HubbubHR Data Processing Agreement

HubbubHR Data Processing Agreement

The Customer agreeing to these terms (“Customer”, “You”) and Ode Systems Inc. (as applicable, “HubbubHR”, “We”, “Us”) have entered into an agreement for the provision of Services provided Ode Systems Inc. (each, as amended from time to time, an “Agreement”).

This Data Processing Agreement will, as from the Amendment Effective Date (as defined below), be effective and replace any previously applicable data processing agreement or any terms previously applicable to privacy, data processing and/or data security.

1.    Introduction

  • This Data Processing Agreement reflects the parties’ agreement with respect to the terms governing the processing and security of Customer Data under the applicable Agreement.

2.    Definitions

  • “Additional Security Controls” means security resources, features, functionality and/or controls that Customer may use at its option and/or as it determines. “Additional Security Controls” may include the settings and controls available to HR Managers and Administrators in the Services and other features and functionality of the Services such as the configuration of organisation, team and manager settings; user roles and access rights; field, record and company documents security settings; and integration with third-party authentication services.
  • “Affiliate” means any entity controlling, controlled by, or under common control with a party, where “control” is defined as: (a) the ownership of at least fifty percent (50%) of the equity or beneficial interests of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to exercise a controlling influence over the management or policies of the entity.
  • “Authorised User” means any individual the Customer permits to use the Services;
  • “Agreed Liability Cap” means the maximum monetary or payment-based amount at which a party’s liability is capped under the applicable Agreement, either per annual period or event giving rise to liability, as applicable.
  • “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 Article 45 or 46 of the GDPR (for example, the EU-U.S. Privacy Shield).
  • “Amendment Effective Date” means, as applicable:
    (a) 25th May 2018, if Customer clicked to accept or the parties otherwise agreed to this Data Processing Agreement in respect of the applicable Agreement prior to or on such date; or
    (b) the date on which Customer clicked to accept or the parties otherwise agreed to this Data Processing Agreement in respect of the applicable Agreement, if such date is after 25 May 2018.
  • “HubbubHR Agreement” means any order form or online order specifying that We will provide the Services combined with the acceptance of the HubbubHR Terms of Service under which We agree to provide the Services to Customer.
  • “Customer Data” means data submitted, stored, sent or received via the Services by Customer, its Affiliates or Authorised Users.
  • “Customer Personal Data” means personal data contained within the Customer Data.
  • “Data Incident” means a breach of Our security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data held, stored, managed by or otherwise controlled by Us. “Data Incidents” will not include unsuccessful attempts or activities that do not result in accidental or unlawful destruction, loss, alteration or disclosure of Customer Data, including, where applicable, unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems
  • “EEA” means the European Economic Area.
  • “European Data Protection Legislation” means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).
  • “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.
  • “Microsoft Azure” means Microsoft Azure hosting services.
  • “Model Contract Clauses” or “MCCs” means 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 GDPR.
  • “Non-European Data Protection Legislation” means data protection or privacy legislation other than the European Data Protection Legislation.
  • “Notification Email Address” means the email address(es) designated by Customer in the Admin Console for Customer Administrators or Customer’s Data Protection Officer, if one has been appointed, to receive certain notifications from Us.
  • “Security Documentation” means all documents and information made available by Us under Section 7.5.1 (Reviews of Security Documentation).
  • “Security Measures” has the meaning given in Section 7.1.1 (HubbubHR’s Security Measures).
  • “Services” means the following services, as applicable: (a) HubbubHR; or (b) any other services offered by Ode Systems Inc.
  • “Services Summary” means the then-current description of the Services and related editions, as set out at http://www.hubbubhr.com (or as may be updated by Us from time to time in accordance with the HubbubHR Terms & Conditions).
  • “Subprocessors” means third parties authorized under this Data Processing Agreement to have logical access to and process Customer Data in order to provide parts of the Services and related technical support.
  • “Term” means the period from the Amendment Effective Date until the end of HubbubHR’s provision of the Services under the applicable Agreement, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which HubbubHR may continue providing the Services for transitional purposes.
  • “Third Party Products” means products, services and applications that are not part of the Services but that may be accessible, via the Services or otherwise, for use with the Services.
  • The terms “personal data”, “data subject”, “processing”, “controller”, “processor” and “supervisory authority” as used in this Data Processing Agreement have the meanings given in the GDPR, and the terms “data importer” and “data exporter” have the meanings given in the Model Contract Clauses, in each case irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies.

3.    Duration of Data Processing Agreement

  • This Data Processing Agreement will take effect on the Amendment Effective Date and, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by HubbubHR as described in this Data Processing Agreement.

4.    Scope of Data Protection Legislation

  • Application of European Legislation. The parties acknowledge and agree that the European Data Protection Legislation will apply to the processing of Customer Personal Data if, for example:
    (a) the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA; and/or
    (b) the Customer Personal Data is personal data relating to data subjects who are in the EEA and the processing relates to the offering to them of goods or services in the EEA or the monitoring of their behaviour in the EEA.
  • Application of Non-European Legislation. The parties acknowledge and agree that Non-European Data Protection Legislation may also apply to the processing of Customer Personal Data.
  • Application of Data Processing Agreement. Except to the extent this Data Processing Agreement states otherwise, the terms of this Data Processing Agreement will apply irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies to the processing of Customer Personal Data.

5.    Processing of Data

  • Roles and Regulatory Compliance; Authorization.
    • Processor and Controller Responsibilities. If the European Data Protection Legislation applies to the processing of Customer Personal Data, the parties acknowledge and agree that:
      • the subject matter and details of the processing are described in Appendix 1;
      • HubbubHR is a processor of that Customer Personal Data under the European Data Protection Legislation;
      • Customer is a controller or processor, as applicable, of that Customer Personal Data under the European Data Protection Legislation; and
      • each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of that Customer Personal Data.
    • Authorization by Third Party Controller. If the European Data Protection Legislation applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants to HubbubHR that Customer’s instructions and actions with respect to that Customer Personal Data, including its appointment of HubbubHR as another processor, have been authorized by the relevant controller.
    • Responsibilities under Non-European Legislation. If Non-European Data Protection Legislation applies to either party’s processing of Customer Personal Data, the parties acknowledge and agree that the relevant party will comply with any obligations applicable to it under that legislation with respect to the processing of that Customer Personal Data.
  • Scope of Processing
    • Customer’s Instructions. By entering into this Data Processing Agreement, Customer instructs HubbubHR to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services and related technical support; (b) as further specified via Customer’s use of the Services (including the administration and management settings and other functionality of the Services) and related technical support; (c) as documented in the form of the applicable Agreement, including this Data Processing Agreement; and (d) as further documented in any other written instructions given by Customer and acknowledged by Us as constituting instructions for purposes of this Data Processing Agreement.
    • HubbubHR’s Compliance with Instructions. As from the Amendment Effective Date we will comply with the instructions described in Section 5.2.1 (Customer’s Instructions) (including with regard to data transfers) unless EU or EU Member State law to which We are subject requires other processing of Customer Personal Data by Us, in which case We will inform Customer (unless that law prohibits Us from doing so on important grounds of public interest) via the Notification Email Address.
  • Third-Party Products integration. If We, at our option, make any integration with Third-Party Products available to Customer via the Services and if Customer opts to enable integration with those Third-Party Products, the Services may allow those Third-Party Products to access Customer Personal Data as required for the interoperation of the Third-Party Products with the Services. For clarity, this Data Processing Agreement does not apply to the processing of personal data in connection with the provision of any Third-Party Products installed or used by Customer, including personal data transmitted to or from such Third-Party Products. Customer may use the functionality of the Services to enable or disable integration with the Third-Party Products and is not required to use Third-Party Products in order to use the Services.

6.    Data Deletion

  • Deletion During Term. HubbubHR will enable Customer and/or Authorised Users to delete Customer Data during the applicable Term in a manner consistent with the functionality of the Services. If Customer or an Authorised User uses the Services to delete any Customer Data during the applicable Term and the Customer Data cannot be recovered by Customer or an Authorised User (such as from the “trash”), this use will constitute an instruction to Us to delete the relevant Customer Data from our systems in accordance with applicable law. We will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless EU or EU Member State law requires storage.
  • Deletion on Term Expiry. Subject to Section 6.3 (Deferred Deletion Instruction), on expiry of the applicable Term Customer instructs HubbubHR to delete all Customer Data (including existing copies) from Our systems in accordance with applicable law. We will comply with this instruction as soon as reasonably practicable but no earlier than 30 days after the Term Expiry and within a maximum period of 180 days, unless EU or EU Member State law requires storage. Without prejudice to Section 9 (Data Subject Rights; Data Export and Return), Customer acknowledges and agrees that Customer will be responsible for exporting, before the applicable Term expires, any Customer Data it wishes to retain afterwards.
  • Deferred Deletion Instruction. To the extent any Customer Data covered by the deletion instruction described in Section 6.2 (Deletion on Term Expiry) is also processed, when the applicable Term under Section 6.2 expires, in relation to an Agreement with a continuing Term, such deletion instruction will only take effect with respect to such Customer Data when the continuing Term expires. For clarity, this Data Processing Agreement will continue to apply to such Customer Data until its deletion by HubbubHR.

7.    Data Security

  • HubbubHR’s Security Measures, Controls and Assistance.
    • HubbubHR’s Security Measures. We 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”). As described in Appendix 2, the Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of HubbubHR’s systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. We may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.
    • Security Compliance by HubbubHR Staff. We will take appropriate steps to ensure compliance with the Security Measures by its employees and contractors to the extent applicable to their scope of performance, including ensuring that all persons authorized to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
    • Additional Security Controls. In addition to the Security Measures, We will make the 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.
    • HubbubHR’s Security Assistance. Customer agrees that We will (taking into account the nature of the processing of Customer Personal Data and the information available to Us) assist Customer in ensuring compliance with any of Customer’s obligations in respect of security of personal data and personal data breaches, including if applicable Customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:
      • implementing and maintaining the Security Measures in accordance with Section 7.1.1 (HubbubHR’s Security Measures);
      • making the Additional Security Controls available to Customer in accordance with Section 7.1.3 (Additional Security Controls);
      • complying with the terms of Section 7.2 (Data Incidents); and
      • providing Customer with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in the applicable Agreement including this Data Processing Agreement.
    • Data Incidents.
      • Incident Notification. If HubbubHR becomes aware of a Data Incident, We will: (a) notify Customer of the Data Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimize harm and secure Customer Data.
      • Details of Data Incident. Notifications made pursuant to this section will describe, to the extent possible, details of the Data Incident, including the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned, and also any steps taken to mitigate the potential risks and steps We recommend Customer take to address the Data Incident.
      • Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address or, at Our discretion, by direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for ensuring that the Notification Email Address is current and valid.
      • No Assessment of Customer Data by HubbubHR. We will not assess the contents of Customer Data in order to identify information unless required to do so under European Data Protection Legislation. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third party notification obligations related to any Data Incident(s).
      • No Acknowledgment of Fault by HubbubHR. Our notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by US of any fault or liability with respect to the Data Incident.
    • Customer’s Security Responsibilities and Assessment.
      • Customer’s Security Responsibilities. Customer agrees that, without prejudice to HubbubHR’s obligations under Section 7.1 (HubbubHR’s Security Measures, Controls and Assistance) and Section 7.2 (Data Incidents):
        (a) Customer is solely responsible for its use of the Services, including:
        (i) making appropriate use of the Services and both reviewing and applying the Additional Security Controls to ensure a level of security appropriate to the risk in respect of the Customer Data;
        (ii) securing the account authentication credentials, systems and devices Customer uses to access the Services; and
        (iii) backing up its Customer Data; and
        (b) HubbubHR has no obligation to protect Customer Data that Customer elects to store or transfer outside of Our and our Subprocessors’ systems (for example, offline or on-premise storage or via Third Party Products), or to protect Customer Data by implementing or maintaining Additional Security Controls except to the extent Customer has opted to use them.
      • Customer’s Security Assessment.
        (a) Customer is solely responsible for reviewing the Security Documentation and evaluating for itself whether the Services, the Security Measures, the Additional Security Controls and HubbubHR’s commitments under this Section 7 (Data Security) will meet Customer’s needs, including with respect to any security obligations of Customer under the European Data Protection Legislation and/or Non-European Data Protection Legislation, as applicable.
        (b) Customer acknowledges and agrees that (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) the Security Measures implemented and maintained by Us as set out in Section 7.1.1 (HubbubHR’s Security Measures) provide a level of security appropriate to the risk in respect of the Customer Data.
    • Security Certifications and Reports.
      • HubbubHR will do the following to evaluate and help ensure the continued effectiveness of the Security Measures:
      • Reviews and Audits of Compliance.
        • Reviews of Security Documentation. In addition to the information contained in the applicable Agreement including this Data Processing Agreement, HubbubHR will make available for review by Customer the documentation maintained by our Hosting Subprocessor to demonstrate compliance by HubbubHR with its obligations under this Data Processing Agreement:
          The documentation maintained by our Hosting Subprocessor includes the certificates issued in relation to the ISO 27001 Certification, the ISO 27017 Certification and the ISO 27018 Certification; and the then-current SOC 3 Report; for further information see https://www.microsoft.com/en-us/trustcenter/compliance/iso-iec-27001 , https://www.microsoft.com/en-us/trustcenter/compliance/iso-iec-27017 , https://www.microsoft.com/en-us/trustcenter/compliance/iso-iec-27018 , https://www.microsoft.com/en-us/trustcenter/compliance/soc
        • Customer’s Audit Rights.
          (a) If the European Data Protection Legislation applies to the processing of Customer Personal Data, HubbubHR will allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) to verify HubbubHR’s compliance with its obligations under this Data Processing Agreement in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits). HubbubHR will contribute to such audits as described in Section 7.4 (Security Certifications and Reports) and this Section 7.5 (Reviews and Audits of Compliance).
          (b) Customer may also conduct an audit to verify HubbubHR’s compliance with its obligations under this Data Processing Agreement by reviewing the Security Documentation.
        • Additional Business Terms for Reviews and Audits.
          (a) Customer must send any requests for audits under Section 7.5.2(a) or 7.5.2(b) to HubbubHR’s Data Protection Team as described in Section 12 (HubbubHR Data Protection Team; Processing Records).
          (b) Following receipt by HubbubHR of a request under Section 7.5.3(a), HubbubHR and Customer will discuss and agree in advance on: (i) the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit under Section 7.5.2(a) or 7.5.2(b).
          (c) HubbubHR may charge a fee (based on Our reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b). We will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such review or audit. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
          (d) We may object in writing to an auditor appointed by Customer to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in Our reasonable opinion, not suitably qualified or independent, a competitor of HubbubHR, or otherwise manifestly unsuitable. Any such objection by Us will require Customer to appoint another auditor or conduct the audit itself.
        • 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 Us under any Model Contract Clauses entered into as described in Section 10.2 (Transfers of Data Out of the EEA).

8.    Impact Assessments and Consultations

  • Customer agrees that HubbubHR will (taking into account the nature of the processing and the information available to Us) assist Customer in ensuring compliance with any obligations of Customer in respect of data protection impact assessments and prior consultation, including if applicable Customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by:
    • providing the 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); and
    • providing the information contained in the applicable Agreement including this Data Processing Agreement.

9.    Data Subject Rights; Data Export and Return

  • Access; Rectification; Restricted Processing; Portability. During the applicable Term, HubbubHR will, in a manner consistent with the functionality of the Services, enable Customer to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by Us as described in Section 6.1 (Deletion During Term).
  • Data Export and Return; HubbubHR will enable Customer to export or retrieve Customer Data using the “Employee Data Extract” functionality of the Services during the Term or, by raising a support case no later than 14 days after expiry of the Term to request temporary access to complete an export only. Customer is solely responsible for ensuring all Data required has been exported before the automatic data deletion takes place as per clause 6.2.
  • Data Subject Requests.
    • Customer’s Responsibility for Requests. During the applicable Term, if HubbubHR receives any request from a data subject in relation to Customer Personal Data, We will advise the data subject to submit his/her request to Customer, and Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
    • HubbubHR’s Data Subject Request Assistance. Customer agrees that (taking into account the nature of the processing of Customer Personal Data) We will assist Customer in fulfilling any obligation to respond to requests by data subjects, including if applicable Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR, by: (a) providing the Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls);
      and (b)complying with the commitments set out in Section 9.1 (Access; Rectification; Restricted Processing; Portability) and Section 9.2.1 (Customer’s Responsibility for Requests).

10. Data Transfers

  • Data Storage and Processing Facilities.
    • For customers with GDPR requirements, data in HubbubHR is held solely within the EEA and in Microsoft Azure Cloud’s European data centres. Microsoft has extensive expertise in protecting data, championing privacy, and complying with complex regulations, and currently complies with both EU-U.S. Privacy Shield and EU Model Clauses. For further information see: https://www.microsoft.com/en-us/TrustCenter/Privacy/gdpr/default.aspx  and https://azure.microsoft.com/en-us/global-infrastructure/
    • Customer agrees that We may, subject to Section 10.2 (Transfers of Data Out of the EEA), store and process Customer Data in the United States and any other country in which our Hosting Subprocessor maintains facilities if required by HubbubHR on an interim basis for operational, availability or security reasons for performance of the contract and provision of the Services.
  • Transfers of Data Out of the EEA.
    • HubbubHR’s Transfer Obligations. If the storage and/or processing of Customer Personal Data (as set out in Section 10.1 (Data Storage and Processing Facilities)) involves transfers of Customer Personal Data out of the EEA and the European Data Protection Legislation applies to the transfers of such data (“Transferred Personal Data”), HubbubHR will:
      (a) ensure that our Hosting Subprocessor as the data importer of the Transferred Personal Data enters into Model Contract Clauses with HubbubHR as the data exporter of such data, and that the transfers are made in accordance with such Model Contract Clauses. Microsoft has extensive expertise in protecting data, championing privacy, and complying with complex regulations, and currently complies with both EU-U.S. Privacy Shield and EU Model Clauses. For further information see: https://www.microsoft.com/en-us/TrustCenter/Privacy/gdpr/default.aspx; and/or
      (b) offer an Alternative Transfer Solution, ensure that the transfers are made in accordance with such Alternative Transfer Solution, and make information available to Customer about such Alternative Transfer Solution.
    • Customer’s Transfer Obligations. In respect of Transferred Personal Data, Customer agrees that:
      if under the European Data Protection Legislation HubbubHR reasonably requires Customer to use an Alternative Transfer Solution offered by HubbubHR, and reasonably requests that Customer take any action (which may include execution of documents) strictly required to give full effect to such solution, Customer will do so.
    • Data Centre Information. As per 10.1.1 for customers with GDPR requirements, data in HubbubHR is held solely within the EEA and in Microsoft Azure Cloud’s European data centres. Microsoft has extensive expertise in protecting data, championing privacy, and complying with complex regulations, and currently complies with both EU-U.S. Privacy Shield and EU Model Clauses. For further information see: https://www.microsoft.com/en-us/TrustCenter/Privacy/gdpr/default.aspx and https://azure.microsoft.com/en-us/global-infrastructure/
    • Information about the locations is available at: https://azure.microsoft.com/en-us/global-infrastructure/regions/ (as may be updated by Microsoft from time to time).
  • Disclosure of Confidential Information Containing Personal Data. If HubbubHR has entered into Model Contract Clauses with our Hosting Subprocessor as described in Section 10.2 (Transfers of Data Out of the EEA), HubbubHR will, notwithstanding any term to the contrary in the applicable Agreement, ensure that any disclosure of Customer’s Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.

11. Subprocessors

  • Consent to Subprocessor Engagement. Customer specifically authorizes the engagement of Microsoft Azure as a Subprocessor (“Hosting Subprocessor”) for the provision of hosting and platform services. In addition, Customer generally authorizes the engagement of any other third parties as Subprocessors (“Third Party Subprocessors”). If HubbubHR has entered into Model Contract Clauses as described in Section 10.2 (Transfers of Data Out of the EEA), the above authorizations will constitute Customer’s prior written consent to the subcontracting to Microsoft Azure the processing of Customer Data if such consent is required under the Model Contract Clauses.
  • Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available at http://www.hubbubhr.com/trust/gdpr/subprocessors (as may be updated by Us from time to time in accordance with this Data Processing Agreement).
  • Requirements for Subprocessor Engagement. When engaging any Subprocessor, we will ensure:
    • 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 applicable Agreement (including this Data Processing Agreement) and any Model Contract Clauses entered into or Alternative Transfer Solution as described in Section 10.2 (Transfers of Data Out of the EEA). For further information see https://docs.microsoft.com/en-us/legal/gdpr ; and
    • if the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR, as described in this Data Processing Agreement, are imposed on the Subprocessor. For further information see: https://docs.microsoft.com/en-us/legal/gdpr
  • Opportunity to Object to Subprocessor Changes.
    (a) When we intend to appoint any new Third Party Subprocessor during the applicable Term, we will inform Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) either by sending an email to the Notification Email Address or via the “Billing and Data Protection” Admin section of the Services.
    (b) Customer may object to any new Third Party Subprocessor by terminating the applicable Agreement immediately upon written notice to Us, on condition that Customer provides such notice within 90 days of being informed of the engagement of the subprocessor as described in Section 11.4(a). This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Third Party Subprocessor.

12. HubbubHR Data Protection Team; Processing Records

  • HubbubHR Data Protection Team. HubbubHR Data Protection Team can be contacted by Customer’s Administrators or Customer’s Data Protection Officer by raising a case by email to dataprotection@hubbubhr.com.
  • HubbubHR’s Processing Records. Customer acknowledges that HubbubHR is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which HubbubHR is acting and, where applicable, of such processor’s or controller’s local representative (Customer Administrators) and data protection officer; and (b) make such information available to the supervisory authorities where required under applicable European Data Protection Legislation. Accordingly, if the GDPR applies to the processing of Customer Personal Data, Customer will, where requested, provide such information to HubbubHR via the “Billing and Data Protection” section available to Customer Administrator in the Services or other means provided by HubbubHR, and will use the “Billing and Data Protection” administration section in the Services or such other means to ensure that all information provided is kept accurate and up-to-date.

13. Liability

  • Liability Cap. If Model Contract Clauses have been entered into as described in Section 10.2 (Transfers of Data Out of the EEA), the total combined liability of either party and its Affiliates towards the other party and its Affiliates under or in connection with the applicable Agreement and such Model Contract Clauses combined will be limited to the Agreed Liability Cap for the relevant party, subject to Section 13.2 (Liability Cap Exclusions).
  • Liability Cap Exclusions. Nothing in Section 13.1 (Liability Cap) will affect the remaining terms of the applicable Agreement relating to liability (including any specific exclusions from any limitation of liability).

14. Effect of Agreement

  • To the extent of any conflict or inconsistency between the terms of this Data Processing Agreement and the remainder of the applicable Agreement, the terms of this Data Processing Agreement will govern. Subject to the terms in this Data Processing Agreement, such Agreement remains in full force and effect. For clarity, if Customer has entered more than one Agreement, this Data Processing Agreement will amend each of the Agreements separately.

Appendix 1: Subject Matter and Details of the Data Processing

  1. Subject Matter: HubbubHR’s provision of the Services and related technical support to Customer.
  2. Duration of the Processing: The applicable Term plus the period from expiry of such Term until deletion of all Customer Data by HubbubHR in accordance with the Data Processing Agreement.
  3. Nature and Purpose of the Processing: HubbubHR will process Customer Personal Data submitted, stored, sent or received by Customer, its Affiliates or Authorised Users via the Services for the purposes of providing the Services and related technical support to Customer in accordance with the Data Processing Agreement.
  4. Categories of Data: Personal data submitted, stored, sent or received by Customer, its Affiliates or Authorised Users via the Services may include the following categories of data: user IDs, names, email, phone numbers, documents, records, data related to the employment of the Authorised Users by the Customer and other data.
  5. Data Subjects: Personal data submitted, stored, sent or received via the Services may concern the following categories of data subjects: Authorised Users including Customer’s employees and contractors; the personnel of Customer’s customers, suppliers and subcontractors; and any other person who transmits data via the Services, including individuals collaborating and communicating with Authorised Users.

 

Appendix 2: Security Measures

As from the Amendment Effective Date, HubbubHR and our Hosting Subprocessor will implement and maintain the Security Measures set out in this Appendix 2 to the Data Processing Agreement. For further information see: https://www.microsoft.com/en-us/trustcenter/security  We may update or modify such Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.

  1. Data Centre & Network Security
    • Data Centres. For customers with GDPR requirements, data in HubbubHR is held solely within the EEA and in Microsoft Azure Cloud’s European data centres. Microsoft has extensive expertise in protecting data, championing privacy, and complying with complex regulations, and currently complies with both EU-U.S. Privacy Shield and EU Model Clauses. For further information see: https://www.microsoft.com/en-us/TrustCenter/Privacy/gdpr/default.aspx  and https://azure.microsoft.com/en-us/global-infrastructure/
    • Our Hosting Subprocessor maintains geographically distributed data centres. our Hosting Subprocessor stores all production data in physically secure data centres. For further information see: https://azure.microsoft.com/en-us/global-infrastructure/
    • Infrastructure Availability. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks to ensure business continuity. The data centre hosting and platform services are designed to allow our Hosting Subprocessor to perform certain types of preventative and corrective maintenance without interruption. For further information see: https://docs.microsoft.com/en-us/azure/security/azure-infrastructure-availability.
    • Network Security. Our Hosting Subprocessor’s architecture follows a modified version of the industry standard core/distribution/access model, with distinct hardware layers. For further information see: https://docs.microsoft.com/en-us/azure/security/azure-infrastructure-network and https://www.microsoft.com/en-us/trustcenter/security/networksecurity.
    • Access and Site Controls.
      • Site Controls.
        • Data Centre Security. Our Hosting Subprocessor designs, builds, and operates datacenters in a way that strictly controls physical access to the areas where your data is stored. Our Hosting Subprocessor is committed to protecting your data and the datacenters that contain your data. For further information see: https://docs.microsoft.com/en-us/azure/security/azure-physical-security.
      • Access Control.
        • Data Centre Security. Our Hosting Subprocessor takes a layered approach to physical security, to reduce the risk of unauthorized users gaining physical access to data and the datacenter resources. Datacenters managed by our Hosting Subprocessor have extensive layers of protection: access approval at the facility’s perimeter, at the building’s perimeter, inside the building, and on the datacenter. For further information see: https://docs.microsoft.com/en-us/azure/security/azure-physical-security.
        • Access Control and Privilege Management. Customer’s Administrators and Authorised Users must authenticate themselves via HubbubHR role-based security or via a single sign on system in order to use the Services. HubbubHR role-based security is configured by the Customer (see Additional Security Controls) and checks credentials in order to allow the display of data to an authorized Authorised User or authorized Administrator.
        • Data Access Processes and Policies – Access Policy. Our Hosting Subprocessor and HubbubHR maintain data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data.  For further information see: https://docs.microsoft.com/en-us/azure/security/azure-physical-security Both HubbubHR and our Hosting Subprocessor require the use of unique user IDs, strong passwords, 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, password policies that follow industry standard practices are implemented.
      • Data.
        • Data Storage, Isolation & Authentication. HubbubHR logically isolates data on a per Customer and per User basis at the application layer. This logically isolates each Customer’s data, and logically separates each Authorised User’s data from the data of other Authorised Users, and data for an authenticated Authorised User will not be displayed to another Authorised User (unless the Customer Administrator allows the data to be shared using the Additional Security Controls). Customer will be given control over specific data sharing policies via the Additional Security Controls. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the information access settings applicable to Authorised Users for specific purposes based on their roles. Customer may choose to make use of certain logging or auditing capability that HubbubHR may make available via the Services.
        • Disk Erase Policy. Certain disks containing data at our Hosting Subprocessor’s data centres may experience performance issues, errors or hardware failure that lead them to be decommissioned. If a disk drive used for storage suffers a hardware failure, it is securely erased or destroyed before our Hosting Subprocessor returns it to the manufacturer for replacement or repair. The data on the drive is completely overwritten to ensure that the data cannot be recovered by any means. When such devices are decommissioned by our Hosting Subprocessor, they are purged or destroyed according to NIST 800-88 Guidelines for Media Sanitation. For further information see: https://www.microsoft.com/en-us/trustcenter/privacy/you-own-your-data.
      • Personnel Security.
        • HubbubHR and our Subprocessor’s personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. HubbubHR and our Subprocessors conduct reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labour law and statutory regulations.
        • Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, our and our Subprocessors confidentiality and privacy policies.
      • Subprocessor Security.
        • Before onboarding Subprocessors, We review the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once We have assessed the risks presented by the Subprocessor, then subject always to the requirements set out in Section 11.3 (Requirements for Subprocessor Engagement) of this Data Processing Agreement, the Subprocessor is required to provide appropriate security, confidentiality and privacy terms. https://docs.microsoft.com/en-us/legal/gdpr

 

HubbubHR Data Processing Agreement V2.1 – September 2018