Landis+Gyr Cloud Data Processing and Security Terms

These Terms will be effective and replace any previously applicable data processing and security terms from the Terms Effective Date (as defined below).

• for data processed subject to the EU GDPR: the EEA, or a country or territory that is the subject of an adequacy decision by the Commission under Article 45(1) of the EU GDPR;
• for data processed subject to the UK GDPR: the UK or a country or territory that is the subject of the adequacy regulations under Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018; and/or
• for data processed subject to the Swiss FDPA: Switzerland, or a country or territory that (i) is included in the list of the states whose legislation ensures an adequate level of protection as published by the Swiss Federal Data Protection and Information Commissioner, or (ii) is the subject of an adequacy decision by the Swiss Federal Council under the Swiss FDPA.

“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.

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.

• • the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
  • the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behaviour in the EEA or the UK.

• the subject matter and details of the processing are described in Appendix 1;
• Landis+Gyr is a processor of that Customer Personal Data under European Data Protection Law;
• Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and
• each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.

• Customer warrants on an ongoing basis that the relevant controller has authorized: (i) the Instructions, (ii) Customer’s appointment of Landis+Gyr as another processor, and (iii) Landis+Gyr’s engagement of Subprocessors as described in Section 11 (Subprocessors);
• Customer will immediately forward to the relevant controller any notice provided by Landis+Gyr under Sections 2.3 (Instruction Notifications), 7.2.1 (Incident Notification), 9.2.1 (Responsibility for Requests), 11.4 (Opportunity to Object to Subprocessor Changes) or that refers to any SCCs; and
• Customer may make available to the relevant controller any other information made available by Landis+Gyr under Sections 4 (Supplementary Measures and Information), 10.7 (Data Center Information) and 11.2 (Information about Subprocessors).

• implementing and maintaining the Security Measures in accordance with Section 1.1 (Landis+Gyr’s Security Measures);
• complying with the terms of Section 2 (Data Incidents);
• providing Customer with the information contained in the Agreement (including these Terms); and
• if subsections (a)-(d) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.

• using the Services to ensure a level of security appropriate to the risk to 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.

• If European Data Protection Law applies to the processing of Customer Personal Data, Landis+Gyr will allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) to verify Landis+Gyr’s compliance with its obligations under these Terms in accordance with Section 4.2 (Additional Business Terms for Reviews and Audits). During an audit, Landis+Gyr will make available all information necessary to demonstrate such compliance and contribute to the audit as described in Section 7.4 (Reviews and Audits of Compliance).
• If Customer SCCs apply as described in Section 3 (Restricted Transfers), Landis+Gyr will allow Customer (or an independent auditor appointed by Customer) to conduct audits as described in those SCCs and, during an audit, make available all information required by those SCCs, both in accordance with Section 7.4.2 (Additional Business Terms for Reviews and Audits).
• Customer may conduct an audit to verify Landis+Gyr’s compliance with its obligations under these Terms by reviewing the Security Documentation (which reflects the outcome of audits conducted by Landis+Gyr’s Third Party Auditor).

• Landis+Gyr may charge a fee (based on Landis+Gyr’s reasonable costs) for any audit under Section 4.1(a) or 7.4.1(b). Landis+Gyr 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.
• Landis+Gyr may object in writing to an auditor appointed by Customer to conduct any audit under Section 4.1(a) or 7.4.1(b) if the auditor is, in Landis+Gyr’s reasonable opinion, not suitably qualified or independent, a competitor of Landis+Gyr, or otherwise manifestly unsuitable. Any such objection by Landis+Gyr will require Customer to appoint another auditor or conduct the audit itself.

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:

• providing the information contained in the Agreement (including these Terms); and
• if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.

• • complying with Sections 1 (Access; Rectification; Restricted Processing; Portability) and 9.2.1 (Responsibility for Requests); and
  • if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.

• if Landis+Gyr announces its adoption of an Alternative Transfer Solution for any Restricted Transfers, then Landis+Gyr will ensure that they are made in accordance with that Alternative Transfer Solution; and/or
• if Landis+Gyr has not adopted an Alternative Transfer Solution for any Restricted Transfers, then:
  • if Landis+Gyr’s address is in an Adequate Country:
    1. the SCCs (EU Processor-to-Processor with Landis+Gyr as Exporter) will apply with respect to all Restricted Transfers from Landis+Gyr to Subprocessors; and
    2. in addition, if Customer’s billing address is not in an Adequate Country, the SCCs (EU Processor-to-Controller) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Landis+Gyr and Customer; or
  • if Landis+Gyr’s address is not in an Adequate Country:
    1. the SCCs (EU Controller-to-Processor) and/or SCCs (EU Processor-to-Processor) will apply (according to whether Customer is a controller and/or processor) with respect to Restricted Transfers between Landis+Gyr and Customer that are subject to the EU GDPR and/or the Swiss FDPA; and
    2. the SCCs (UK Controller-to-Processor) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Landis+Gyr and Customer that are subject to the UK GDPR.

• in the documentation for the Services provided by Google, available at https://cloud.google .com/docs; and
• in the Google Cloud Trust and Security website, available at https://cloud.google.com/security.

1. ensure via a written contract that:
   1. 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 Agreement (including these Terms); and
   2. if the processing of Customer Personal Data is subject to European Data Protection Law, the data protection obligations described in these Terms (as referred to in Article 28(3) of the GDPR, if applicable), are imposed on the Subprocessor; and
2. remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

• • 1. When any New Subprocessor is engaged during the Term, Landis+Gyr will, at least 30 days before the New Subprocessor starts processing any Customer Data, notify Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform).
    2. Customer may, within 90 days after being notified of the engagement of a New Subprocessor, object by immediately terminating the Agreement for convenience by notifying Landis+Gyr.

(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.