Data Processing (ToS Addendum)
Last updated: January 1, 2021
Section 1: Definitions
“Affiliates” means any entity which is controlled by, controls or is in common control with DigiTimber.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code 1798.100 et seq., including any amendments and any implementing regulations thereto that become effective on or after the effective date of this Data Processing Addendum.
“Covered Services” any hosted services we offer you that could involve our Processing of Personal Data.
“Customer Data” means the Personal Data of any Data Subject Processed by DigiTimber within the DigiTimber Network on behalf of Customer pursuant to or in connection with the Terms of Service.
“Data Controller” means the Customer, as the entity which determines the purposes and means of the Processing of Personal Data.
“Data Processor” means DigiTimber, as the entity which Processes Personal Data on behalf of the Data Controller, or the services provider as such term is defined by CCPA
“Data Protection Laws” means all data protection or privacy laws and regulations applicable to the Processing of Personal Data under the Agreement, including the CCPA, (ii) the GDPR, (iii) the EU e-Privacy Directive (Directive 2002/58/EC), (iv) any national data protection laws made under or pursuant to (ii) or (iii), (v) the Swiss Federal Data Protection Act of 19 June 1992 and its Ordinance, and (vi), in respect of the United Kingdom, the Data Protection Act 2018 and any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; in each case as may be amended, superseded or replaced.
“Data Subject” means the individual to whom Personal Data relates.
“GDPR” means the 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 (General Data Protection Regulation).
“DigiTimber Network” means DigiTimber’s data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within DigiTimber’s control and are used to provide the Covered Services.
“Personal Data” means any information relating to an identified or identifiable person or household as defined under Data Protection Laws.
“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Process”, “processes” and “processed” will be interpreted accordingly. Detail of Processing are set forth in Annex 1.
“Security Incident” either (a) a breach of security of the DigiTimber Security Standards leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Customer Data; or (b) any unauthorized access to DigiTimber equipment or facilities, where in either case such access results in destruction, loss, unauthorized disclosure, or alteration of Customer Data.
“Security Standards” means the security standards attached to this Addendum as Annex 2.
“Sub-processor” means any Data Processor engaged by Processor to Process data on behalf of Data Controller.
Section 2: Data Processing
2.1 Scope and Roles
This Addendum applies when Customer Data is processed by DigiTimber. In this context, DigiTimber will act as the Data Processor on behalf of the Customer as the Data Controller with respect to Customer Data.
2.2 Details of Data Processing
The subject matter of processing of Customer Data by DigiTimber is the performance of the Covered Services pursuant to the Terms of Service and product-specific agreements. DigiTimber shall only Process Customer Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Terms of Service or applicable product-specific agreement; (ii) Processing initiated by end users in their use of the Covered Services; (iii) Processing to comply with other documented, reasonable instructions provided by Customers (ex. via email) where such instructions are consistent with the terms of the Agreement. DigiTimber shall not: (a) process, retain, use, sell, or disclose Customer Data except as necessary to provide Covered Services pursuant to the Terms of Service, or as required by law; (b) sell such Customer Data to any third party; (c) retain, use, or disclose such Customer Data outside of the direct business relationship between DigiTimber and Customer.
For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with all applicable data privacy laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. DigiTimber shall not be required to comply with or observe Customer’s instructions if such instructions would violate Data Protection Laws. The duration of the Processing, the nature and purpose of the Processing, the types of personal data and categories of Data Subjects Processed under this Addendum are further specified in Annex 1 (‘Details of the Processing’) to this Addendum.
Section 3: Confidentiality of Customer Data
DigiTimber will not disclose Customer Data to any government or any other third party, except as necessary to comply with the law or a valid and binding order of a law enforcement agency (such as a subpoena or court order). In the event DigiTimber receives a valid civil subpoena, and to the extent permitted, DigiTimber will endeavor to provide Customer with reasonable notice of the demand via email or postal mail to allow Customer to seek a protective order or other appropriate remedy.
Section 4: Security
4.1 DigiTimber has implemented and will maintain the technical and organizational measures for the DigiTimber Network as described herein this Section and as further described in Annex 2 to this Addendum, Security Standards. In particular, DigiTimber has implemented and will maintain the following technical and organizational measures that address the (i) security of the DigiTimber Network; (ii) physical security of the facilities; (iii) controls around employee and contractor access to (i) and/or (ii); and (iv) processes for testing, assessing and evaluating the effectiveness of technical and organizational measures implemented by DigiTimber. In the event that we are not able to meet any of its obligations set forth herein, we will provide written notice (via our website and email) as soon as practically feasible.
4.2 DigiTimber makes available a number of security features and functionalities that Customer may elect to use in relation to the Covered Services. Customer is responsible for (a) properly configuring the Covered Services, (b) using the controls available in connection with the Covered Services (including the security controls) to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, (c) using the controls available in connection with the Covered Services (including the security controls) to allow the Customer to restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident (e.g. backups and routine archiving of Customer Data), and (d) taking such steps as Customer considers adequate to maintain appropriate security, protection, and deletion of Customer Data, which includes use of encryption technology to protect Customer Data from unauthorized access and measures to control access rights to Customer Data.
Section 5: Data Subject Rights
Taking into account the nature of the Covered Services, DigiTimber offers Customer certain controls as described in the “Security” section of this Addendum that Customer may elect to use to retrieve, correct, delete or restrict use and sharing of Customer Data as described in the Covered Services. Customer may use these controls as technical and organizational measures to assist it in connection with its obligations under applicable privacy laws, including its obligations relating to responding to requests from Data Subjects. As commercially reasonable, and to the extent lawfully required or permitted, DigiTimber shall promptly notify Customer if DigiTimber directly receives a request from a Data Subject to exercise such rights under any applicable data privacy laws (“Data Subject Request”). In addition, where Customer’s use of the Covered Services limits its ability to address a Data Subject Request, DigiTimber may, where legally permitted and appropriate and upon Customer’s specific request, provide commercially reasonable assistance in addressing the request, at Customer’s cost (if any).
Section 6: Sub-Processing
6.1 Authorized Sub-processors
Customer agrees that DigiTimber may use Sub-processors to fulfil its contractual obligations under its Terms of Service and this Addendum or to provide certain services on its behalf, such as providing support services or design services. Customer hereby consents to DigiTimber’s use of Sub-processors as described in this Section. Except as set forth in this Section or as otherwise explicitly authorized by you, DigiTimber will not permit any other sub-processing activities.
6.2 Sub-processor Obligations
Where DigiTimber uses any authorized Sub-processor as described in Section 6.1:
(i) DigiTimber will restrict the Sub-processor’s access to Customer Data only to what is necessary to maintain the Covered Services or to provide the Covered Services to Customer and any end users in accordance with the Covered Services. DigiTimber will prohibit the Sub-processor from accessing Customer Data for any other purpose;
(ii) DigiTimber will enter into a written agreement with the Sub-processor and, to the extent that the Sub-processor is performing the same data processing services that are being provided by DigiTimber under this Addendum, DigiTimber will impose on the Sub-processor the same contractual obligations that DigiTimber has under this Addendum; and
(iii) DigiTimber will remain responsible for its compliance with the obligations of this Addendum and for any acts or omissions of the Sub-processor that cause DigiTimber to breach any of DigiTimber’s obligations under this Addendum.
6.3 New Sub-processors
From time to time, we may engage new Sub-processors under and subject to the terms of this Addendum. In such case, we will provide notice (via our website or email) prior to any new Sub-processor obtaining any Customer Data. If you Customer does not approve of a new Sub-processor, then Customer may terminate any Covered Services without penalty by providing, within 10 days or receipt of notice from us, written notice of termination that includes an explanation of the reasons for your non-approval. If the Covered Services are part of a bundle or bundled purchase, then any termination will apply to its entirety.
Section 7: Security Breach Notification
7.1 Security Incident
If DigiTimber becomes aware of a Security Incident, DigiTimber will, without undue delay: (a) notify Customer of the Security Incident; and (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.
7.2 DigiTimber Assistance
To assist Customer in relation to any personal data breach notifications Customer is required to make under any applicable privacy laws, DigiTimber will include in the notification such information about the Security Incident as DigiTimber is reasonably able to disclose to Customer, taking into account the nature of the Covered Services, the information available to DigiTimber, and any restrictions on disclosing the information, such as confidentiality.
7.3 Failed Security Incidents
Customer agrees that:
(i) A failed Security Incident will not be subject to the terms of this Addendum. A failed Security Incident is one that results in no unauthorized access to Customer Data or to any of DigiTimber’s Network, equipment, or facilities storing Customer Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents; and
(ii) DigiTimber’s obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by DigiTimber of any fault or liability of DigiTimber with respect to the Security Incident.
Notification(s) of Security Incidents, if any, will be delivered to one or more of Customer’s administrators by any means DigiTimber selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information on the DigiTimber management console and secure transmission at all times.
Section 8: Customer Rights
8.1 Independent Determination
Customer is responsible for reviewing the information made available by DigiTimber relating to data security and its Security Standards and making an independent determination as to whether the Covered Services meets Customer’s requirements and legal obligations as well as Customer’s obligations under this Addendum. The information made available is intended to assist Customer in complying with Customer’s obligations under applicable privacy laws, including the GDPR, in respect of data protection impact assessments and prior consultation.
8.2 Customer Audit Rights
Customer has the right to confirm DigiTimber’s compliance with this Addendum as applicable to the Covered Services, including specifically DigiTimber’s compliance with its Security Standards, by exercising a reasonable right to conduct an audit or inspection, including under the Standard Contractual Clauses if they apply, by making a specific request of DigiTimber in writing to the address set forth in its Terms of Service. If DigiTimber declines to follow any instruction requested by Customer regarding a properly requested and scoped audit or inspection, Customer is entitled to terminate this Addendum and the Terms of Service. If the Standard Contractual Clauses apply, nothing in this Section varies or modifies the Standard Contractual Clauses nor affects any supervisory authority’s or data subject’s rights under the Standard Contractual Clauses. This Section will also apply insofar as DigiTimber carries out the control of Sub-processors on behalf of the Customer.
Section 9: Termination of the Addendum
This Addendum will continue in force until the termination of our processing in accordance with the Terms of Service (the “Termination Date”).
Section 10: Return or Deletion of Customer Data
As described in the Covered Services, the Customer may be provided controls that may use to retrieve or delete Customer Data. Any deletion of Customer Data will be governed by the terms of the particular Covered Services.
Section 11: Limitation of Liability
The liability of each party under this Addendum will be subject to the exclusions and limitations of liability set out in the Terms of Service. Customer agrees that any regulatory penalties incurred by DigiTimber in relation to the Customer Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this Addendum and any applicable privacy laws will count towards and reduce DigiTimber’s liability under the Terms of Service as if it were liability to the Customer under the Terms of Service.
Section 12: Entire Terms of Service; Conflict
This Addendum supersedes and replaces all prior or contemporaneous representations, understandings, agreements, or communications between Customer and DigiTimber, whether written or verbal, regarding the subject matter of this Addendum, including any data processing addenda entered into between DigiTimber and Customer with regard to the processing of personal data and on the free movement of such data. Except as amended by this Addendum, the Terms of Service will remain in full force and effect. If there is a conflict between any other agreement between the parties including the Terms of Service and this Addendum, the terms of this Addendum will control.
DETAILS OF THE PROCESSING
- Nature and Purpose of Processing
DigiTimber will Process Personal Data as necessary to perform the Covered Services pursuant to the Terms of Service, product-specific agreements, and as further instructed by Customer throughout its use of the Covered Services.
- Duration of Processing
Subject to Section 10 of this Addendum, DigiTimber will Process Personal Data during the effective date of the Terms of Service, but will abide by the terms of this Addendum for the duration of the Processing if in excess of that term, and unless otherwise agreed upon in writing.
- Categories of Data Subjects
Customer may upload Personal Data in the course of its use of the Covered Services, the extent to which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
- Prospects, customers, business partners and vendors of Customer (who are natural persons)
- Employees or contact persons of Customer’s prospects, customers, business partners and vendors
- Employees, agents, advisors, freelancers of Customer (who are natural persons)
- Customer’s Users authorized by Customer to use the Covered Services
- Type of Personal Data
Customer may upload Personal Data in the course of its use of the Covered Services, the type of and extent to which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data of Data Subjects:
- Telephone number
- Date of birth
- Email address
- Other data collected that could directly or indirectly identify you.
I. Technical and Organizational Measures
We are committed to protect our customers’ information. Taking into account the best practices, the costs of implementation and the nature, scope, circumstances and purposes of processing as well as the different likelihood of occurrence and severity of the risk to the rights and freedoms of natural persons we take the following technical and organizational measures. When selecting the measures the confidentiality, integrity, availability and resilience of the systems are considered. A quick recovery after a physical or technical incident is guaranteed.
II. Data Privacy Program
Our Data Privacy Program is established to maintain a global data governance structure and secure information throughout its lifecycle. This program is driven by the office of the data protection officer, which oversees the implementation of privacy practices and security measures. We regularly test, assess and evaluate the effectiveness of its Data Privacy Program and Security Standards.
Section 1: Confidentiality
“Confidentiality means that personal data is protected against unauthorized disclosure.”
We use a variety of physical and logical measures to protect the confidentiality of its customers’ personal data. Those measures include:
Physical access control systems in place (Badge access control, Security event monitoring etc.)
Surveillance systems including alarms and, as appropriate, CCTV monitoring
Clean desk policies and controls in place (Locking of unattended computers, locked cabinets etc.)
Visitor Access Management
Destruction of data on physical media and documents (shredding, degaussing etc.)
Access Control & Prevention of Unauthorized Access
User access restrictions applied and role-based access permissions provided/reviewed based on segregation of duties principle
Strong authentication and authorization methods (Multi-factor authentication, certificate based authorization, automatic deactivation/log-off etc. )
Centralized password management and strong/complex password policies (minimum length, complexity of characters, expiration of passwords etc.)
Controlled access to e-mails and the Internet
Intrusion Prevention System management
Encryption of external and internal communication via strong cryptographic protocols
Encrypting PII/SPII data at rest (databases, shared directories etc.)
Full disk encryption for company PCs and laptops
Encryption of storage media
Remote connections to the company networks are encrypted via VPN
Securing the lifecycle of encryption keys
PII/SPI minimization in application, debugging and security logs
Pseudonymization of personal data to prevent directly identification of an individual
Segregation of data stored by function (test, staging, live)
Logical segregation of data by role based access rights
Defined data retention periods for personal data
Penetration Testing for critical company networks and platforms hosting personal data
Regular network and vulnerability scans
Section 2: Integrity
“Integrity refers to ensuring the correctness (intactness) of data and the correct functioning of systems. When the term integrity is used in connection with the term “data”, it expresses that the data is complete and unchanged.”
Appropriate change and log management controls are in place, in addition to access controls to be able to maintain the integrity of personal data such as:
Change & Release Management
Change and release management process including (impact analysis, approvals, testing, security reviews, staging, monitoring etc.)
Role & Function based (Segregation of Duties) access provisioning on production environments
Logging & Monitoring
Logging of access and changes on data
Centralized audit & security logs
Monitoring of the completeness and correctness of the transfer of data (end-to-end check)
Section 3: Availability
“The availability of services and IT systems, IT applications, and IT network functions or of information is guaranteed, if the users are able to use them at all times as intended.”
We implement appropriate continuity and security measures to maintain the availability of its services and the data residing within those services:
Regular fail-over tests applied for critical services
Extensive performance/availability monitoring and reporting for critical systems
Incident response programme
Critical data either replicated or backed up (Cloud Backups/Hard Disks/Database replication etc.)
Planned software, infrastructure and security maintenance in place (Software updates, security patches etc.)
Redundant and resilient systems (server clusters, mirrored DBs, high availability setups etc.) located on off-site and/or geographically separated locations
Use of uninterruptible power supplies, fail redundant hardware and network systems
Alarm, security systems in place
Physical Protection measures in place for critical sites (surge protection, raised floors, cooling systems, fire and/or smoke detectors, fire suppression systems etc.)
DDOS protection to maintain availability
Load & Stress Testing
Section 4: Data Processing Instructions.
“Data Processing Instructions refers to ensuring that personal data will only be processed in accordance with the instructions of the data controller and the related company measures”
We have established internal privacy policies, agreements and conduct regular privacy trainings for employees to ensure personal data is processed in accordance with customers’ preferences and instructions.
Privacy and confidentiality terms in place within employee contracts
Regular data privacy and security trainings for employees
Appropriate contractual provisions to the agreements with sub-contractors to maintain instructional control rights
Regular privacy checks for external service providers
Providing customers full control over their data processing preferences
Regular security audits