A data center is a project whose three most expensive inputs — land, power and service licences — sit with three different authorities. A BCC lets a foreign operator partner with a Vietnamese land or infrastructure owner to share those inputs without a joint venture, but customer data is not an asset that can be split like rack rental revenue. This article divides the project into two layers: the shareable physical infrastructure layer, and the data layer that the law locks down.
Land and power: by default the Vietnamese partner’s work
In a typical data center BCC the Vietnamese partner contributes land use rights inside an industrial park or high-tech park and the interface with the power utility for capacity and a dedicated substation, while the foreign party contributes design, equipment and international operating standards. The reason is procedural reality: leasing land and connecting large power loads requires local administrative relationships a new investor does not have. The contract must quantify the power commitment as a result obligation — total capacity, ramp-up schedule, backup power arrangements — because a data center short of power is an expensive building with no revenue. The BCC term must also match the remaining land lease term and the equipment depreciation cycle, so the contract does not expire when the equipment is only halfway through its life.
Customer data: who is the controller, who is only a processor
Personal Data Protection Law 91/2025/QH15 and Decree 356/2025/ND-CP require every cooperation model to identify the personal data controller and the processor. In colocation and cloud services, the enterprise customer is normally the controller of its own data and the data center operator acts as processor — processing only on instructions, applying proportionate safeguards and notifying incidents within the statutory timeframe. A BCC must not be drafted as if the two partners co-own customer data; that drafting manufactures joint liability nobody needs. For telecommunications and data center services, Telecommunications Law 24/2023/QH15 and cybersecurity rules including Decree 53/2022/ND-CP add storage and information security requirements for specific service types — the applicable scope must be checked against the exact services the project provides, neither applied wholesale nor overlooked.
Sharing rack rental revenue: shared on which number
Colocation revenue comprises space rental and metered power charges, plus managed services. The classic dispute is power cost: sharing on gross revenue gives the operator an incentive to save power by cutting redundancy; sharing on net profit turns every cost line into an audit battlefield. The durable formula is usually revenue after deducting directly metered power cost and land rent — the two objectively measurable items — with a cap on shareable operating costs and audit rights over energy invoices. The power usage effectiveness (PUE) ratio belongs in the contract as a technical commitment with bonuses and penalties, because PUE decides the real margin of both parties across the project’s life.
Frequently asked questions
1. In a data center cooperation, who handles land and power?
BCC practice assigns land and large-load power connection to the Vietnamese partner because these are local-procedure items; the foreign party handles design, equipment and operating standards. The power capacity commitment must be written as a measurable obligation with a ramp schedule and backup arrangements.
2. Who manages customer data stored in Vietnam?
The enterprise customer is the controller of its data; the data center operator is a processor acting on instructions, under Personal Data Protection Law 91/2025/QH15 and Decree 356/2025/ND-CP. A BCC should not assign co-ownership of customer data to the two partners.
3. How is rack rental revenue shared?
The lowest-dispute formula is revenue after deducting objectively metered power cost and land rent, with a cap on operating costs and a PUE commitment carrying bonuses and penalties. Sharing on gross revenue or on pure net profit each creates a skewed incentive for one side.
4. Does a data center BCC project need investment registration?
Yes, because a BCC with a foreign investor is subject to investment registration under Investment Law 143/2025/QH15. Each specific service of the project must also be checked against sector conditions under Telecommunications Law 24/2023/QH15 and related cybersecurity rules.
5. What decides a data center’s real profitability?
Power price, actual load factor and PUE. A well-designed facility with a high PUE bleeds its margin into electricity cost for years; that is why the technical commitment belongs in the BCC itself, not only in the design annex.
This article has been quality-reviewed by the FLAW AI Legal Council