Data Processing and Security Terms
Version 1.3
Last modified: 18 December 2020
The customer agreeing to these terms (“Customer”), and the University of Southern Denmark (SDU), have entered into an agreement under which SDU has agreed to provide the SDU eScience services (as described at https://legal.cloud.sdu.dk/terms/services) and related technical support to Customer (as amended from time to time, the “Agreement”).
1. Commencement
These Data Processing and Security Terms, including their appendices (the “Terms”) will be effective and replace any previously applicable data processing and security terms as from the Terms Effective Date (as defined below).
2. Definitions
2.1 Capitalized terms defined in the Agreement apply to these Terms. In addition, in these Terms:
Additional Security Controls means security resources, features, functionality and/or controls that Customer may use at its option and/or as it determines, including encryption, logging and monitoring, identity and access management, security scanning, and firewalls.
Alternative Transfer Solution means a solution, other than the Model Contract Clauses, that enables the lawful transfer of personal data to a third country in accordance with Danish Data Protection Law.
Audited Services means the then-current Services indicated as being in-scope for the relevant certification or report at https://legal.cloud.sdu.dk/security/compliance/services-in-scope. SDU eScience may not remove a Service from this URL unless that Service has been discontinued in accordance with the Agreement.
Customer Data has the meaning given in the Agreement or, if no such meaning is given, means data provided by or on behalf of Customer or Customer End Users via the Services under the Account.
Customer End Users has the meaning given in the Agreement or, if not such meaning is given, has the meaning given to “End Users” in the Agreement.
Customer Personal Data means the personal data contained within the Customer Data.
EEA means the European Economic Area.
EU 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.
Danish Data Protection Law means, as applicable: (a) the GDPR; and (b) the Danish Data Protection Act.
SDU eScience’s Third Party Auditor means a SDU eScience-appointed, qualified and independent third party auditor, whose then-current identity SDU eScience will disclose to Customer.
Model Contract Clauses or MCCs mean 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, as described in Article 46 of the EU GDPR.
Notification Email Address means the email address(es) designated by Customer in its Account, to receive certain notifications from SDU eScience. Customer is responsible for ensuring that its Notification Email Address remains current and valid.
Security Documentation means all documents and information made available by SDU eScience under Section 7.5.1 (Reviews of Security Documentation).
Security Measures has the meaning given in Section 7.1.1 (SDU eScience’s Security Measures).
Subprocessor means a third party authorized as another processor under these Terms to have logical access to and process Customer Data in order to provide parts of the Services and TSS.
Supervisory Authority means the Danish Data Protection Agency.
Term means the period from the Terms Effective Date until the end of SDU eScience’s provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which SDU eScience may continue providing the Services for transitional purposes.
Terms Effective Date means the date on which Customer accepted, or the parties otherwise agreed to, these Terms.
2.2 The terms “personal data”, “data subject”, “personal data breach”, “processing”, “controller” and “processor” as used in these Terms have the meanings given in the GDPR.
3. Duration
These Terms will notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by SDU eScience as described in these Terms.
4. Scope of Data Protection Law
4.1 Application of Danish Law. The parties acknowledge that Danish Data Protection Law will apply to the processing of Customer Personal Data.
5. Processing of Data
5.1 Roles and Regulatory Compliance; Authorization.
5.1.1 Processor and Controller Responsibilities.
The subject matter and details of the processing are described in Appendix 1;
SDU eScience is a processor of the Customer Personal Data under Danish Data Protection Law;
Customer is a controller of the Customer Personal Data under Danish Data Protection Law; and
each party will comply with the obligations applicable to it under Danish Data Protection Law with respect to the processing of the Customer Personal Data.
5.1.2 Authorization by Third Party Controller. If Customer is a processor, Customer warrants that its instructions and actions with respect to the Customer Personal Data, including its appointment of SDU eScience as another processor (Subprocessor), have been authorized by the relevant controller.
5.2 Scope of Processing.
5.2.1 Customer’s Instructions. Customer instructs SDU eScience to process Customer Personal Data only in accordance with Danish Data Protection Law: (a) to provide the Services and TSS; (b) as further specified via Customer’s use of the Services and TSS; (c) as documented in the form of the Agreement, including these Terms; and (d) as further documented in any other written instructions given by Customer and acknowledged by SDU eScience as constituting instructions for purposes of these Terms.
5.2.2 SDU eScience’s Compliance with Instructions. SDU eScience will comply with the instructions described in Section 5.2.1 (Customer’s Instructions), unless Danish Data Protection Law requires other processing of Customer Personal Data by SDU eScience, in which case SDU eScience will notify Customer before such other processing.
6. Data Deletion
6.1 Deletion by Customer. SDU eScience will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer Data during the Term such deletion is at the sole risk of Customer and SDU assumes no liability for the deleted Customer Data.
6.2 Deletion on Termination. On expiry of the Term, Customer instructs SDU eScience to delete or return all Customer Data (including existing copies) from SDU eScience’s systems in accordance with Danish Data Protection Law. SDU eScience will, after a recovery period of up to 30 days following such expiry, comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless Danish Data Protection Law requires storage.
7. Data Security
7.1 SDU eScience’s Security Measures, Controls and Assistance.
7.1.1 SDU eScience’s Security Measures. SDU eScience will implement and maintain technical and organizational measures in accordance with GDPR Article 32 to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). The Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of SDU eScience’s systems and services; to help restore personal data following an incident; and for regular testing of effectiveness. SDU eScience may update the Security Measures from time to time provided that such updates do not result in the degradation of the overall security of the Services.
7.1.2 Security Compliance by SDU eScience Staff. SDU eScience will: (a) take appropriate steps to ensure compliance with the Security Measures by its employees to the extent applicable to their scope of performance, and (b) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.
7.1.3 Additional Security Controls. SDU eScience will make 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 SDU eScience’s Security Assistance. SDU eScience will (taking into account the nature of the processing of Customer Personal Data and the information available to SDU eScience) assist Customer in ensuring compliance with its obligations pursuant to Articles 32 to 34 of the GDPR, by:
implementing and maintaining the Security Measures in accordance with Section 7.1.1 (SDU eScience’s Security Measures);
making Additional Security Controls available to Customer in accordance with Section 7.1.3 (Additional Security Controls);
complying with the terms of Section 7.2 (personal data breach); and
providing Customer with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in the Agreement including these Terms.
7.2 Personal Data Breach.
7.2.1 Personal Data Breach Notification. SDU eScience will notify Customer promptly and without undue delay after becoming aware of a personal data breach, and promptly take reasonable steps to minimize harm and secure Customer Data.
7.2.2 Details of personal data breach. SDU eScience’s notification of a personal data breach will describe, to the extent possible, the nature of the personal data breach, the measures taken to mitigate the potential risks and the measures SDU eScience recommends Customer take to address the personal data breach.
7.2.3 Delivery of Notification. Notification(s) of any personal data breach will be delivered to the Notification Email Address.
7.2.4 No Assessment of Customer Data by SDU eScience. SDU eScience has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.
7.2.5 No Acknowledgement of Fault by SDU eScience. SDU eScience’s notification of or response to a personal data breach under this Section 7.2 (personal data breach) will not be construed as an acknowledgement by SDU eScience of any fault or liability with respect to the personal data breach.
7.3 Customer’s Security Responsibilities.
7.3.1 Customer’s Security Responsibilities. Without prejudice to SDU eScience’s obligations under Sections 7.1 (SDU eScience’s Security Measures, Controls and Assistance) and 7.2 (personal data breach), and elsewhere in the Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside SDU eScience’s systems, including:
using the Services and Additional Security Controls to ensure a level of security appropriate to the risk in respect of the Customer Data;
securing the account authentication credentials, systems and devices Customer uses to access the Services; and
backing up its Customer Data as appropriate.
7.4 Compliance Certifications. SDU eScience will maintain at least the following for the Audited Services in order to evaluate the continued effectiveness of the Security Measures: (a) certificates for ISO 27001 (the “Compliance Certifications”). SDU eScience may add standards at any time. SDU eScience may replace a Compliance Certification with an equivalent or enhanced alternative.
7.5 Reviews and Audits of Compliance.
7.5.1 Reviews of Security Documentation. SDU eScience will make the Compliance Certifications for review by Customer to demonstrate compliance by SDU eScience with its obligations under these Terms.
7.5.2 Customer’s Audit Rights.
(a) SDU eScience will allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) to verify SDU eScience’s compliance with GDPR Article 32. SDU eScience will contribute to such audits as described in Section 7.4 (Compliance Certifications) and this Section 7.5 (Reviews and Audits of Compliance).
7.5.3 Additional Business Terms for Reviews and Audits.
(a) Customer must send any requests for reviews of the audits under Section 7.5.2(a) to SDU’s Data Protection Officer as described in Section 11 (Data Protection Officer; Processing Records).
(b) Following receipt by SDU eScience of a request under Section 7.5.3(a), SDU eScience and Customer will discuss and agree in advance on: the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit under Section 7.5.2(a).
(c) SDU eScience may charge a fee (based on SDU eScience’s reasonable costs) for any audit under Section 7.5.2(a). SDU eScience will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
(d) SDU eScience may object in writing to an auditor appointed by Customer to conduct any audit under Section 7.5.2(a) if the auditor is, in SDU eScience’s reasonable opinion, not suitably qualified or independent, or otherwise manifestly unsuitable. Any such objection by SDU eScience 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 SDU eScience under any Model Contract Clauses entered into as described in Section 10.2 (Transfers of Data).
8. Impact Assessments and Consultations
SDU eScience will (taking into account the nature of the processing and the information available to SDU eScience) assist Customer in ensuring compliance with its obligations pursuant to Articles 35 and 36 of the GDPR, by:
(a) providing 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);
(b) providing the information contained in the Agreement including these Terms; and
(c) if subsections (a) and (b) above are insufficient for Customer to comply with such obligations, upon Customer’s request, providing additional reasonable assistance.
9. Access etc.; Data Subject Rights; Data Export
9.1 Access; Rectification; Restricted Processing; Portability. During the Term, SDU eScience will enable Customer, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by SDU eScience as described in Section 6.1 (Deletion by Customer).
9.2 Data Subject Requests.
9.2.1 Customer’s Responsibility for Requests. During the Term, if SDU’s Data Protection Officer receives a request from a data subject in relation to Customer Personal Data, and the request identifies Customer, SDU eScience will advise the data subject to submit their request to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
9.2.2 SDU eScience’s Data Subject Request Assistance. SDU eScience will (taking into account the nature of the processing of Customer Personal Data) assist Customer in fulfilling its obligations under Chapter III of the GDPR to respond to requests for exercising the data subject’s rights by:
(a) providing Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls);
(b) complying with Sections 9.1 (Access; Rectification; Restricted Processing; Portability) and 9.2.1 (Customer’s Responsibility for Requests); and
(c) if subsections (a) and (b) above are insufficient for Customer to comply with such obligations, upon Customer’s request, providing additional reasonable assistance.
10. Data Transfers
10.1 Data Storage and Processing Facilities. SDU eScience stores and processes Customer Data at its facilities at SDU, Odense, Denmark.
10.2 Transfers of Data. SDU eScience assumes no responsibility for the Customer transferring Customer Personal Data outside the SDU eScience center facilities.
11. Data Protection Officer; Processing Records
11.1 SDU’s Data Protection Officer. SDU’s Data Protection Officer can be contacted via email at dpo@sdu.dk (and/or via such other means as SDU eScience may provide from time to time).
11.2 SDU eScience’s Processing Records. To the extent the GDPR requires SDU eScience to collect and maintain records of certain information relating to Customer, Customer will, where requested, use the SDU eScience services and contacts provided to supply such information and keep it accurate and up-to-date. SDU eScience may make any such information available to the Supervisory Authority if required by the GDPR.
12. Liability
12.1 Liability Cap. The total combined liability of either party and its Affiliates towards the other party and its Affiliates under or in connection with the Agreement will be limited to the Agreed Liability Cap for the relevant party.
13. Effect of These Terms
Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict or inconsistency between these Terms and the remaining terms of the Agreement, these Terms will govern.
Appendix 1: Subject Matter and Details of the Data Processing
Subject Matter
SDU eScience’s provision of the Services and TSS to Customer.
Duration of the Processing
The Term plus the period from the expiry of the Term until deletion of all Customer Data by SDU eScience in accordance with the Terms.
Nature and Purpose of the Processing
SDU eScience will process Customer Personal Data for the purposes of providing the Services and TSS to Customer in accordance with the Terms.
Categories of Data
Data relating to individuals provided to SDU eScience via the Services, by (or at the direction of) Customer or by Customer End Users.
Data Subjects
Data subjects include the individuals about whom data is provided to SDU eScience via the Services by (or at the direction of) Customer or by Customer End Users.
Appendix 2: Security Measures
As from the Terms Effective Date, SDU eScience will implement and maintain the Security Measures described in this Appendix 2.
Data Center and Network Security
(a) Data Centers.
Infrastructure. SDU eScience stores all production data in physically secure data centers at SDU, Odense, Denmark.
Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow SDU eScience to perform certain types of preventative and corrective maintenance without interruption.
Power. The data center electrical power systems are designed to provide redundant power to critical infrastructure components in the data center only. 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 critical infrastructure components in the data center. However full capacity of the data center cannot be guaranteed.
Server Operating Systems. SDU eScience servers use a Linux based implementation customized for the application environment. SDU eScience 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.
(b) Networks and Transmission.
Data Transmission. SDU eScience data centers is connected via high-speed private links to the Danish Research Network “Forskningsnettet” to provide secure and fast data transfer to its data center. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. SDU eScience transfers data via Internet standard protocols.
External Attack Surface. SDU eScience employs multiple layers of network devices and intrusion detection to protect its external attack surface. SDU eScience 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. SDU eScience’s intrusion detection involves:
tightly controlling the size and make-up of SDU eScience’s attack surface through preventative measures;
employing intelligent detection controls at external entry points; and
employing technologies that automatically remedy certain dangerous situations.
Personal Data Breach Response. SDU eScience monitors a variety of communication channels for personal data breaches, and SDU eScience’s security personnel will react promptly to known breaches.
Encryption Technologies. SDU eScience makes HTTPS encryption (also referred to as SSL or TLS connection) available. SDU eScience 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 minimize the impact of a compromised key, or a cryptographic breakthrough.
Access and Site Controls
(a) Site Controls.
On-site Data Center Security Operation. SDU eScience’s data centers include closed circuit TV (CCTV) cameras and suitable alarm systems. On-site security operation personnel perform internal and external patrols of the data center regularly.
Data Center Access Procedures. SDU eScience maintains formal access procedures for allowing physical access to the data centers. The data centers are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. Only authorized employees, contractors and visitors are allowed entry to the data centers. Only authorized employees are permitted to have electronic card key access to these facilities. All other entrants requiring temporary data center access must: (i) obtain approval in advance from the SDU eScience managers; (ii) sign in at on-site security operations.
On-site Data Center Security Devices. SDU eScience’s data centers employ an electronic card key that is linked to a system alarm. The access control system monitors and records each individual’s electronic card key. Unauthorized activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorized access throughout the business operations and data centers is restricted based on the individual’s job responsibilities. The fire doors at the data centers are alarmed. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter and doors to the data center. On-site security operations personnel manage the CCTV monitoring, recording and control 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. SDU eScience has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. SDU eScience’s infrastructure security personnel are responsible for the ongoing monitoring of SDU eScience’s security infrastructure, the review of the Services, and responding to security incidents.
Access Control and Privilege Management. Customer’s administrators must authenticate themselves via a central authentication system or via a single sign on system in order to administer the Services.
Internal Data Access Processes and Policies – Access Policy. SDU eScience’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data. SDU eScience designs its systems to (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorization during processing, use and after recording. The systems are designed to detect any inappropriate access. SDU eScience employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. SDU eScience’s authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide SDU eScience with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. SDU eScience requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. 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 restrictions on password reuse and sufficient password strength.
Data
(a) Data Storage, Isolation and Logging. SDU eScience stores data in a multi-tenant environment on SDU eScience-owned servers. SDU eScience logically isolates the Customer’s data. Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to Customer End Users for specific purposes.
(b) Decommissioned Disks and Disk Erase Policy. 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 SDU eScience’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and 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.
Personnel Security
SDU eScience personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. SDU eScience conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations. SDU eScience’s personnel will not process Customer Data without authorization.