Landis+Gyr Cloud Data Processing and Security Terms
These Landis+Gyr Cloud Data Processing and Security Terms (the “Terms”) are incorporated into the agreement under which Landis+Gyr has agreed to provide Cloud Software, including HES Emerge, and related technical support to Customer (the “Agreement”).
These Terms will be effective and replace any previously applicable data processing and security terms from the Terms Effective Date (as defined below).
|2.2||Capitalized terms defined in the Agreement apply to these Terms. In addition, in these Terms:
“Adequate Country” means:
“Alternative Transfer Solution” means a solution, other than SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law.
“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, including any special categories of personal data defined under European Data Protection Law.
“Customer SCCs” means the SCCs (EU Controller-to-Processor), the SCCs (EU Processor-to-Processor), the SCCs (EU Processor-to-Controller), and/or the SCCs (UK Controller-to-Processor), as applicable.
“Data Incident” means a breach of Landis+Gyr’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Landis+Gyr.
“EEA” means the European Economic Area.
“EMEA” means Europe, the Middle East and Africa.
“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.
“European Data Protection Law” means, as applicable: (a) the GDPR; and/or (b) the Swiss FDPA.
“European Law” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
“GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
“Landis+Gyr’s Third Party Auditor” means a Landis+Gyr-appointed, qualified and independent third party auditor, whose then-current identity Landis+Gyr will disclose to Customer.
“Instructions” has the meaning given in Section 5.2.1 (Customer’s Instructions).
“Non-European Data Protection Law” means data protection or privacy laws in force outside the EEA, the UK and Switzerland.
“SCCs” means the Customer SCCs and/or SCCs, as applicable.
“SCCs (EU Controller-to-Processor)” means MODULE TWO of the terms at: EUR-Lex – 32021D0914 – EN – EUR-Lex (europa.eu)
“SCCs (EU Processor-to-Controller)” means MODULE FOUR of the terms at: EUR-Lex – 32021D0914 – EN – EUR-Lex (europa.eu)
“SCCs (EU Processor-to-Processor)” means MODULE THREE of the terms at: EUR-Lex – 32021D0914 – EN – EUR-Lex (europa.eu)
“SCCs (UK Controller-to-Processor)” means the terms at: idta.docx (live.com)
“Security Measures” has the meaning given in Section 7.1.1 (Landis+Gyr’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.
“Supervisory Authority” means, as applicable: (a) a “supervisory authority” as defined in the EU GDPR; and/or (b) the “Commissioner” as defined in the UK GDPR and/or the Swiss FDPA.
“Swiss FDPA” means the Federal Data Protection Act of 19 June 1992 (Switzerland).
“Term” means the period from the Terms Effective Date until the end of Landis+Gyr ’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 Landis+Gyr 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.
“UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.
|2.2||The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in these Terms have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.|
Regardless of whether the Agreement has terminated or expired, these Terms will remain in effect until, and automatically expire when, Landis+Gyr deletes all Customer Data as described in these Terms.
|4||Scope of Data Protection Law|
|4.1||Application of European Law. The parties acknowledge that European Data Protection Law will apply to the processing of Customer Personal Data if, for example:
|4.2||Application of Non-European Law. The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.|
|4.3||Application of Terms. Except to the extent these Terms state otherwise, these Terms will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies 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. If European Data Protection Law applies to the processing of Customer Personal Data:
|5.1.2||Processor Customers. If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor:
|5.1.3||Responsibilities under Non-European Law. If Non-European Data Protection Law applies to either party’s processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.|
|5.2||Scope of Processing|
|5.2.1||Customer’s Instructions. Customer instructs Landis+Gyr to process Customer Personal Data only in accordance with applicable law: (a) to provide, secure, and monitor the Services; (b) as documented in the form of the Agreement (including these Terms); and (c) as further documented in any other written instructions given by Customer and acknowledged by Landis+Gyr as constituting instructions for purposes of these Terms (collectively, the “Instructions”). Landis+Gyr shall process the Personal Data solely for the purposes of the performance of this Agreement and within the limits and under the conditions set out in this Agreement.|
|5.2.2||Landis+Gyr ’s Compliance with Instructions. Landis+Gyr will comply with the Instructions unless prohibited by applicable law.|
|5.2.3||Instruction Notifications. Landis+Gyr will immediately notify Customer if, in Landis+Gyr’s opinion: (a) applicable law prohibits Landis+Gyr from complying with an Instruction; (b) an Instruction does not comply with applicable law; or (c) Landis+Gyr is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by applicable law. This Section does not reduce either party’s rights and obligations elsewhere in the Agreement.|
|6.1||Deletion by Customer. Landis+Gyr 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 and that Customer Data cannot be recovered by Customer, this use will constitute an Instruction to Landis+Gyr to delete the relevant Customer Data from Landis+Gyr’s systems in accordance with applicable law. Landis+Gyr will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage.|
|6.2||Return or Deletion at the end of the Term. If Customer wishes to retain any Customer Data after the end of the Term, it may instruct Landis+Gyr in accordance with Section 1 (Access; Rectification; Restricted Processing; Portability) to return that data during the Term. Customer instructs Landis+Gyr to delete all remaining Customer Data (including existing copies) from Landis+Gyr’s systems at the end of the Term in accordance with applicable law. After a recovery period of up to 30 days from that date, Landis+Gyr will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage.|
|7.1||Landis+Gyr’s Security Measures, Controls and Assistance.|
|7.1.1||Landis+Gyr’s Security Measures. Landis+Gyr will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”).|
|7.1.2||Access and Compliance. Landis+Gyr will: (a) authorize its employees, contractors and Subprocessors to access Customer Personal Data only as strictly necessary to comply with Instructions; (b) 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; and (c) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.|
|7.1.3||Landis+Gyr’s Security Assistance. Landis+Gyr will (taking into account the nature of the processing of Customer Personal Data and the information available to Landis+Gyr) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations under applicable law, including Articles 32 to 34 of the GDPR, by:
|7.2.1||Incident Notification. Landis+Gyr will notify Customer within 72 hours after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Customer Data.|
|7.2.2||Details of Data Incident. Landis+Gyr’s notification of a Data Incident will describe: the nature of the Data Incident including the Customer resources impacted; the measures Landis+Gyr has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, Landis+Gyr recommends that Customer take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, Landis+Gyr’s initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.|
|7.2.3||Delivery of Notification. Notification(s) by Customer to Landis+Gyr of any Data Incident(s) will be delivered to firstname.lastname@example.org.|
|7.2.4||No Assessment of Customer Data by Landis+Gyr. Landis+Gyr 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 Landis+Gyr. Landis+Gyr’s notification of or response to a Data Incident under this Section 2 (Data Incidents) will not be construed as an acknowledgement by Landis+Gyr 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. Without prejudice to Landis+Gyr’s obligations under Sections 1 (Landis+Gyr’s Security Measures, Controls and Assistance) and 7.2 (Data Incidents), and elsewhere in the Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside Landis+Gyr’s or Landis+Gyr’s Subprocessors’ systems, including:
|7.3.2||Customer’s Security Assessment. Customer agrees that the Services, Security Measures implemented and maintained by Landis+Gyr, and Landis+Gyr’s commitments under this Section 7 (Data Security) provide a level of security appropriate to the risk to Customer Data (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).|
|7.4||Reviews and Audits of Compliance.|
|7.4.1||Customer’s Audit Rights.
|7.4.2||Additional Business Terms for Reviews and Audits.
|8||Impact Assessments and Consultations
Landis+Gyr will (taking into account the nature of the processing and the information available to Landis+Gyr ) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations under applicable law, including Articles 35 and 36 of the GDPR, by:
|9||Access etc.; Data Subject Rights; Data Export|
|9.1||Access; Rectification; Restricted Processing; Portability. During the Term, Landis+Gyr 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 Landis+Gyr as described in Section 1 (Deletion by Customer), and to export Customer Data. If Customer becomes aware that any Customer Personal Data is inaccurate or outdated, Customer will be responsible for using such functionality to rectify or delete that data if required by applicable European Data Protection Law.|
|9.2||Data Subject Requests.|
|9.2.1||Responsibility for Requests. During the Term, if Landis+Gyr’s Data Protection Officer receives a request from a data subject that relates to Customer Personal Data and identifies Customer, Landis+Gyr will: (a) advise the data subject to submit their request to Customer; (b) promptly notify Customer; and (c) not otherwise respond to that data subject’s request without authorization from Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.|
|9.2.2||Landis+Gyr’s Data Subject Request Assistance. Landis+Gyr will (taking into account the nature of the processing of Customer Personal Data) assist Customer in fulfilling its (or, where Customer is a processor, the relevant controller’s) obligations under Chapter III of the GDPR to respond to requests for exercising the data subject’s rights by:
|10.1||Data Storage and Processing Facilities. While Customer Data will be stored in accordance with the Agreement, Customer Data may be processed in any country in which Landis+Gyr or its Subprocessors maintain facilities.|
|10.2||Permitted Transfers. The parties acknowledge that European Data Protection Law does not require SCCs or an Alternative Transfer Solution in order for Customer Personal Data to be processed in or transferred to an Adequate Country (“Permitted Transfers”).|
|10.3||Restricted Transfers. If the processing of Customer Personal Data involves any transfers that are not Permitted Transfers, and European Data Protection Law applies to those transfers (as certified by Customer under Section 4 (Certification by Non-EMEA Customers) if its billing address is outside EMEA (“Restricted Transfers”), then:
|10.4||Certification by Non-EMEA Customers. If Customer’s billing address is outside EMEA, and the processing of Customer Personal Data is subject to European Data Protection Law, Customer will certify as such, and identify its competent Supervisory Authority.|
|10.5||Supplementary Measures and Information. Landis+Gyr will provide Customer with information relevant to Restricted Transfers, including information about supplementary measures to protect Customer Personal Data:
|10.6||Termination. If Customer concludes, based on its current or intended use of the Services, that the Alternative Transfer Solution and/or SCCs, as applicable, do not provide appropriate safeguards for Customer Personal Data, then Customer may immediately terminate the Agreement for convenience by notifying Landis+Gyr.|
|10.7||Data Center Information. Landis+Gyr is using Google Enterprise Cloud to host [HES Emerge]. Information about the locations of Google’s data centers is available at: https://cloud.google.com/about/locations/ (as may be updated by Google from time to time).|
|11.1||Consent to Subprocessor Engagement. Customer specifically authorizes the engagement as Subprocessors of those entities listed in Section 2 in Appendix 1 as of the Terms Effective Date at the URLs specified in Section 11.2 (Information about Subprocessors). In addition, without prejudice to Section 11.4 (Opportunity to Object to Subprocessor Changes), Customer generally authorizes the engagement as Subprocessors of any other third parties (“New Subprocessors”).|
|11.2||Information about Subprocessors. Landis+Gyr engaged Google as subprocessor to host [HES Emerge and provide further services.]. Information about Google’s Subprocessors (which in turn are Landis+Gyr’s sub-subprocessors), including their functions and locations, is available at: https://cloud.google.com/terms/subprocessors (as may be updated by Google from time to time in accordance with these Terms and the terms between Landis+Gyr and Google).|
|11.3||Requirements for Subprocessor Engagement. When engaging any Subprocessor, Landis+Gyr (including allowing the subprocessor Google to do so) will:
|11.4||Opportunity to Object to Subprocessor Changes
|12||Data Protection Officer; Processing Records|
|12.1||Landis+Gyr’s Data Protection Officer. Landis+Gyr’s Data Protection Officer will provide prompt and reasonable assistance with any Customer queries related to processing of Customer Personal Data under the Agreement and can be contacted at Data.Privacy@landisgyr.com (and/or via such other means as Landis+Gyr may provide from time to time).|
|12.2||Landis+Gyr’s Processing Records. Landis+Gyr will keep appropriate documentation of its processing activities as required by the GDPR. To the extent the GDPR requires Landis+Gyr to collect and maintain records of certain information relating to Customer. Landis+Gyr may make any such information available to the Supervisory Authorities if required by the GDPR.|
|12.3||Controller Requests. During the Term, if Landis+Gyr’s Data Protection Officer receives a request or instruction from a third party purporting to be a controller of Customer Personal Data, Landis+Gyr will advise the third party to contact Customer.|
|13.1||Precedence. To the extent of any conflict or inconsistency between:
(a) these Terms and the remainder of the Agreement, these Terms will prevail; and
(b) any Customer SCCs (which are incorporated by reference into these Terms) and the remainder of the Agreement (including these Terms), the Customer SCCs will prevail.
|13.2||No Modification of SCCs. Nothing in the Agreement (including these Terms) is intended to modify or contradict any SCCs or prejudice the fundamental rights or freedoms of data subjects under European Data Protection Law.|
APPENDIX 1: Personal Data Processing Characteristics
- Description of the Processing of Personal Data
Details on the processing of Customer Data are set out in the Agreement. Customer Data is processed to enable the Customer to use the Services. The Processing takes place for the term of the Agreement and as long as Customer uses the Services.
Categories of Customer Data include all data required to render and provide the Services, including Customer Data relating to the electrical grid, meters and related Services such as data on metering point data, metering point state, metering data, end device id, end device event, Customer’s end consumer contract data, electricity product, system user details, metering point picture and work order data. Affected data subjects are Customer, its employees, partners, end-customers and other data subjects where their data is processed as part of the Services.
Additional information on the processing of personal data by the subprocessor Google can be found in Appendix 1 to the Data Processing and Security Terms (Customers) available at https://cloud.google.com/terms/data-processing-terms.
- List of Landis+Gyr authorized subprocessors
|#||Name||Country||Processing carried out|
|1.||Netapp||USA||Data transfer to secure file transfer protocol for customers|
|2.||Mong DB Atlas||USA||specific managed database service for AGA|
APPENDIX 2: technical and organizational measures for data security
See https://landis.com/securityterms/ which sets forth the technical and organizational measures that the Processor will follow with respect to maintaining the security of the Personal Data provided by the Controller under the Standard Contractual Clauses.
Additional information the technical and organizational measures of the subprocessor Google can be found in Appendix 2 to the Data Processing and Security Terms (Customers) available at https://cloud.google.com/terms/data-processing-terms.