Data Processing Amendment to Google Workspace and/or Complementary Product
The customer agreeing to these terms (“Customer”), and Google LLC, Google Ireland Limited, Google Asia Pacific Pte. Ltd., or any other entity that directly or indirectly controls, is controlled by, or is under common control with Google LLC (as applicable, “Google”), have entered into one or more Google Workspace Agreement(s) (as defined below) and/or Complementary Product Agreements(s) (as defined below) (each, as amended from time to time, an "Agreement").
- 1. Commencement.
- This Data Processing Amendment to Google Workspace and/or Complementary Product Agreement including its appendices (the “Data Processing Amendment”) will be effective and replace any previously applicable data processing and security terms as from the Amendment Effective Date (as defined below).
- This Data Processing Amendment supplements the applicable Agreement. Where that Agreement was entered into offline with Google Ireland Limited, this Data Processing Amendment supersedes the “Privacy” Clause in the Agreement (if applicable).
- 2. Definitions
- 2.1 Capitalized terms defined in the applicable Agreement apply to this Data
Processing Amendment. In addition, in this Data Processing Amendment:
- “Customer Personal Data” means the personal data contained within the Customer Data.
- “EEA” means the European Economic Area.
- “GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
- “Security Measures” has the meaning given in Section 7.1.1 (Google’s Security Measures).
- “Services” means the following services, as
- a. the Core Services for Google Workspace, as described in the Google Workspace Services Summary;
- c. the services described in the Complementary Product Services Summary.
- 2.2. The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in this Data Processing Amendment have the meanings given in the GDPR, irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.
- 2.1 Capitalized terms defined in the applicable Agreement apply to this Data Processing Amendment. In addition, in this Data Processing Amendment:
- 3. Duration. This Data Processing Amendment will, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by Google as described in this Data Processing Amendment.
- 4. Scope of Data Protection
- 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 Data Processing Amendment. Except to the extent this Data Processing Amendment states otherwise, the terms of this Data Processing Amendment will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.
- 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:
- 5. Processing of
- 5.1 Roles and Regulatory Compliance;
- 5.1.1. Processor and
Controller Responsibilities. If European Data Protection Law applies to
the processing of Customer Personal Data:
- a. the subject matter and details of the processing are described in Appendix 1;
- b. Google is a processor of that Customer Personal Data under European Data Protection Law;
- 5.1.1. Processor and Controller Responsibilities. If European Data Protection Law applies to the processing of Customer Personal Data:
- 5.2 Scope of Processing.
- 5.3. Additional Products. If Google at its option makes any Additional Products available to Customer in accordance with the Additional Product Terms, and if Customer opts to install or use those Additional Products, the Services may allow those Additional Products to access Customer Personal Data as required for the interoperation of the Additional Products with the Services. For clarity, this Data Processing Amendment does not apply to the processing of personal data in connection with the provision of any Additional Products installed or used by Customer, including personal data transmitted to or from such Additional Products. Customer may use the functionality of the Services to enable or disable Additional Products, and is not required to use Additional Products in order to use the Services.
- 5.1 Roles and Regulatory Compliance; Authorization.
- 6. Data
- 6.1 Deletion During Term. Google will enable Customer and End Users to delete Customer Data during the applicable Term in a manner consistent with the functionality of the Services. If Customer or an End User uses the Services to delete any Customer Data during the applicable Term and that Customer Data cannot be recovered by Customer or an End User (such as from the “trash"), this use will constitute an instruction to Google to delete the relevant Customer Data from Google’s systems in accordance with applicable law. Google will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Law requires storage.
- 6.2 Deletion on Term Expiry. Subject to Section 6.3 (Deferred Deletion Instruction), on expiry of the applicable Term, Customer instructs Google to delete all Customer Data (including existing copies) from Google’s systems in accordance with applicable law. Google will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Law requires storage. Without prejudice to Section 9.1 (Access; Rectification; Restricted Processing; Portability), Customer is responsible for exporting, before the applicable Term expires, any Customer Data it wishes to retain.
- 6.3 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 Amendment will continue to apply to such Customer Data until its deletion by Google.
- 7. Data
- 7.1 Google’s Security Measures, Controls and
- 7.1.4 Google’s Security
Assistance. Google will (taking into account the nature of the
processing of Customer Personal Data and the information available to Google)
assist Customer in ensuring compliance with its obligations pursuant to
Articles 32 to 34 of the GDPR, by:
- c. complying with the terms of Section 7.2 (Data Incidents);
- 7.2 Data Incidents
- 7.3. Customer’s Security Responsibilities and
- 7.3.1 Customer’s Security
Responsibilities. Without prejudice to Google’s obligations under
Sections 7.1 (Google’s Security Measures, Controls and Assistance) and 7.2
(Data Incidents), and elsewhere in the applicable Agreement, Customer is
responsible for its use of the Services and its storage of any copies of
Customer Data outside Google’s or Google’s Subprocessors’ systems, including:
- c. retaining copies of its Customer Data as appropriate.
- 7.3.1 Customer’s Security Responsibilities. Without prejudice to Google’s obligations under Sections 7.1 (Google’s Security Measures, Controls and Assistance) and 7.2 (Data Incidents), and elsewhere in the applicable Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside Google’s or Google’s Subprocessors’ systems, including:
- 7.4 Compliance Certifications and SOC
Reports. Google will maintain at least the following for the
Audited Services in order to evaluate the continued effectiveness of the Security
- a. certificates for ISO 27001, ISO 27017 and ISO 27018, and
- 7.5 Reviews and Audits of
- 7.5.2 Customer’s Audit
- 7.5.3 Additional Business
Terms for Reviews and Audits.
- 7.1 Google’s Security Measures, Controls and Assistance.
- 8. Impact Assessments and
Consultations. Google will (taking into account the nature of the
processing and the information available to Google) assist Customer in ensuring
compliance with its obligations pursuant to Articles 35 and 36 of the GDPR, by:
- a. providing Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls) and the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation);
- b. providing the information contained in the applicable Agreement including this Data Processing Amendment; and
- 9. Access
etc.; Data Subject Rights; Data Export
- 9.1 Access; Rectification; Restricted Processing; Portability. During the applicable Term, Google 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 Google as described in Section 6.1 (Deletion During Term), and to export Customer Data.
- 9.2 Data Subject Requests.
- 9.2.2 Google’s Data Subject
Request Assistance. Google will (taking into account the nature of the
processing of Customer Personal Data) assist Customer in fulfilling its
obligations under Chapter III of the GDPR to respond to requests for exercising
the data subject’s rights by:
- 10. Data
- 10.1 Data Storage and Processing
Facilities. Google may store and process Customer Data anywhere
Google or its Subprocessors maintain facilities, subject to:
- b. the applicable Service Specific Terms (if any) with respect to data location.
- 10.2 Transfers of Data. If the
storage and/or processing of Customer Personal Data involves transfers of Customer
Personal Data from the EEA, Switzerland or the UK to any third country that does
not ensure an adequate level of protection under European Data Protection Law, and
European Data Protection Law applies to those transfers, then:
- a. if Customer (as data exporter) enters into the
Model Contract Clauses with Google LLC (as data importer) within the Admin
- i. the transfers will be subject to the Model Contract Clauses; and
- b. if Customer does not enter into the Model Contract
Clauses as described in Section 10.2(a), then:
- c. if Customer has entered into the Model Contract
Clauses but reasonably determines subsequently that they do not provide an
adequate level of protection, then:
- a. if Customer (as data exporter) enters into the Model Contract Clauses with Google LLC (as data importer) within the Admin Console, then:
- 10.3 Data Center Information. Information about the locations of Google data centers is available at: https://www.google.com/about/datacenters/inside/locations/index.html (as may be updated by Google from time to time).
- 10.4 Disclosure of Confidential Information Containing Personal Data. If Customer has entered into Model Contract Clauses as described in Section 10.2 (Transfers of Data), Google 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.
- 10.1 Data Storage and Processing Facilities. Google may store and process Customer Data anywhere Google or its Subprocessors maintain facilities, subject to:
- 11. Subprocessors
- 11.1 Consent to Subprocessor Engagement. Customer specifically authorizes the engagement as Subprocessors of: (a) those entities listed as of the Amendment Effective Date at the URL specified in Section 11.2 (Information about Subprocessors); and (b) all other Google Affiliates from time to time. 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 Third Party Subprocessors”). If Customer has entered into Model Contract Clauses as described in Section 10.2 (Transfers of Data), the above authorizations constitute Customer’s prior written consent to the subcontracting by Google LLC of the processing of Customer Data.
- 11.2 Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available at https://workspace.google.com/intl/en/terms/subprocessors.html (as may be updated by Google from time to time in accordance with this Data Processing Amendment).
- 11.3 Requirements for Subprocessor
Engagement. When engaging any Subprocessor, Google will:
- a. ensure via a written contract that:
- a. ensure via a written contract that:
- 11.4 Opportunity to Object to Subprocessor
Cloud Data Protection Team; Processing Records
- 12.1 Google’s Cloud Data Protection Team. Google’s Cloud Data Protection Team can be contacted by Customer’s Administrators at https://support.google.com/a/contact/googlecloud_dpr (while Administrators are signed in to their Admin Account) and/or by Customer by providing a notice to Google as described in the applicable Agreement.
- 12.2. Google’s Processing Records. To the extent the GDPR requires Google to collect and maintain records of certain information relating to Customer, Customer will, where requested, use the Admin Console to supply such information and keep it accurate and up-to-date. Google may make any such information available to the Supervisory Authorities if required by the GDPR.
- 13. Liability
- 13.1 Liability Cap. If the Model Contract Clauses have been entered into as described in Section 10.2 (Transfers of Data) then, subject to Section 13.2 (Liability Cap Exclusions), 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.
- 13.2 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. Third Party Beneficiary
- Notwithstanding anything to the contrary in the applicable Agreement, where Google LLC is not a party to such Agreement, Google LLC will be a third party beneficiary of Sections 7.5 (Reviews and Audits of Compliance), 10.2 (Data Transfers), 11.1 (Consent to Subprocessor Engagement) and 13 (Liability).
- 15 Effect of Amendment
- Notwithstanding anything to the contrary in the applicable Agreement, to the extent of any conflict or inconsistency between the terms of this Data Processing Amendment and the remainder of the applicable Agreement, this Data Processing Amendment will govern. For clarity, if Customer has entered more than one Agreement, this Data Processing Amendment will amend each of the Agreements separately.
Appendix 1: Subject Matter and Details of the Data Processing
Google’s provision of the Services and TSS to Customer.
Duration of the Processing
The applicable Term plus the period from the expiry of such Term until deletion of all Customer Data by Google in accordance with the Data Processing Amendment.
Nature and Purpose of the Processing
Google will process Customer Personal Data for the purposes of providing the Services and TSS to Customer in accordance with the Data Processing Amendment.
Categories of Data
Data relating to individuals provided to Google via the Services, by (or at the direction of) Customer or End Users.
Data subjects include the individuals about whom data is provided to Google via the Services by (or at the direction of) Customer or End Users.
Appendix 2: Security Measures
As from the Amendment Effective Date, Google will implement and maintain the Security Measures described in this Appendix 2.
- 1. Data Center and Network Security
(a) Data Centers.
Infrastructure. Google maintains geographically distributed data centers. Google stores all production data in physically secure data centers.
Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow Google to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.
Power. The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.
Server Operating Systems. Google servers use a Linux based implementation customized for the application environment. Data is stored using proprietary algorithms to augment data security and redundancy. Google employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.
Businesses Continuity. Google has designed and regularly plans and tests its business continuity planning/disaster recovery programs.
(b) Networks and Transmission.
Data Transmission. Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Google transfers data via Internet standard protocols.
External Attack Surface. Google employs multiple layers of network devices and intrusion detection to protect its external attack surface. Google considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.
Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Google’s intrusion detection involves:
- 1. tightly controlling the size and make-up of Google’s attack surface through preventative measures;
- 2. employing intelligent detection controls at data entry points; and
- 3. employing technologies that automatically remedy certain dangerous situations.
Incident Response. Google monitors a variety of communication channels for security incidents, and Google’s security personnel will react promptly to known incidents.
Encryption Technologies. Google makes HTTPS encryption (also referred to as SSL or TLS connection) available. Google servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.
2. Access and Site
(a) Site Controls.
(b) Access Control.
Infrastructure Security Personnel. Google has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Google’s infrastructure security personnel are responsible for the ongoing monitoring of Google’s security infrastructure, the review of the Services, and responding to security incidents.
Access Control and Privilege Management. Customer’s Administrators and End Users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Services.
Internal Data Access Processes and Policies – Access Policy. Google’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data. Google designs its systems to: (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorization during processing, use and after recording. The systems are designed to detect any inappropriate access. Google employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. Google’s authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide Google with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Google requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Google’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength. For access to extremely sensitive information (e.g., credit card data), Google uses hardware tokens.
- (a) Site Controls.
(a) Data Storage, Isolation and Logging.
(b) Decommissioned Disks and Disk Erase Policy.
Disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned (“Decommissioned Disk”). Every Decommissioned Disk is subject to a series of data destruction processes (the “Disk Erase Policy”) before leaving Google’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk’s serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Disk Erase Policy.
- (a) Data Storage, Isolation and Logging.
4. Personnel Security
Google personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Google conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.
Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Google’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (e.g., certifications). Google’s personnel will not process Customer Data without authorization.
5. Subprocessor Security.
Before onboarding Subprocessors, Google conducts an audit of 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 Google has assessed the risks presented by the Subprocessor, then subject to the requirements described in Section 11.3 (Requirements for Subprocessor Engagement) of this Data Processing Amendment, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.
Google Workspace and Complementary Product Data Processing Amendment, Version 2.3