This Data Protection & Data Sharing Agreement (the "Agreement") is between:
(1) Hubpeople Limited, a company incorporated and registered in the Isle of Man (Company No. 114690C), whose registered office is at Third Floor, Rose House, 51–59 Circular Road, Douglas, Isle of Man, IM1 1AZ ("Hubpeople"); and
(2) the person or company registered as a Partner under the Partner Services Agreement, as named in its partner account (the "Partner"),
each a "party" and together the "parties".
Background
A. Hubpeople operates a dating platform (the "Platform") on which the Partner runs one or more branded dating websites under the Hubpeople Partner Services Agreement between the parties (the "Partner Services Agreement").
B. Members join the Platform through the Partner's websites, accept Hubpeople's member terms, contract with Hubpeople for the dating services, and pay Hubpeople for any subscription or purchase. Under clause 7.1 of the Partner Services Agreement, Hubpeople is the data controller of Member Data.
C. This Agreement sets out how the parties handle personal data: the everyday processing of Member Data by Hubpeople; the limited processing Hubpeople carries out for the Partner; the import of personal data the Partner brings to the Platform; the export of Member Data to the Partner on an orderly termination so that the Partner can continue the service under its brand; and Hubpeople's continuation of the service to Members on an adverse termination.
Definitions and Interpretation
In this Agreement:
Adverse Termination means termination of the Partner Services Agreement by Hubpeople under its clause 10.4.
Applicable Data Protection Law means the Data Protection Act 2018 of the Isle of Man and the GDPR as it applies in the Isle of Man under the Data Protection (Application of GDPR) Order 2018 and the GDPR and LED Implementing Regulations 2018, together with any other data protection law that applies to the processing concerned, including the EU GDPR, the UK GDPR, and the laws of the United States, Canada and Australia where they apply.
Brand means the Partner's dating brand or brands, and their websites and domains, operated on the Platform.
Commissioner means the Isle of Man Information Commissioner, or any other supervisory authority with jurisdiction over the processing concerned.
controller, processor, data subject, personal data, personal data breach, processing and special category data have the meanings given in Applicable Data Protection Law.
Export means the transfer of a copy of Member Data to the Partner under clause 8.
Export Purpose has the meaning given in clause 8.2.
Imported Data means personal data the Partner transfers to Hubpeople for import onto the Platform under clause 7.
Member means any individual who registers on the Platform via the Partner's websites, and any individual whose Imported Data is imported onto the Platform.
Member Data means the personal data of Members, including Imported Data once imported.
Orderly Termination means termination of the Partner Services Agreement under its clause 10.3.
Partner Communications means news updates, newsletters or other messages the Partner composes and sends to Members using the Platform's tools.
Security Measures means the technical and organisational measures in Schedule 4.
Transition Date and Transition Plan have the meanings given in clause 8.6.
Capitalised terms not defined here have the meaning given in the Partner Services Agreement.
If this Agreement and the Partner Services Agreement conflict on any matter concerning personal data, this Agreement prevails. On all other matters the Partner Services Agreement prevails.
Acceptance. This Agreement forms part of the Partner Services Agreement. The Partner accepts it, and is bound by it, when it accepts the Partner Services Agreement, when it clicks to accept this Agreement in the partner portal, or when it continues to use the Platform after being notified of this Agreement, whichever happens first. No signature is needed. Hubpeople shall keep a record of each acceptance, including the Partner account, the date and time, and the version of this Agreement accepted.
Roles of the Parties
Hubpeople as controller. Hubpeople is an independent controller of Member Data. It alone determines the purposes and means of processing Member Data to provide, operate, secure, moderate, support and improve the Platform, to take and manage payments, to meet its legal and regulatory obligations, and to continue the service to Members in accordance with clause 9. Members accept Hubpeople's member terms and contract with Hubpeople for the service, and the Partner does not set any terms of its own for Members. This applies during the term of the Partner Services Agreement and, subject to clause 8, after it ends for any reason.
No joint control. The parties do not jointly determine the purposes or means of processing Member Data and are not joint controllers. The Partner's choice of brand, domain, site design and marketing does not make it a controller of Member Data.
Hubpeople as processor for Partner Communications only. Where the Partner sends Partner Communications, the Partner is the controller of that processing and Hubpeople processes Member Data on the Partner's behalf, as its processor, for that purpose only and on the terms of Schedule 2.
Partner as controller of Imported Data before import. The Partner is the controller of Imported Data until it is transferred to Hubpeople. From transfer, Hubpeople is an independent controller of it under clause 7.
Partner as independent controller of an Export. From the moment an Export is delivered, the Partner is an independent controller of the copy it receives, for the Export Purpose only, and Hubpeople is not its processor.
Hubpeople's Obligations as Controller
Hubpeople shall process Member Data in accordance with Applicable Data Protection Law, and in particular shall:
rely on a valid lawful basis for each purpose, including the performance of its contract with each Member, and the Member's explicit consent where special category data is processed;
provide Members with a privacy notice that identifies Hubpeople as controller, explains that the service may be provided under a Partner's brand, and describes the possible Export on an Orderly Termination, migration and continuation of service set out in clauses 8 and 9;
apply the Security Measures;
handle requests from Members exercising their rights;
notify the Commissioner and, where required, Members of any personal data breach affecting Member Data; and
keep records of its processing.
Hubpeople may engage processors and sub-processors of its own choosing to process Member Data on its behalf, on terms that meet Applicable Data Protection Law.
The Partner's Obligations During the Term
The Partner acknowledges that, except as set out in clauses 7 and 8 and Schedule 2, it does not receive, and has no right to receive, Member Data. It receives anonymised or aggregated reports only.
The Partner shall not, and shall ensure its personnel and contractors do not:
attempt to access, extract, scrape, copy or re-identify Member Data, or to identify any Member from anonymised or aggregated reports;
collect personal data from Members outside the Platform in a way that is presented as part of the Platform service; or
contact Members other than through Partner Communications under Schedule 2.
If the Partner comes into possession of any Member Data other than as permitted by this Agreement, it shall tell Hubpeople without undue delay, not use it, and securely delete or return it as Hubpeople directs.
The Partner shall make sure that its websites, landing pages and marketing (including any cookies, tracking or analytics it adds) meet Applicable Data Protection Law and any electronic marketing and cookie laws, and that its websites link to Hubpeople's member privacy notice and cookie notice.
Personal Data Breaches and Cooperation
Each party shall notify the other without undue delay, and in any event within 48 hours of becoming aware, of any personal data breach affecting Member Data that the other party needs to know about. The notice shall include the information reasonably available about its nature, likely consequences and the measures taken or proposed.
Hubpeople, as controller, decides whether to notify the Commissioner and Members of a breach affecting Member Data, except a breach affecting a copy of Member Data held by the Partner after an Export, which is the Partner's responsibility.
Each party shall give the other reasonable assistance with any Member request, complaint or regulatory enquiry that concerns the other party's processing. Neither party shall respond on the other's behalf without its consent, except where the law requires.
International Transfers
Hubpeople may transfer Member Data outside the Isle of Man where Applicable Data Protection Law permits, including to its processors.
No Imported Data or Export shall be transferred between the parties to or from a country that is not recognised under Applicable Data Protection Law as ensuring an adequate level of protection, including the United States, Canada and Australia, unless the parties have first put in place the safeguards set out in Schedule 5.
Where the Partner is established in, or will host an Export in, the United States, Canada or Australia, the Partner shall also comply with any data protection, privacy and data breach notification laws of that country that apply to its processing of the Export, including, in Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles; in Canada, the Personal Information Protection and Electronic Documents Act and applicable provincial laws; and, in the United States, applicable state privacy and data breach laws.
Data Import
Before any import. The Partner shall, before transferring any Imported Data:
give Hubpeople a written description of the data (categories of data and data subjects, number of records, source, date of collection, and any special category data);
confirm the lawful basis on which it collected the data and on which it discloses it to Hubpeople; and
show Hubpeople the privacy notices that were given to the data subjects when their data was collected, and any consents relied on.
Partner warranties. The Partner warrants that:
it is the controller of the Imported Data and has the lawful right to collect, hold and transfer it to Hubpeople for the purposes in clause 2.1;
the data subjects have been told, or will be told before transfer, that their data will be transferred to Hubpeople and that Hubpeople will act as controller, in terms that meet Applicable Data Protection Law;
where special category data is included, the data subjects have given explicit consent that covers the transfer and Hubpeople's processing; and
the Imported Data is accurate, up to date, and does not include the data of any person who has asked the Partner to delete their data or not to be contacted.
Hubpeople's right to refuse. Hubpeople may refuse, or import only part of, any Imported Data if it reasonably considers that it cannot lawfully process it, or if the information in clause 7.1 is incomplete.
On import. Each data subject whose Imported Data is imported shall be asked to accept Hubpeople's member terms and privacy notice at their first login after the import. Hubpeople may delete the Imported Data of any data subject who has not accepted within 90 days. From import, Imported Data is Member Data and Hubpeople is its controller.
Deletion of the Partner's copy. Within 30 days after Hubpeople confirms that an import is complete, the Partner shall securely delete its own copy of the Imported Data, and all backups of it, and confirm this to Hubpeople in writing. The Partner may keep only what it is required by law to keep, and only for as long as the law requires.
The Partner shall indemnify Hubpeople against all claims, losses, fines (to the extent the law allows) and costs arising from any breach of clause 7.2.
Orderly Termination: Export and Transition
Scope. This clause applies only on an Orderly Termination. It does not apply on an Adverse Termination or on termination for any other breach of the Partner Services Agreement.
Purpose of the Export. Hubpeople provides an Export solely so that the Partner, or a service provider acting for it, can continue to provide a similar dating service to Members under the Brand after the Transition Date (the Export Purpose). The Partner shall not use the Export, or allow it to be used, for any other purpose, including for any other brand or service, for unrelated marketing, or for sale, rental or disclosure to any third party for that third party's own purposes.
Which Members are included. The Export shall include the Member Data of all Members at the Transition Date, except any Member who:
has closed their account, or has asked Hubpeople to delete their data;
has been suspended or removed from the Platform; or
has objected to the transfer of their data to the Partner.
Notice to Members. Before the Transition Date, and in any event at least 30 days before it, Hubpeople shall tell affected Members that the service under the Brand will be continued by the Partner (or its named service provider), what data will be transferred, and how they can object or close their account. The Partner shall provide the information Hubpeople reasonably needs for this notice, including the identity and contact details of the new provider.
What an Export may contain. Depending on the data Hubpeople holds for each Member and on what can technically and lawfully be exported, an Export may include:
profile information;
account and activity metadata, including registration details and subscription status and dates;
identity and age verification results (the outcome and date of each check);
private messages;
passwords, in hashed form only;
moderation and safety notes; and
photos and other media uploaded by Members.
No guarantee of completeness. Hubpeople does not promise that any particular category of data will be present, complete or in any particular format for any Member, beyond what is set out in Schedule 3. An Export will never include payment card data or payment credentials, images of identity documents, biometric data, or passwords in plain text. An Export may exclude data where a third party supplier's terms prevent it being shared, such as some identity verification results.
Transition. The parties shall agree in writing a plan for moving the service to the Partner (the Transition Plan), including the date on which the Partner takes over the service under the Brand (the Transition Date). The Transition Plan shall make sure that the parties never both offer the service under the Brand at the same time. In particular:
up to the Transition Date, Hubpeople continues to provide the service under the Brand as normal;
Hubpeople shall stop taking new subscriptions and renewals for the Brand from a date agreed in the Transition Plan;
on the Transition Date, the Partner takes over the service to Members under the Brand, and Hubpeople stops providing it;
the Partner shall honour any period of a Member's subscription that has been paid for but not used at the Transition Date, and shall coordinate with Hubpeople on processing any refund due for it; and
the Partner shall point the Brand's domains to its new service on the Transition Date, and not before.
Delivery. Hubpeople shall deliver the Export in the format set out in Schedule 3, using a secure method, on or shortly before the Transition Date, as set out in the Transition Plan. Delivery is subject to payment, or deduction, of the fee under clause 7.7 of the Partner Services Agreement, and to the Partner having accepted this Agreement.
The Partner's obligations after Export. As independent controller of the Export, the Partner shall:
use it only for the Export Purpose, and have and rely on its own lawful basis for doing so;
give each Member whose data it received its own privacy notice within one month of receipt, and in any event before first contacting them;
honour any objection, unsubscribe or deletion request promptly, and not contact any Member who has objected;
not disclose the Export to any third party, except to a service provider acting for it for the Export Purpose, or to a successor that takes over the Brand and agrees in writing to be bound by this clause 8.9;
keep the Export secure to at least the standard of the Security Measures; and
indemnify Hubpeople against all claims, losses, fines (to the extent the law allows) and costs arising from its processing of the Export.
Hubpeople's retention and deletion. After the Transition Date, Hubpeople shall no longer provide the service to Members under the Brand. It may keep Member Data only as needed:
to meet its legal, tax, accounting and regulatory obligations;
to handle refunds, chargebacks, complaints and disputes relating to the period before the Transition Date, and to prevent fraud; and
to establish, exercise or defend legal claims,
and shall then delete or anonymise it in line with the retention periods set out in the Data Retention section of Hubpeople's Privacy Policy. Any Member who asks to keep an account with Hubpeople on another website on the Platform may do so, and their Member Data is kept for that purpose.
Adverse Termination and Continuation of Service
No Export. On an Adverse Termination the Partner has no right to an Export or to any Member Data.
Continuation of service. On an Adverse Termination, and on any other termination or expiry of the Partner Services Agreement that is not an Orderly Termination completed under clause 8, Hubpeople shall remain the controller of all Member Data and may:
continue to provide the service to Members, including for the remainder of any subscription;
migrate Members to another website on the Platform, as permitted by clause 11.2 of the Partner Services Agreement; and
tell Members about the change, which may involve referring to the Partner's brand name as far as reasonably necessary to explain it.
Lawful basis. The parties acknowledge that Hubpeople's continued processing under clause 9.2 relies on its own contracts with Members, its legal obligations and its legitimate interests, and does not depend on the Partner's consent or cooperation.
Partner's obligations on Adverse Termination. The Partner shall, within 7 days:
securely delete any Member Data in its possession, including any obtained in breach of this Agreement, and confirm this in writing;
stop sending Partner Communications; and
give Hubpeople any reasonable cooperation it asks for to protect Members or continue the service.
Nothing in this clause limits Hubpeople's other rights under the Partner Services Agreement, including clauses 10.4, 10.5 and 11.
Liability
Nothing in this Agreement limits either party's liability for fines or penalties imposed on it by a regulator for its own breach of Applicable Data Protection Law.
The limitation of liability in clause 12 of the Partner Services Agreement applies to Hubpeople's liability under this Agreement. It does not limit the Partner's indemnities under clauses 7.6 and 8.9(f), or the Partner's liability for breach of clause 4.2 or clause 8.2.
Term, Survival and General
This Agreement starts when the Partner accepts it under clause 1.4, or, if earlier, the date the Partner first sends Partner Communications or transfers any Imported Data. It continues for as long as either party processes personal data under it.
Clauses 2.1, 2.5, 5, 6, 7.5, 7.6, 8, 9, 10 and this clause 11 survive termination or expiry of the Partner Services Agreement.
This Agreement is governed by the laws of the Isle of Man. Any dispute shall be resolved in the manner set out in clause 14.4 of the Partner Services Agreement.
Hubpeople may update this Agreement to reflect changes in Applicable Data Protection Law or regulatory guidance, on 30 days' notice, in the manner set out in clause 9.1 of the Partner Services Agreement.
Description of the Processing (Hubpeople as Controller)
| Data subjects | Members; prospective members who start registration; Partner personnel who use the partner portal |
|---|---|
| Categories of data | Account and profile data (name or username, email, date of birth, gender, location, preferences, profile text); photos and other media; activity and usage data; messages; payment and transaction records (card data held by payment providers); images of identity documents; verification results (the outcome, date and method of each check); moderation and safety records; device and technical data |
| Special category data | Data revealing sexual orientation or sex life (from profile preferences and use of the service); biometric data processed only for the duration of face matching or liveness checks and not retained (only the outcome is kept); processed on the basis of explicit consent |
| Purposes | Providing the dating service; payments and subscriptions; customer support; moderation, safety, fraud prevention and age assurance; service communications and, where lawful, marketing; analytics and service improvement; anonymised or aggregated reporting to the Partner; legal and regulatory compliance; Export and transition under clause 8; continuation of service under clause 9 |
| Retention | As set out in the Data Retention section of Hubpeople's Privacy Policy |
Processor Terms for Partner Communications
Where Hubpeople processes Member Data as the Partner's processor for Partner Communications, Hubpeople shall:
process it only on the Partner's documented instructions, given through the Platform's messaging tools, unless the law requires otherwise, and tell the Partner if it believes an instruction breaks the law;
make sure people authorised to process it are bound by confidentiality;
apply the Security Measures;
use sub-processors only on terms equivalent to these, with the Partner's general authorisation, which the Partner gives by accepting this Agreement. Hubpeople shall tell the Partner of any intended change of sub-processor, and the Partner may object on reasonable grounds;
help the Partner, taking into account the nature of the processing, to respond to data subject requests and to meet its security, breach and impact assessment obligations;
at the end of the processing, stop processing for the Partner. The underlying Member Data stays with Hubpeople as controller under clause 2.1, so no return or deletion of it is required; and
give the Partner the information reasonably needed to show compliance with this Schedule, and allow audits no more than once a year on 30 days' notice, at the Partner's cost.
The Partner, as controller of Partner Communications, is responsible for their content, for having a lawful basis to send them, and for compliance with electronic marketing law, including consent and unsubscribe rules. Hubpeople may refuse to send, or may edit, any Partner Communication that breaches the Partner Services Agreement, Hubpeople's content policies or the law.
Export Specification
| May include | Any of the categories in clause 8.5, to the extent held and exportable: profile information; account and activity metadata (including registration and subscription status and dates); identity and age verification results (the outcome and date of each check); private messages between transferred Members only; passwords in hashed form, with the hashing method stated; moderation and safety notes; photos and other media |
|---|---|
| Never includes | Payment card data or payment credentials; images of identity documents; biometric data; passwords in plain text; data about Members excluded under clause 8.3 |
| Format | CSV, JSON or SQL for data; media as files named by record ID; a data dictionary describing each field |
| Delivery | Encrypted archive by secure download link, with the password sent separately |
| Fee | Per clause 7.7 of the Partner Services Agreement |
Security Measures
Part A: The Platform
Hosting. The Platform is hosted in data centres certified to recognised security standards, including ISO/IEC 27001 and PCI DSS.
Encryption in transit. All communication with the Platform, by Members, Partners and Hubpeople staff, is over HTTPS.
Payment data. Payment card details are handled and held by PCI DSS-compliant payment service providers. Hubpeople does not store full card numbers.
Biometric data. Biometric data used in face matching or liveness checks is not retained. Only the outcome of each check is kept.
Access control. Access to Member Data is limited to staff and suppliers who need it for their role.
Backups. Member Data is backed up regularly, and backups are protected to the same standard.
Incidents. Hubpeople has a process for detecting and responding to personal data breaches, including notification under clause 5.
Part B: Delivering an Export
The Export is delivered as an encrypted archive, by secure download link over HTTPS.
The password for the archive is sent separately, by a different channel from the link.
The link is given only to the contact named by the Partner in the Transition Plan, and is withdrawn once the download is confirmed.
Hubpeople keeps a record of what was exported, when, and to whom.
Part C: The Partner's minimum standard for an Export
Store the Export only in encrypted form, with a hosting provider that holds ISO/IEC 27001 certification or an equivalent standard.
Limit access to people who need it for the Export Purpose.
Do not keep copies on personal devices or in email, and delete any working copies once the data is loaded into the new service.
Notify Hubpeople of any breach affecting the Export under clause 5.1.
International Transfer Safeguards
Adequate countries. No further safeguard is needed where Applicable Data Protection Law recognises the country receiving the data as providing adequate protection. At the date of this Agreement this includes the European Economic Area and the United Kingdom.
Other countries, including the United States, Canada and Australia. For any Export or Import involving any other country, the parties agree to the standard contractual clauses for controller-to-controller transfers (Module 1 of the clauses adopted by the European Commission in Implementing Decision (EU) 2021/914), as recognised for use under Isle of Man law. They are incorporated into this Agreement by reference and accepted when the Partner accepts it. Where data originates in the United Kingdom, the UK International Data Transfer Addendum issued by the Information Commissioner's Office also applies. For an Export, Hubpeople is the data exporter and the Partner the data importer; for an Import, the reverse. If the clauses and this Agreement conflict, the clauses prevail.
Assessment before transfer. Before the first transfer to a country without adequacy, the Partner shall give Hubpeople the information it reasonably needs to assess the laws of that country, including any access by public authorities, and the parties shall record that assessment.
The Partner's own laws. The Partner is responsible for complying with the cross-border rules of its own country when it sends Imported Data to Hubpeople or receives an Export, including:
Australia: the Privacy Act 1988 (Cth), in particular Australian Privacy Principle 8 on cross-border disclosure;
Canada: the Personal Information Protection and Electronic Documents Act and, for data about residents of Quebec, the Act respecting the protection of personal information in the private sector, which requires an assessment before personal information is sent outside Quebec;
the United States: applicable state privacy laws, including the California Consumer Privacy Act as amended by the California Privacy Rights Act; and
the European Union and the United Kingdom: the EU GDPR and the UK GDPR, where they apply to the Partner.
Onward transfers. The Partner shall not transfer an Export to any other country except with safeguards at least equal to those in this Schedule.
Changes in the law. If a transfer mechanism in this Schedule stops being valid, the parties shall work together in good faith to put an alternative in place. Hubpeople may pause any Export until one is in place.