examination of the most recent reports, certificates and/or extracts prepared by an independent auditor bound by confidentiality provisions at least as strict as those set out in the Agreement. In the event that provision of the same is not deemed sufficient in your reasonable opinion, you may conduct a more extensive audit which will be: (i) at your expense; (ii) limited in scope to matters specific to you and agreed in advance; (iii) carried out during Swiss business hours and upon reasonable notice which shall be not less than 4 weeks unless an identifiable material issue has arisen; and (iv) conducted in a way which does not interfere with our day-to-day business.
  • 8.3 This clause shall not modify or limit your rights of audit, instead it is intended to clarify the procedures in respect of any audit undertaken pursuant thereto.

9. Notification of Data Breach

  • 9.1 We shall notify you without undue delay after becoming aware of (and in any event within 72 hours of discovering) any accidental or unlawful destruction, loss, alteration or unauthorised disclosure or access to any Customer Data (“Data Breach”).
  • 9.2 We will promptly investigate every security breach and take reasonable measures to identify its root cause(s), mitigate its adverse effect and prevent a recurrence. As information becomes available, unless prohibited by law, we will provide you with a description of the security breach, the type of Customer Data that was the subject of the Data Breach, and other information you may reasonably request concerning the affected Customer Data.
  • 9.3 We will take all commercially reasonable measures to secure the Customer Data, to limit the effects of any Data Breach, and to assist you in meeting your obligations under applicable law.

10. Compliance, Cooperation and Response

  • 10.1 In the event that we receive a request from a Data Subject in relation to Customer Data, we will refer the Data Subject to you unless otherwise prohibited by law. You shall reimburse us for all costs incurred resulting from providing reasonable assistance in dealing with a Data Subject request. In the event that we are legally required to respond to the Data Subject, you will fully cooperate with us as applicable.
  • 10.2 We will notify you promptly of any request or complaint regarding the processing of Customer Data, which adversely impacts you, unless such notification is not permitted under applicable law or a relevant court order.
  • 10.3 We may make copies of and/or retain Customer Data in compliance with any legal or regulatory requirement including, but not limited to, retention requirements.
  • 10.4 The parties acknowledge that it is the duty of you to notify us within a reasonable time, of any changes to applicable data protection laws, codes or regulations which may affect our contractual duties. We shall respond within a reasonable timeframe in respect of any changes that need to be made to the terms of this DPA. If the parties agree that amendments are required, but we are unable to accommodate the necessary changes, you may terminate the part or parts of the Services which give rise to the non-compliance. To the extent that other parts of the Services provided are not affected by such changes, the provision of those Services shall remain unaffected.
  • 10.5 The Controller and the Processor and, where applicable, their representatives, shall cooperate, on request, with the applicable supervisory authority in the performance of their respective obligations under this DPA.

11. Term and Termination

  • 11.1 The term of this DPA shall coincide with the commencement of the Agreement and this DPA shall terminate automatically together with termination or expiry of the Agreement.
  • 11.2 We shall, within forty-five (45) days of termination of the Agreement, delete all Customer Data from our systems and provide you with certificates of such deletion upon request. Excluded from this provision is Customer Data on Hosting types or Backup options with longer retention periods for which, after the termination of the Agreement, we can continue storing Customer Data for as long as the retention period defined for the Hosting type or Backup option plus forty-five (45) days. If you make a request to have Customer Data deleted earlier than the expiry of the extended storage period, we shall delete the Customer Data without undue delay for a charge, unless prohibited from doing so by applicable law.

12. General

  • 12.1 This DPA sets out the entire understanding of the parties with regard to the subject matter herein.
  • 12.2 Should a provision of this DPA be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed upon and comes closest to what the parties intended commercially. It shall replace the invalid provision. The same shall apply to any omissions.
  • 12.3 This DPA shall be governed by the law applicable to the terms of the Agreement. The courts that shall have exclusive jurisdiction for the settlement of all disputes arising under this DPA shall be the same as those set out in the terms of the Agreement.

Last Updated: 01 Jan 2019   All rights reserved.

Appendix 1: Data Processing Activities to Be Performed by Us

You, as the Data Controller, grant users the right to access the Services in accordance with the terms of the Agreement for the transfer of Customer Data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

1. Controller

You, as the Data Controller, grant users the right to access the Services in accordance with the terms of the Agreement for transfer of Customer Data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

2. Processor

We, as the Data Processor, received data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

3. Data Subjects

You acknowledge and agree that the categories of Data subjects that use and might process Customer Data via the Services are solely determined by you and your User’s use of the Services. Notwithstanding the foregoing, the Customer Data processed usually concerns the following categories of Data Subjects:

  • Employees, freelancers and contractors of you;
  • Users, Affiliates and other participants;
  • Partners, suppliers or service providers of you;
  • Customers of you;
  • Any individual to whom you have granted the right to access the Services in accordance with the terms of the Agreement;
  • Other individuals to the extent identifiable through their use or registration with the Services, or through content of files or metadata processed with the Services.

4. Categories of Customer Data

For using the Services, we do not require any other Customer Data from Users other than the full name, email address, password and IP address for using the Services.

The categories of Customer Data processed is solely determined by you and your Users use of the Services. Customer Data might be stored in database records, metadata and files on file systems which identify or may reasonably be used to identify, Data Subjects.

You agree and acknowledge that you and your Users have to strictly abide by the Acceptable Use Policy (AUP) and that Customer Data is only processed via the Services with the prior written consent of the Data Subject.

5. Special categories of Personal Data

We do not require any special categories of Personal Data for using the Services, and your and your User’s use of the Services solely determine if and which special categories of Personal Data are stored and processed.

You agree and acknowledge that you and your Users have to strictly abide by the Acceptable Use Policy (AUP) and that sensitive Personal Data is only processed via the Services with the prior written consent of the Data Subject.

6. Processing operations

The Customer Data processed will be subject to the following basic processing activities:

  • Customer Data will be processed to the extent necessary to provide the Services in accordance with both the Agreement and your instructions. We process Customer Data only on behalf of you, the Data Controller.

Processing operations include, but are not limited to:

  • Provision of the Services via our hosting infrastructure. This operation relates to all aspects of Customer Data processing;
  • Auditing use of the Services for compliance with the Agreement or applicable law. This operation relates to all aspects of Customer Data processing;
  • Finding, analysing and protecting the Services and Customer Data or users against threats. This operation relates to all aspects of Customer Data processed;
  • Provision of Technical support, issue diagnosis and Defect resolution to ensure the efficient and proper running of the systems and to identify, analyse and resolve technical issues both generally in the provision of the Services and specifically in answer to your Support query. This operation may relate to all aspects of Customer Data processing;
  • Complying with your requests for professional services or auditing that involve accessing and processing Customer Data. These operations relate to all aspects of Customer Data processing;
  • Fulfilling any other obligation set out in the Agreement. These operations relate to all aspects of Customer Data processed.

 

Appendix 2: Technical and Organisational Security Measures

The following descriptions provide an overview of the implemented technical and organisational security measures. It should be noted, however, that, in some circumstances, to protect the integrity of the security measures and in the context of data security, detailed descriptions may not be available. It’s acknowledged and agreed that the technical and organisational measures described therein and in our internal Security Policies will be updated and amended occasionally, at our sole discretion. Notwithstanding the foregoing, the technical and organisational measures will not fall short of those measures described in the Security Policy in any material, detrimental way.

1. Hosting Infrastructure

We utilise third-party Hosting infrastructure in the form of data centres and Infrastructure-as-a-Service (IaaS) with organizations that maintain current ISO 27001 certifications and/or SSAE 16 SOC 1 Type II or SOC 2 Attestation Reports. We will not utilise third-party data centres that do not maintain the aforementioned certifications and/or attestations or other substantially similar or equivalent certifications and/or attestations.

2. Physical Access Control

Technical or organisational measures regarding access control, especially regarding the legitimation of authorised persons.

The entrance control aims to prevent unauthorised people from physically accessing such data processing equipment which processes or uses Customer Data.

We employ measures designed to prevent unauthorized persons from accessing data processing systems and the Services in which Customer Data is processed, such as using security personnel, secured buildings and data centre premises.

For our Services, the constructional and substantive security standards comply with the security requirements for data centres.

3. System Access Control

Technical and organisational measures regarding the user ID and authentication:

The aim of system access control is to prevent unauthorised use of data processing systems, which are used to process Customer Data.

Depending on the particular services ordered, the following may, among other controls, be applied: authentication via passwords and/or two-factor authentication, documented authorization processes, documented change management processes, and logging of access on several levels.

For our Services: (i) log-ins to Services Environments by our employees and Sub-processors are logged; (ii) logical access to the data centres is restricted and protected by firewall/VPN/SSH/SSL; and (iii) intrusion detection systems, centralized logging and alerting, and firewalls are used.

4. Data Access Control

Technical and organisational measures regarding the on-demand structure of the authorisation concept, data access rights and monitoring and recording of the same:

Measures regarding data access control are targeted on the basis that only such data can be accessed for which an access authorisation exists and that data cannot be read, copied, changed or deleted in an unauthorised manner during the processing and after the saving of such data.

Customer Data is accessible and manageable only by properly authorized staff, direct database query access is restricted, and application access rights are established and enforced. Access to data necessary for the performance of the particular task is ensured within the systems and applications by a corresponding role and authorisation concept.

5. Transmission Control

Technical and organisational measures regarding the transport, transfer, transmission, storage and subsequent review of Customer Data on data media (manually or electronically).

Transmission control is implemented so that Customer Data cannot be read, copied, changed or deleted without authorisation, during transfer or while stored on data media, and so that it can be monitored and determined as to which recipients a transfer of Customer Data is intended.

Except as otherwise specified for the Services or parts thereof, transfers of data outside the Services environment are encrypted. The content of communications (including sender and recipient addresses) sent through some email or messaging services may not be encrypted. You are solely responsible for the results of your decision to use unencrypted communications or transmissions.

The transfer of Customer Data to a third party (e.g., sub-processors) is only made if a corresponding contract exists and only for specific purposes. If Customer Data is transferred to companies located outside the UK, we ensure that an adequate level of data protection exists at the target location or organisation in accordance with the UK’s data protection requirements, e.g., by employing contracts based on the Standard Contractual Clauses.

6. Data Entry Control

Technical and organisational measures regarding recording and monitoring of the circumstances of data entry to enable retroactive review:

Data Entry Controls are implemented so that a retroactive review is enabled.

System inputs are recorded in log files and database records; therefore, it is possible to review retroactively whether and by whom Customer Data was entered, altered, or deleted.

7. Data Backup and Availability Control

Technical and organisational measures regarding data backup (physical/logical):

Data backup and availability controls are implemented to protect Customer Data against accidental destruction and loss.

For our Services, backups are taken on a regular basis where you have chosen a corresponding Hosting type or Backup option as defined in the agreement.

8. Data Processing Control

Technical and organisational measures to differentiate between the competencies of principal and contractor:

The aim of the data processing control is to ensure that Customer Data is processed by a commissioned data processor in accordance with the principal’s instructions.

Details regarding data processing control are outlined in the Agreement and DPA.

9. Data Segregation

Technical and organisational measures regarding purposes of collection and separated processing:

Customer data from our different customer environments is logically segregated in our systems or those of Subprocessors.

Customer Data used for internal purposes only, e.g. as part of the respective customer relationship, may be transferred to a third party, such as a sub-processor, solely under consideration of contractual arrangements and appropriate data protection regulatory requirements.

Employees are instructed to collect, process and use Customer Data only within the framework and for their duties (e.g. service provision).

Customer Data is stored in a way that logically separates it from other customer data.

Last Updated: 01 July 2021