Page History

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Contractor:

Danielle Software & Service GmbH

An der Welle 4
60322 Frankfurt/Main

Danielle Software is a web service provided by the contractor.

Highlights

• The Use of Service Desk is responsible for all customers’ all customers’ support queries requests and information from Danielle Software & Serviceprovided by the contractor.
• User subscriptions for all internal business internal business operations for customers.
• The rights of use are also valid for subsidiaries and affiliated companiesfor subsidiaries and branch offices.
• The number of user subscriptions is based automatically based automatically on the number of employees stored in the online application.
• The subscription fees for the user subscriptions are automatically collected from by the customercontractor. Termination is possible at any at any time.
• The use of features is are explained in a detailed a detailed online documentation.
• Danielle Software & Service provides fast and uncomplicated support for support requests by web-based systems such as Skype, Teamviewer and e-mail In the event of support requests, the contractor supports the customer quickly and readily using web-based systems or comparable means of communication.
• Danielle Software & Service will The contractor shall not pass on customers’ customer’s personal information to third parties and will prevent unauthorised prevent unauthorised third parties from accessing customers’ data the customer’s information in evaluable or readable or readable form.
• In the event of termination, customer information is available promptly on request.
• We are interested in maintaining good  good business relations with our customers and avoiding disputes. However, if problems if problems do occur, we try to solve these quickly and unbureaucratically and unbureaucratically and, if necessary, we tend to use a mediator for this purpose.

GENERAL

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TERMS AND CONDITIONS OF

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THE CONTRACTOR FOR THE PURCHASE OF SOFTWARE AS A SERVICE (SAAS)

PLEASE READ THIS AGREEMENT CAREFULLY: . THIS AGREEMENT APPLIES TO YOUR USE OF THE CONTRACTOR’S SERVICES FROM DANIELLE SOFTWARE & SERVICE. WHEN YOU CONSENT TO THIS AGREEMENT EITHER BY CLICKING THE RELEVANT CHECKBOX OR BY COMPLETING AN ORDER FORM RELATING TO THIS AGREEMENT, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU CONCLUDE THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU SPECIFY THAT YOU ARE AUTHORISED TO ENTER INTO A BINDING AGREEMENT FOR SUCH AN ENTITY AND ITS AFFILIATED COMPANIES. IN THIS CASE, THE TERMS ‘YOU’ OR ‘YOUR’ REFER TO SUCH AN ENTITY AND ITS AFFILIATED COMPANIES. IF YOU ARE NOT ENTITLED TO DO THIS DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE GENERAL TERMS AND CONDITIONS, YOU MAY MUST NOT AGREE TO ACCEPT THIS AGREEMENT NOR USE THE CONTRACTOR’S SERVICES OF DANIELLE SOFTWARE & SERVICES.

IF YOU DOWNLOAD AND/OR VIEW ALL OR PART OF THE MATERIAL (AS DEFINED HERE), YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PARTICULARLY AND WITHOUT LIMITATION THE RESTRICTIONS REGARDING: USE AS DEFINED UNDER CLAUSE 2-4; TRANSFERABILITY AS DEFINED UNDER CLAUSE 18; WARRANTY AS DEFINED UNDER CLAUSE 6; COMPENSATION AS DEFINED UNDER CLAUSE 11; AND LIMITATION OF LIABILITY IN PARAGRAPH 12. YOU CONFIRM THAT THIS AGREEMENT IS JUST AS ENFORCEABLE AS OTHER WRITTEN, NEGOTIATED AGREEMENTS AGREEMENT SIGNED BY YOU. THIS AGREEMENT CAN BE ENFORCED AGAINST YOU OR ANY OTHER LEGAL PERSON WHO HAS RECEIVED THE SERVICES AND IN WHOSE NAME THE SERVICES WERE DOWNLOADED OR USED, OR WHO HAS USED OR DIRECTLY BENEFITED FROM THE SERVICES. IF YOU DO NOT AGREE, PLEASE DO NOT DOWNLOAD, VIEW OR USE THE MATERIALS.

BY CLICKING ON THE BUTTON ‘I AGREE’“I AGREE”, OR BY ACCEPTING THE CONTRACTOR’S OFFER, REGARDLESS OF IT’S FORM, OR BY PLACING AN ORDER, REGARDLESS OF IT'S FORM, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD ALL SECTIONS AND CONDITIONS OF THIS AGREEMENT, THAT YOU AGREE TO THESE AND THAT YOU ARE WILLING TO ACCEPT ALL THE OBLIGATIONS TRANSFERRED IMPOSED TO YOU IN THE FOLLOWINGAS FOLLOWS:

IF YOU ARE A DIRECT COMPETITOR, YOU ARE NOT ENTITLED TO RECEIVE THE CONTRACTOR’S SERVICES FROM DANIELLE SOFTWARE & SERVICE UNLESS YOU HAVE RECEIVED PRIOR WRITTEN PERMISSION. MOREOVER, YOU MAY NOT RECEIVE SERVICES FOR THE PURPOSE OF ASSESSING OR MONITORING THEIR QUALITY OR PERFORMANCE OR FOR OTHER PURPOSES OF BENCHMARKING OR COMPETITION. 

THIS AGREEMENT was last updated on 24 May 201808 February 2024.

Background Information

Danielle Software & Service The contractor has developed certain software applications and platforms that are provided which are made available to subscribers on via the internet. The These applications are can be operated in from the data centres that are monitored by Danielle Software & Service. Customers can use the existing applications as intended.Danielle Software & Service centre used by the contractor. In this case, all relevant data of the customer will be encrypted and cannot be decrypted by the contractor or the data centre operator. 

The contractor is obliged to provide the services in accordance with the terms and conditions set out herein, and the customer is obliged to use the services in accordance with the terms and conditions set out herein, and to pay the respective fee that is due. This agreement governs the rights and obligations of the contractor and the customer and Danielle Software & Service (hereinafter referred to as "Parties") in connection with the “parties”) with regard to the processing of personal information. This agreement applies to all activities in which Danielle Software & Service the contractor’s employees or their subcontractors (subcontractorsthird-party contractors) process the customers’ personal information.

1. Interpretation

1.1 . The terms used in this agreement are to be understood in line with the definition in the EU General Data Protection Regulation. The definitions and interpretation provisions in this section shall apply to this agreement.

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1.2 The headings of clauses, tables (if available) and paragraphs do not affect the interpretation of this agreement.

1.3 Person The term “person” includes natural persons, legal persons or companies (whether with or without separate legal personality).

1.4 The term ‘company’ refers “company” “refers to all companies, organisations and entities, regardless of where or how they were registered or established.

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1.7 The reference to a law or regulation refers to the currently valid status, taking into account all additions, extensions or new versions, and includes currently valid subordinate legal provisions.

1.8 The term "in writing" or "in the written form" means the written form according to § 126 BGB and “in writing” or “in the written form” includes faxes; e-mails are only included if explicitly specified.

1.9 ‘Clauses’ “Clauses” refer to the clauses under this agreement.

2. User subscriptions

2.1 Subject to the purchase of the user subscription by the customer as defined under clause 3 and clause 8.1, to the restrictions under clause 2 and to the other conditions of this agreement, Danielle Software & Service the contractor shall grant the customer a non-exclusive, non-transferable right to allow authorised users to use the online application, the services and the documentation during the subscription period term for the customer’s internal business operations only.

2.2 The user subscriptions and the right of the authorised users to use the software, services and documentation during the subscription period term are subject to the restrictions set out in these terms and conditions herein and in the documentation.

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(a) he will not allow user subscriptions to be used by more than one authorised user, unless they were fully re-assigned to another, individual, authorised user;

(b) every authorised user shall provide a secure password for the use of the services and documentation, that such a password shall be changed at least every month regularly and that each authorised user shall keep his this password secret.

2.4 While the services are being used, the customer shall not store, spread or distribute viruses or materials that:

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(f) lead to damage or injury of persons or property in any way or manner that is otherwise unlawful; 

Furthermore, Danielle Software & Service furthermore, the contractor reserves the right to prevent the customer from accessing any material that violates the provisions of this clause, without prejudice to its notwithstanding the contractor’s other obligations and rights towards the customer.

2.5 The user subscriptions are user-related personal for the customer, who, according to the agreement , must refrain from:

(a) accessing the software and the documentation fully or partially , to create a product or a service that would be in competition to the services and/or the documentation; or

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(c) redistributing, transferring, transmitting, selling, renting, leasing, sublicensing, charging fees for, pledging, offering the online application as a security or otherwise encumber the online application or use the online encumbering or using the application on behalf of a third party or allow a third party to access it (except the authorised users), including but not limited to time-sharing or agreements with service providers; or

(d) removing or altering trademarkstrade marks, logos, copyrights and other property rights, legends, symbols or labels in any part of the online application or generated as a result of the online application;

(e) attempting to gain access to the services or helping third parties to gain access to the services outside of the scope of the provisions of clause 2 herein.

2.6 The customer agrees to take all reasonable measures to prevent unauthorised access to or the unauthorised use of the online application and services and to inform Danielle Software & Service the contractor immediately in the event of such unauthorised access or use.

2.7 The rights specified under clause 2 shall only be granted to the customer but are also valid for the customer’s subsidiaries and affiliated companies.

3. User subscriptions

3.1 Subject to clauses 3.2 and 3.3, the customer can acquire additional user subscriptions or reduce the number of existing ones during the subscription period. Danielle Software & Service The contractor shall grant access to the online application, the services and the documentation to additional authorised users in accordance with the terms and conditions of this agreement. Irrespective of this, the number of user subscriptions is automatically based on the number of personnel files stored in the online application. 

3.2 Danielle Software & Service The contractor counts the user subscriptions and invoices the customer for this number of subscriptions using the chosen method of payment.

3.3 If the customer saves uses additional or fewer employees in the online applicationuser subscriptions, the customer shall pay Danielle Software & Service the corresponding adjusted new fees for these new user subscriptions within the specified periodterm provided.

4.

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Application & services

4.1 Danielle Software & Service shall provide the customer with the online application and services during the subscription period and shall manage an electronic personnel file by means of processing.Processing is as follows: CollectingDuring the term of the subscription, the contractor shall make the application and services available to the customer.

The application and services involve processing of information as follows: collecting, capturing, organising, sorting, storing, adapting or modifying, reading, retrieving, using, disclosing by transmission, disseminating or any other form of providing, comparing or linking, restricting, deleting or destroying of data. Processing is used to maintain an electronic personnel file. 

4.2 As part of the services and at no additional cost to the customer, Danielle Software & Service the contractor shall provide the customer with Danielle Software & Service's the contractor’s standard support services during normal business hours in accordance with Danielle Software & Service's the contractor’s support guidelines in effect at the time the services are provided. Furthermore, Danielle Software & Service the contractor shall grant the customer access to more information about via the documentation in accordance with the terms and conditions of this agreement. Danielle Software & Service shall provide the herein. The following standard support services for the are provided via Service Desk:

(a) checking non-conformity and eliminating errors promptly in a subsequent version or proposal of proposing a workaround solution;

(b) contacting and supporting the customer in connection with his relation to the customer’s requests via a web-based system such as Skype, Teamviewer, software or e-mail or a similar means of communication: this means a maximum of five times per survey for a 360-degree feedback and a maximum of four times per year for all other support requests;

(c) carefully checking a customer’s suggestions for improvement (enhancements) and implementing these them according to economically justifiable standards provided they are compatible with the product strategy and online application;

(d) making a fair offer for support requests, provided that the services are not part of the standard support services; and

(e) informing the customer of innovations new features in the online application.

4.3 Danielle Software & Service The contractor may, at its own and sole discretion, supplement or change the support policy from time to time. The customer may independently purchase additional support services of his own accord and at the currently valid rates set out by Danielle Software & Service.

4.4. The customer shall use the contractor’s Service Desk provided by Danielle Software & Service for support via the internet.

4.5 Danielle Software & Service The contractor shall provide the documentation for using the Service Desk.

4.6 Should Danielle Software & Service's review of non-conformity the contractor’s conformity check suggest, at Danielle Software & Service's the contractor’s reasonable discretion, that the reported problem is not due to non-conformity but rather to other causes, including but not limited to data entries that do not comply with documentation guidelines, misuse or incorrect use of the online application by the customer, modifications or additions to the online application that were not implemented by Danielle Software & Servicethe contractor, or due to networks problems, Danielle Software & Service the contractor shall not carry out the given task but shall make the customer an offer for this payable additional service subject to payment which he the customer can accept or refuse.

4.7 The contractual term shall begin on the date payment is made by the customer and continues continue to run for the period for which the file was paid unless notice of termination is given in accordance with clause 13 or any other form of termination permitted under this agreement.

4.8 Danielle Software & Service The contractor may outsource all or part of the services to a subcontractor without the customer’s prior consent. However, outsourcing is only permitted if, by contract, the subcontractor is subject to at least data protection obligations comparable to or stricter than those specified in this agreement. The customer must also herein. Customers must be able to exercise his their rights effectively vis-à-vis the subcontractor. Danielle Software & Service in relation to subcontractors, as well. The contractor shall carefully select the subcontractor, particularly taking particular account of the suitability of the technical and organisational measures taken by the subcontractor. Danielle Software & Service The contractor shall regularly check that the subcontractor fulfils his subcontractors fulfil their obligations. The check checks and the their results must be documented in detail so that these they can be understood by an expert a competent third party.

4.9 Sub-contracting relationships Subcontracting within the scope of this agreement are only those refers to services that are directly related to the provision of the main service. Additional services such as transport, maintenance and cleaning as well as the use of telecommunications services or user services are not included. Danielle Software & Service’s The contractor’s obligation to ensure data protection and data security also remains unchanged in these such cases.

4.10 Subsidiaries and affiliated companies of Danielle Software & Service, all of the contractor which have the same beneficial owners owner and are therefore part of the group and are located in the EU or the EEA, may be involved, as a subcontractorsubcontractors, in the processing of personal information to the extent specified in this agreementherein. The All other obligations of Danielle Software & Service vis-à-vis the contractor in relation to subcontractors, which are set out herein, remain unchanged.

5. Customer

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data

5.1 The If the software is operated by the contractor as part of an SaaS concept or in the cloud, the following customer information is will be processed, provided that the customer has entered or imported this enters or imports them into the online application:

(a) Personal datainformation;

(b) Education, further training, skills;

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(g) Agreements on holidays and working hours;

(h) Sick notes and holiday slips;

(i) Other documents and contracts with an employee.

5.2 All of the customer’s employees, trainees and other employeesstaff members, managers, or freelancers for the customer are involved in processing are subject to processing, provided that these they have been entered or imported into the online application. 5.3 Danielle Software & Service The contractor shall not transfer personal information to third parties and shall thwart access to personal information by unauthorised third parties in an evaluable or readable form, unless access is called for by legal or official requirements of any kind. The customer has all rights, titles and interests in and to all customer information and is solely responsible for the legality, reliability, integrity, accuracy and quality of his the customer’s data.

5.4 1.1 If customer data are is lost or damaged, Danielle Software & Service the contractor shall make reasonable economic efforts to recover the lost or damaged customer data with the help of the final most recent backup of such customer data held for archiving by Danielle Software & Service purposes by the contractorin accordance with its the contractor’s archiving procedures. Danielle Software & Service The contractor shall not be responsible for the loss, deletion, modification or disclosure of customer data by a third party (except for those third parties whom Danielle Software & Service has subcontracted subcontracted by the contractor to provide services in connection with the related to customer data maintenance and security of customer databackup).

5.5 2 In providing the services, Danielle Software & Service the contractor shall comply with all legal data protection and security guidelines with regard to customer privacy and the protection and security of customer data.

5.6 Should Danielle Software & Service process personal data 3 If the software is operated by the contractor as part of an SaaS concept or in the cloud, and if the contractor processes personal information on behalf of the customer in the performance execution of its the contractual obligations, the parties declare their intention agree that the customer shall control is the data and Danielle Software & Service shall process controller and the contractor is the data processor and, in any case, that:

(a) the customer acknowledges and agrees that personal information necessary for the purpose of providing the services and for the other obligations of Danielle Software & Service the contractor shall be stored in accordance with this agreement as specified by the customer in the order;

(b) the customer shall ensure ensures that the customer has the right to transfer the personal information in question to Danielle Software & Service the contractor so that Danielle Software & Service the contractor can lawfully use, process and transfer the personal information in accordance with this agreement and on behalf of the customer;

(c) the customer shall ensure ensures that all relevant third parties were are informed and have given their consent to this use, processing and transfer as specified in the applicable laws on data protection;

(d) Danielle Software & Service shall only process the contractor only processes personal information in accordance with the terms and conditions of this agreement and all other legal regulations that the customer occasionally specifiesherein and with any other lawful instructions reasonably given by the customer from time to time; and

(e) each party agrees to take takes appropriate technical and organisational measures to prevent against unauthorised and or unlawful processing of the personal information or prevent its accidental loss, deletion destruction or damage.

6. The

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contractor’s obligations

6.1 Danielle Software & Service The contractor shall only process personal information as agreed in the contract or as instructed by the customer unless Danielle Software & Service is bound by law to implement a certain type of processing. If such obligations exist, Danielle Software & Service shall inform the customer of these before processing starts unless the exchange of such information is not permitted by law. Danielle Software & Service unless the contractor is bound by law to implement a certain type of processing. The contractor shall not use the personal information provided for processing for any other purposes, in particular not for its the contractor’s own purposes.

Danielle Software & Service If the software is operated by the contractor as part of an SaaS concept or in the cloud, the contractor undertakes to provide the services essentially in accordance with the documentation and with sufficient expertise and care.

6.2 As far as the customer is concerned, Danielle Software & Service the contractor shall ensure:

(a) that customer data processed within the scope of an order shall only be corrected, deleted or blocked in accordance with the contractual terms and conditions or on the customer’s instructions;

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(c) that the persons involved in data processing orders are suitably trained instructed and monitored on a continuous basis with regard to compliance with data protection requirements;

(d) that all the licences, agreements and approvals required to fulfil its the contractor’s obligations resulting from this agreement have been submittedobtained;

(e) that all its of the contractor’s duties shall be performed with sufficient expertise and care in accordance with these general business terms and conditionsthe terms herein;

(f) that the service to be provided has the quality and functionality as finally conclusively described in the documentation;

(g) that constant access to the online application is possible in compliance with clause 6.4 (a);

(h) that in the event of termination as specified under clause 13.1, all customer information data stored on behalf of the customer shall be is promptly made available to him on terminationthe customer, that he it can export and store this by himself locally in his IT environment be exported and stored, without assistance by the contractor, locally in the customer’s IT environment, and that the services are essentially provided in accordance with the documentation (that which may be subject to updating). After exportexporting, the customer information data shall be deleted or destroyed promptly and irretrievably , provided there are no disputed claims or other storage obligations (commercial law, accounting). Data should be deleted in such a way that retrieval, even of residual information, is no longer possible with justifiable reasonable effort.

6.3 Danielle Software & Service The contractor may provide information to third parties or those concerned data subjects only with the prior consent of the customer. He The contractor shall immediately forward to the customer any inquiries addressed directly to them to the customercontractor.

6.4 Danielle Software & Service The contractor shall appoint a competent and reliable person as data protection officer, if this is required by law. The customer can contact the data protection officer directly in the event of doubt. Danielle Software & Service The contractor shall inform the customer, on request, of the contact details for the data protection officer or of the reasons why no officer has been appointed.

6.5 In principle, orders are process Generally, all data processing is carried out within the EU or the EEA.

6.6 These general business The terms and conditions herein do not prevent Danielle Software & Service the contractor from entering into similar agreements with third parties, or irrespective of this, from developing, using, selling or licensing documentation, products and/or services that correspond to those covered by this agreement.

6.7 The obligation under clause 6.1 does not apply to non-conformity that has arisen from the use of the services contrary to the instructions laid down by Danielle Software & Service the contractor or modifications or changes to the services made by a party other than Danielle Software & Service or by contractors or representatives correctly authorised by Danielle Software & Servicethe contractor or the contractor’s duly authorised subcontractors or agents. If the services are do not consistent conform with the preceding obligation, Danielle Software & Service the contractor shall, at its own expense, make all commercially reasonable economic efforts to correct such non-conformity without delay or to provide the customer with alternative means of fulfilling the desired service. Such correction or replacement is the sole and exclusive remedy for the customer in the event of any breach of the obligation under clause 6.1. Notwithstanding the above provisions:

(a) Danielle Software & Service the contractor does not guarantee that the use of the services by the customer will be free from interference or failure; or that the services, documentation and/or information received from obtained by the customer due to through the services will meet the customer's customer’s requirements; and

(b) Danielle Software & Service the contractor is not responsible for any delays, delivery errors failures, or any other losses or damages that result loss or damage resulting from the transfer of data via communication over communications networks and channelsfacilities, including the internet, and the customer accepts acknowledges that the services and documentation may be subject to limitations, delays and other problems that are inherent to in the use of such communication systemscommunications facilities.

6.8 Irrespective of Notwithstanding the obligations of Danielle Software & Service under contractor’s obligations undertaken in clause 6 above, the customer accepts acknowledges that:

(a) a complex online application is never completely wholly free from defects, errors or and bugs and that Danielle Software & Service does not guarantee , and the contractor gives no warranty or representation that the services will be completely wholly free from such defects, errors or and bugs;

(b) Danielle Software & Service the contractor does not guarantee warrant or represent that the services will be compatible with every any application, program or software;

(c) Danielle Software & Service does not claim and will not claim to provide legal, tax or accounting advice within the contractor will not and does not purport to provide any legal, taxation or accountancy advice under this agreement or in connection with relation to the services and (unless explicitly expressed otherwise), Danielle Software & Service does not guarantee that the services cannot become the subject of civil or criminal except to the extent expressly provided otherwise) the contractor does not warrant or represent that the services will not give rise to any civil or criminal legal liability on the part of the customer or another any other person;

(d) Danielle Software & Service and their subcontractors do no the contractor and its suppliers do not guarantee that the services will be consistent with customer conform to the customer’s requirements. The security mechanisms that are included in the services are subject to specific restrictions and it is the customer’s responsibility to check if the services are consistent with his the customer’s requirements. The customer shall be entirely responsible for the selection of the services and their suitability for achieving the set goals. The customer agrees that the use of the software is no substitute for the exercise of commercial or professional judgment.

6.9 The customer:

(a) grants Danielle Software & Service:the contractor: 

(i) the non-exclusive right to use the customer information solely for the purpose of providing the online application, insofar as this is necessary;

(ii) the necessary access to such information that Danielle Software & Service the contractor could need to provide the servicesfor service provision;

access to security information and configuration services in order to provide the online application and the services, including but not limited to customer information:data, access to security information and configuration services;

(b) is solely responsible for assessing the admissibility of the commissioned processing and for safeguarding the rights of data subjects;

(c) takes into account all applicable laws and regulations in his the customer’s activities within this agreement;

(d) issues and documents all orders, partial orders or instructions. In urgent cases, instructions can be issued by e-mail. Such instructions shall be confirmed and documented by the customer without delay and documented;

(e) informs Danielle Software & Service immediately if he detects the contractor without delay if errors or irregularities in the examination of are found during audits regarding the results of an order.

(f) is entitled to monitor, to an appropriate extent, the contractor’s compliance with data protection regulations and contractual agreements at Danielle Software & Service himself or by third parties to an appropriate extent, in particular by obtaining information and inspecting the stored data and the data processing programs as well as other on-site controls, or to commission a third-party to do so. Controls at Danielle Software & Service the contractor’s premises must be carried out without disrupting avoidable disruptions of the contractor’s business operations. Checks Such controls are carried out at reasonable notice and during the business hours of Danielle Software & Services and not more frequently than every 12 months.

(g) shall fulfil all other customer obligations for the customer contained in these general terms and conditions contained herein immediately and efficiently. Should the customer delay in providing such support services In the event of any delays in the customer’s provision of such assistance as agreed by the parties, Danielle Software & Service may, if necessary, adjust the agreed schedules or delivery plans, the contractor may adjust any agreed timetable or delivery schedule as reasonably necessary;

(h) shall ensure that the authorised users use the services and documentation in accordance with these the terms herein and conditions and the documentation, and shall be responsible for any violation of this agreement by an authorised user;

(i) shall acquire and maintain all licenses, consents and approvals that Danielle Software & Service, , in particular those of the customer’s employees with regards to the storage of their information in the application that the contractor and its subcontractors and agents require to perform their obligations under these the terms and conditionsherein, including but not limited to the services;

(j) shall ensure ensures that his its networks and systems comply with the respective relevant specifications provided by Danielle Software & Servicecontractor; and

(k) shall be solely responsible for the provision and maintenance of his the customer’s network connections and telecommunications connections from his the customer’s systems to Danielle Software & Service's the contractor’s data centres, as well as for any problems, conditions, delays, delivery errors and other losses or damages caused by or in connection with the customer's customer’s network connections or telecommunications connections or caused by the internet.

7. Changes

7.1 Should one either party wish to change the scope of the services, it must inform the other party in writing of the details of the changes requested.

7.2 Should a either party wish to change the scope of the performance of the services, Danielle Software & Service the contractor shall provide the customer with a written estimate within a reasonable time of:

(a) the time likely to be required to implement the changes;

(b) any change to Danielle Software & Service's fees due to such a variations to the charges arising from the change;

(c) the any likely impact of the change on the services;

(d) any other effects of the change on the conditions of the services.

7.3 Should Danielle Software & Service require If the contractor requests a change in to the scope of the services, the customer shall not be obliged has no obligation to agree to this unless and until the parties have agreed in writing on the necessary changes variations to the fees charges and any other relevant terms of the agreement to take account of the change.

7.4 Should If the customer wish Danielle Software & Service wishes to proceed with the change, Danielle Software & Service shall not be obliged the contractor has no obligation to do so unless and until the parties have agreed in writing on the necessary changes variations to the fees its charges and any other relevant terms of the agreement to take account of the change.

8. Fees and payment

8.1 The customer shall pay Danielle Software & Service subscription fees for user subscriptions the subscription fees for user subscriptions to the contractor in accordance with clause 8. The payment of subscription fees is an essential part of the contract.

8.2 The customer shall pay subscription fees for the services to the contractor in accordance with clause 8. The payment of subscription the services fees is an essential part of the contract.

8.2 3 On the date these terms and conditions the t herein come into effect, the customer shall provide Danielle Software & Service the contractor with valid, current, complete and approved information on the order, in a form acceptable to Danielle Software & Servicethe contractor, as well as all other relevant, valid and complete contact and invoicing information.

8.3 Danielle Software & Service 4 The contractor shall invoice the customer for the subscription fees according to as per the order and carry out the payment online. In the case of a payment by basic SEPA direct debit or corporate SEPA direct debit, the customer authorises Danielle Software & Service the contractor to collect the invoice amount from the account specified by issuing an appropriate SEPA mandate.
The direct debit will be collected within a few days after conclusion of the contract.
The deadline for pre-notification shall be reduced to one day before the due date. The customer is obliged to ensure that there are sufficient funds in the account to cover the debt on the due date. The customer can request the reimbursement of the debited amount within eight weeks, starting on the debit date. The terms and conditions that have been agreed with the customer’s bank shall apply. In the event of a return debit note due to the fault of the customer, the customer must bear the bank charges incurred.

8.4 If Danielle Software & Service 5 If the contractor has not received payment in due time after the payment date, if the direct debit cannot be made for any reason whatsoever, or if the customer fails to pay the invoice within a reasonable period and without prejudice to any other rights and remedies of Danielle Software & Servicethe contractor, the following shall apply:

(a) Danielle Software & Service The contractor may terminate the contract within 10 days without Danielle Software & Service being obliged to pay damages to the customer.

(b) Without prejudice to any The contractor may, without limiting its other rights and remedies of Danielle Software & Service, Danielle Software & Service may demand payment of the customer's unpaid fees customer’s unpaid fee obligations under this agreement so that they are due and payable immediately;.

8.5 6 All amounts or fees under this agreement:

(a) are to be paid in eurosEuro;

(b) are subject to clause 12.4(b), are not terminable or refundable unless otherwise agreed in this agreementnon-cancellable and non-refundable, except if otherwise agreed herein;

(c) do not include VAT and other applicable taxes; these shall be added to the invoice amount by Danielle Software & Service at the applicable tax rate. The customer shall pay all taxes related to these services in accordance with this agreement. If Danielle Software & Service the contractor is required by law to pay or to collect taxes for which the customer is responsible, Danielle Software & Service the contractor shall invoice the customer for these amounts, unless the customer can produce a valid tax exemption certificate issued by the competent tax authority that he the customer shall submit to Danielle Software & Servicethe contractor.

8.6 Danielle Software & Service 7 The contractor may increase the subscription fees within 60 days after prior notification to the customer. Subscription fees are deemed to have changed accordingly. Notwithstanding the aforementioned, Danielle Software & Servicethe contractor, after notifying the customer, may increase the subscription fees and any other fees in relation to every average increase in the retail price index over a period of 12 months prior to the date of notification. The said Said increase shall take place 30 days after the date of coming into effect once the customer has been informed.

9. Property rights

9.1 The customer acknowledges and agrees that , subject to the limited rights of use granted in this agreement, Danielle Software & Service expressly granted herein the contractor and/or its licensorlicensors own(s) hold(s) all intellectual property rights concerning in the services and the documentation, including but not limited to the its user interface, brands branding, and underlying technology. Unless expressly stated in this contract, the customer shall not be granted herein, this agreement does not grant the customer any rights to, or in, patents, copy rightscopyrights, database rights, trade secrets, trade marks names, trademarks (whether registered or notunregistered), or any other rights or licences related to in respect of the services or the documentation.

9.2 The customer shall not perform or allow any actions that infringe, restrict or interfere with Danielle Software & Service's the contractor’s ownership or rights to the Servicesservices, the online application and the related documentation. The customer shall inform Danielle Software & Service the contractor within five (5) working days if the customer becomes aware of any unauthorised use of all or part of the online application or services by another person, and the customer shall co-operate fully with Danielle Software & Service the contractor in activities that are required to prevent such unauthorised use.

9.3 Ownership and rights to any content that may be accessed by means of the services are owned by the respective owners of such content. The right to the services, as granted by this agreement, does not include any rights in respect of such contents.

9.4 Danielle Software & Service The contractor confirms that it is in possession of all the necessary rights related to the services and documentation in order to grant all rights according to the terms and conditions of this agreementherein.

10. Confidentiality

10.1 Danielle Software & Service is committed to maintaining strict The contractor undertakes to strictly maintain confidentiality during processing. Persons who may obtain knowledge of customer data processed in the order must undertake in writing to maintain confidentiality, unless they already have a legal obligation to observe confidentiality.  

10.2 One Each party may grant the other party access to its confidential information in order to fulfil the obligations set out in this agreementherein. A party’s information is not considered confidential if it contains information that:

(a) will is or would be known to the public without becomes publicly known other than through any act or omission on the part of the recipientreceiving party;

(b) was in the legal possession of the recipient receiving party before disclosure;

(c) the recipient received from a source other than the disclosing is lawfully disclosed to the receiving party by a third party, without any restrictions for restriction regarding the disclosure;

(d) was is independently developed by the recipient independently receiving party and this independent development can be proven by written documents; or

(e) is required to be disclosed by law must be disclosed by order of a , by any court of competent jurisdiction or of a by any regulatory or administrative body.

10.3 Each recipient undertakes to keep confidential the party shall keep secret the other’s confidential information and, unless required by law, not to disclose this information to third parties, to use the confidential information solely for the authorised purpose under this agreementmake the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than those authorised herein.

10.4 Each recipient of information shall undertake all necessary measures receiving party shall take all reasonable steps to ensure that the disclosed information other’s confidential information to which it has access is not disclosed or distributed by its employees or representatives agents in violation of the terms of this agreementherein.

10.5 Neither party to this agreement shall be held responsible for any loss, damage, destruction, amendment alteration or disclosure of confidential information that was caused by any third partiesparty.

10.6 The customer acknowledges that information regarding details of the services and the results of all service checks is the any performance tests constitute confidential information of Danielle Software & Servicethe contractor.

10.7 Danielle Software & Service The contractor acknowledges that all customer information data is the considered confidential information of the customer.

10.8 Without restricting the confidentiality provisions under this agreementherein, the parties agree that each party may use the non-confidential content of this agreement, to a reasonable extent, for ordinary marketing purposes, and that each party may use the other party’s trademarks, service marks, logos and trade names for that purpose in accordance with the other party’s usual policies and principles for the use of trademarks. Except as provided in this clause, the parties acknowledge and agree that nothing in this agreement transfers to either party any license, right, claim title or interest in the other party's party’s trademarks.

10.9 Clause 10 remains in force even after this agreement has ended.

11. Compensation for damages

11.1 The customer agrees to shall defend, compensate indemnify and hold Danielle Software & Service harmless (including but not limited to reasonable lawyer's fees and costs) against all harmless the contractor against claims, actions, lawsuitsproceedings, losses, damages, expenses and costs (including but not limited to reasonable lawyer’s fees and costs) arising out of from or in connection with the customer's customer’s use of the services and, provided that:

(a) the customer is informed immediately of any such claims:;

(b) Danielle Software & Service the contractor agrees to help the customer to contest or settle such a claim at the expense of the customer; and

(c) the customer has the exclusive right to contest or settle such a claim.

11.2 Danielle Software & Service The contractor agrees to defend the customer, his employees and managers its officers, managers and employees against all claims that result from the infringement of a patent, with effect from the day of coming into force, infringement of copyright, trademark law, law on databases or an obligation of non-disclosure by the services and documentation and to compensate the customer for all amounts, provided that:

(a) Danielle Software & Service the contractor is informed immediately of any such claims:claim;

(b) The the customer agrees to help Danielle Software & Service the contractor to contest or settle any such a claim at the expense of Danielle Software & Service; and

(c) Danielle Software & Service the contractor has the exclusive right to contest or settle such a claim.

11.3 In defending or settling a claim, Danielle Software & Service the contractor may grant the customer the right to continue to use, replace or alter the services so that the services no longer infringe the rights of third parties or, if such legal remedies are not possible, Danielle Software & Service the contractor may terminate this agreement with the customer within 7 working 7 working days without being liable to pay damages or other additional costs to the customer, except the repayment of the pre-paid subscription fees.

11.4 In no event shall Danielle Software & Servicethe contractor, its employees, representatives or sub-contractors be liable to the customer , if the alleged infringement is the result of:

(a) a change in the services or documentation made by a party other than Danielle Software & Service: the contractor; or

(b) the customer’s use of the services or documentation by the customer in a manner not in accordance with contrary to the instructions laid down by Danielle Software & Servicegiven to the customer by the contractor shall; or

(c) the use of the services or documentation by the customer after Danielle Software & Service the contractor or an appropriate authority informed the customer about an alleged or actual infringement.

11.5 The customer’s general and exclusive
rights as well as legal remedies and all the its liability obligations of Danielle Software & Service (including those of its employees, representatives and sub-contractors of Danielle Software & Service) with respect to the infringement of a patent, copyright, trademark law, law on databases or an obligation to maintain confidentiality are set out in the previous clause and in clause 12.44(b).

12. Limitation of Liability

12.1 Clause 12 sets forth exclusively the liability on the part of Software & Service towards the customer (including liability for actions or omissions by This clause sets out the entire financial liability of the contractor (including any liability for the acts or omissions of its employees, representatives or and sub-contractors) to the customer:

(a) within the scope or in connection with this agreement;

(b) with respect to the use, in full or in part, of the services and documentation by the customer; and

(c) with respect to of any assurancerepresentation, statement , wrongdoing or tortious act or omission , including negligence under , arising from or in connection with this Agreementagreement.

12.2 Unless it is expressly stated and provided for in this agreementherein:

(a) the customer assumes sole responsibility for the results arising from the use of the services and documentation by the customer as well as the conclusions drawn from them. Danielle Software & Service The contractor shall not be liable for damages caused by errors or omissions in information, instructions, or scripts relating to the services provided to the contractor by the customer to Danielle Software & Service, or for actions taken by Danielle Software & Service the contractor at the request of the customer;

(b)   all warranties, assurancesrepresentations, terms or other conditions under general law or common law are excluded to the maximum extent permitted by law for this agreement; and

(c)   the services and documentation are made available to the customer on an “actual basis’“as is” basis.

12.3 The provisions in of these conditions terms of use shall not exclude or limit the liability of Danielle Software & Service contractor for:

(a) death or personal injury caused by negligence on the part of Danielle Software & Service; or

(b) Fraud fraud or fraudulent misrepresentation.

12.4 Depending on clause 12.2 and clause 12.3:

(a) Danielle Software & Service the contractor shall not be held liable for any loss of profit, operating failuresprofit, loss of business, depletion of goodwill and/or similar losses or for any special direct , indirect or indirect consequential damagesloss, costs, damages, fees charges or expenses arising under these terms of use; and,

(b) the contractor’s total liability for Danielle Software & Service for damages under this agreement (including damages subject to clause 12.2), unlawful tortious acts (including negligence or breach of law), misrepresentation, reimbursement or otherwise in connection with the performance or intended performance of this agreement is limited to €5€ 5,000.00 (five thousand Euros).

13.

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Term and

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Termination

13.1 Unless otherwise terminated subject to Clause clause 13, this agreement shall commence on the date of its entry into force and shall be valid for an indefinite period.

(a) The customer can terminate this agreement at any time.   The contract agreement shall end, at the earliest after 21 days, at the end of the month of the month in question, unless the agreement has been terminated otherwise and subject to these terms of use;(b) The customer may only assert the right of termination pursuant to § 543 para. 2 No. 1 BGB (German Civil Code) on condition that he has previously requested Danielle Software & Service in writing to remedy the defect within a reasonable period of at least two weeks and that the period has elapsed without successunless it has been terminated otherwise and subject to the terms herein.

13.2 Without limiting prejudice to any other rights and remedies of either partyor remedies to which the parties may be entitled, either party may terminate the agreement without liability towards to the other party if:

(a) the other party commits a material breach of any of its obligations under this agreement and fails to remedy the breach within 30 days 30 days (if remedial action can be taken) after that party has been notified of the breach in writing; or

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(f) the other party stops its business operations or threatens to stop its business operations; or

(g)   there is a change of control of the other party’s partnersparty; or

(h) similar actions are taken against the other party in any jurisdiction as a result of fault.

13.3 Upon termination of the agreement, for any reason whatsoever:

(a) Danielle Software & Service the contractor shall provide the customer with the most up-to-date backup of customer information in its possession as an Excel file at the end of the contract, if the application does not allow the customer to download the stored customer data and store it in his own IT environment. Danielle Software & Service The contractor shall make reasonable commercial efforts to provide the customer with the backup within 50 days of termination of the agreement, provided that the customer has paid all fees outstanding or resulting from the termination at this time. Following this, Danielle Software & Service shall delete The contractor then deletes the customer data.

(b) all provisions of this agreement shall become ineffective, apart from the following provisions of this agreement that continue to exist and remain in force (unrestricted in accordance with their definition or otherwise): Clauses 1, 10, 11, 12, 13, 21.

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(d) all services that are to be provided by Danielle Software & Service the contractor under this agreement shall be discontinued immediately; and

(e) the rights accrued by the parties at the time of termination or the continued existence of provisions after termination, which were explicitly defined or implicitly continue to exist even after termination, shall not be affected or restricted by this.

13.4 On termination of the agreement and at the customer’s request, Danielle Software & Service the contractor shall provide all reasonable services to support the customer during the proper transfer of all customer information, functions and operations involving the services back to the customer or to a third party specified by the customer. The period for implementing the reversion of the services shall be referred to as ‘transition period’. Danielle Software & Service shall provide the transition services “transition”. The transition services shall be provided by the contractor to the customer at the daily rates defined by Danielle Software & Service for each contractor’s daily service rate per man-day.

14. Force majeure

Danielle Software & Service The contractor shall not be liable towards the customer if the performance of its contractual obligations or the performance of its business activities is prevented or delayed by actions, events, omissions or accidents outside of its reasonable control, including and without limitation to strikes, lock-outs or other industrial action (whether with or without the participations of the employees at Danielle Software & Service or the other party), a breakdown in supply services or the transportation and telecommunication networks, force majeure, war, insurrection, civil unrest, malicious damage to property, rules, regulations or instructions, accidents, destruction of plant or machinery, fire, flooding, storm or failure of suppliers or subcontractors, provided that the customer is informed of such an event and its probable duration.

15. Waiver

15.1 A right may only be waived under these general business waiver of any right under the terms and conditions herein is only effective if this it is made in writing and it applies only applies to the party to whom the waiver is addressed and to the circumstances for which it is madegiven.

15.2 Unless otherwise stated, the rights arising from this agreement are cumulative and do not exclude rights on the basis of statutory regulations.

16. Severability clause

16.1 If one provision of these the terms and conditions herein (or part of a provision) is declared invalid, non-enforceable or unlawful by a court, an administrative authority or a competent jurisdiction, this provision shall be amended so that it has the same economic effect, as far as possible, as the original provision and so that it does not affect or limit the legality, validity and feasibility of the other provisions of these general business terms and conditions.

16.2 If invalid, unenforceable or unlawful provisions become valid, executable and legally binding by deletion of part or all of the provision, the provision shall apply with all changes necessary to implement the original intention of the parties.

17. Completeness of agreement

17.1 These The terms of use and all documents referred to herein constitute (as long as there is no case of fraud) the final and complete agreement between the contractual parties and supersede all previous agreements, understanding understandings or contracts between the parties in this respect.   Any amendment to this contract must be made in writing and signed by or on behalf of the parties.

17.2 The parties acknowledge and agree that by accepting an agreement, they shall not assert any undertaking, promise, insurance, statement, representation, warranty or agreement (whether in writing or not) against any person (whether or not they are a party to the agreement) with respect to the contents of this agreement, unless explicitly stated in this agreement.

18. Act of transfer

18.1 The customer may not assign, transfer, commission, resell or otherwise trade any of its rights or obligations, in full or in part, under these the terms of use herein, without the contractor’s prior written consent of Danielle Software & Service.

18.2 Danielle Software & Service The contractor may at any time assign, transfer, commission, resell or otherwise trade any of its rights or obligations, in full or in part, under these the terms of useherein.

19. No partnership

No provision of these the terms of use herein may or is intended to be used to form a partnership between the parties or to enable one party to act as a representative of the other party. Furthermore, no party is entitled to act on behalf of the other party, nor to otherwise bind the other party (including but not limited to warranties and assurances, the acceptance of an obligation or liability or the exercising of a right or power).

20.

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Third party rights

The terms herein do not transfer any rights to other persons or parties (other than the parties entering into the agreement and, if applicable, their successors or authorised agents).

21. Applicable law and

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jurisdiction

21.1 The agreement and all disputes or claims arising from or in connection with its subject matter are subject to and shall be construed in accordance with the laws of the Federal Republic of Germany, excluding the application of conflicts of laws, including the UN Convention on Contracts for the International Sale of Goods.

21.2 The parties shall make the best possible effort use their best efforts to negotiate in good faith and settle amicably any dispute arising out of or in connection with this agreementthe terms herein.

21.3 If disputes cannot be settled amicably, the parties shall try to resolve any conflicts arising from or affecting these the terms of use herein by mediation in accordance with the respective, current regulations on the settlement of disputes issued by the ‘Deutschen “Deutsche Institution für Schiedsgerichtsbarkeit’ Schiedsgerichtsbarkeit” (DIS) (German Institution for Arbitration).

21.4 Unless otherwise agreed between the parties, the mediator will be nominated by DIS. Mediation shall The mediation will be initiated when one party submits by submitting a written request for mediation request to the DIS, Beethovenstr. 5 – -13, 50674 Cologne, Germany and to , by one of the parties together with the other party. Mediation shall begin at least fourteen (14) days after the date of the notification regarding the initiation of mediation procedure.

21.5 No party may commence any court proceedings in relation to any dispute arising out of or in connection with these terms of use if the terms herein until an attempt has not been made to resolve the dispute by mediation beforehand, provided that the right to initiate proceedings is not prejudiced by a delay.

21.6 In the event that a dispute is not capable of resolution in accordance with the aforementioned DIS mediation procedure, then the parties agree that the dispute may be referred by a party to the courts of the Federal Republic of Germany which shall have final, exclusive and irrevocable jurisdiction to hear and decide any suit, action or proceedingsproceeding, and/or to settle any disputes, which may arise out of or in connection with these the terms of use herein or their formation or validity (including non-contractual disputes or claims) and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of the Federal Republic of Germany.

22. Miscellaneous

22.1 For the duration of this agreement, each party shall take out appropriate insurance policies, at its own expense and in accordance with its obligations under this agreement, including and if applicable, commercial liability insurance, liability for errors and omissions, employer's employer’s liability and employee accident insurance as required by law.

22.2 Any insurance or agreement should have been concluded before the services started. 

ANNEX 1

ANNEX ON THE DATA PROCESSING OF PERSONAL INFORMATION

The This annex on the data processing of personal information regulates the rights and duties of the customer as well as Danielle Software & Service the contractor in relation to personal information that is processed within the context of the contractor’s general business terms and conditions of Danielle Software & Service on behalf of the customer and his its affiliated companies. This annex is an integral part of the general business terms and conditions. All the terms that were defined in the general business terms and conditions and referred to in this annex have the same meaning as in the general business terms and conditions.

1. Customer’s obligations

1.1 The customer herewith confirms herewith that the use of this subscription represents an order to process customer information that Danielle Software & Service shall provide the contractor shall carry out within the context of the functionality offered to the customer.

1.2 The customer acknowledges that the customer and his its affiliated companies (Data Controller in each case (data controller in both cases, responsible for processing)) have sole responsibility for the legitimacy of processing personal information as well as for safeguarding the rights of data subjects.

1.3 The customer shall ensure that his its affiliated companies, where required by law, send their orders or information to the customer in writing, by e-mail, to authorise Danielle Software & Service the contractor and its affiliated companies to process personal information under the agreement.

1.4 The customer shall ensure that the personal information is provided to Danielle Software & Service the contractor for processing purposes. The results of data processing shall be provided to the customer by Danielle Software & Service by the contractor in accordance with the functions features implemented for the subscription.

1.5 The customer shall inform Danielle Software & Service the contractor immediately if errors or irregularities in the processing of personal data are detected.

1.6 The customer shall ensure that his its affiliated companies authorise him the customer to authorise Danielle Software & Service the contractor to act as his its sub-contractor for the processing of personal information.

1.7 The customer shall ensure that there are no legal provisions facing the customer that would prevent Danielle Software & Service the contractor from fulfilling its contractual obligations under this agreement in accordance with applicable law. This includes, among other things, the assurance that all data subjects have given their consent to the possible processing of personal information.

2. The duties of Danielle Software & ServiceContractor’s obligations

2.1 Danielle Software & Service shall processThe contractor processes, only in accordance with the instructions of the Data Controllerdata controller, the personal information and other operating data that the customer has provided to Danielle Software & Servicethe contractor; this can involve (unrestrictedly) the correction, deletion and/or blocking of data, if and to the extent that the functionality of the service makes it impossible for the customer to do so. The personal information shall not be used by Danielle Software & Service the contractor for any purpose other than to provide the subscription regulated by this agreement. Danielle Software & Service The contractor shall store this personal information only for the period of time defined by the customer. The storage times prescribed by law are not affected by this.

2.2 Danielle Software & Service The contractor shall only employ staff to process personal information who have is demonstrably undertaken committed to observe data secrecy in accordance with the relevant data protection laws.

2.3 Danielle Software & Service . The contractor shall take every technical and organisational measure to fulfil the requirements in accordance with the applicable data protection laws.   Danielle Software & Service The contractor shall take and continuously implement every appropriate technical and organisational measure to safeguard personal information and to protect it from unauthorised or unlawful processing and unintentional loss, unintentional destruction or accidental damage. In particular, Danielle Software & Service the contractor shall take the following measures for data protection purposes and shall regularly review their implementation:

a. Access control: Danielle Software & Service shall operate an access control system.b. Access control: Danielle Software & Service The contractor shall control and log access to the data processing systems.

c. Access restriction control: Danielle Software & Service The contractor shall define, implement and monitor a concept for user rights, password rules and login procedure for remote or physical access to the service by its staff for the purpose of operating, maintaining, supporting or securing the service.

d. Transfer checks Danielle Software & Service : The contractor shall secure the transfer of personal information in encoded form or by a safe alternative process.   Transfers must be logged.

e. Input checks: Danielle Software & Service The contractor shall implement a detailed logging system for the input, change and deletion or blocking of personal information to the greatest possible extent that can be supported by the subscription.

f. Job checks: Danielle Software & Service The contractor shall define and implement control mechanisms to ensure strict compliance with the Data Controller's data controller’s instructions as communicated by the customer to Danielle Software & Service, accepted by Danielle Software & Service the contractor and set out in the general terms and conditions for data processing.

g. Availability checks: Danielle Software & Service The contractor shall operate a state-of-the-art backup system and shall define a recovery procedure to protect personal data from accidental destruction and loss.

h. Data separation: Danielle Software & Service The contractor shall ensure that personal data collected for different purposes (e.g. different customers) can be processed separately by technical means and by means of defined organisational procedures. Technical means can be separate computer systems or a demonstrably logical separation in a multi-client architecture. Access by a Danielle Software & Service customer to data of other Danielle Software & Service customers is to be prevented.

i. Since Danielle Software & Service If the contractor provides the subscription , in a uniform manner, to all customers via a uniform, hosted, web-based application, all appropriate and current technical and organisational measures apply to all Danielle Software & Service of the contractor's customers for whom the subscription is hosted by the same data centre and who have subscribed to the same service. The customer is aware and agrees that the technical and organisational measures depend on technical progress and technical development. With respect to this, Danielle Software & Service the contractor is authorised, in particular, to implement adequate alternative measures provided that the security level of the measures is maintained.   In the event of essential changes, Danielle Software & Service the contractor shall send the customer appropriate notification together with any necessary documentation by e-mail or by posting on the website for the subscription or an alternative website easily accessible to the customer.

2.4 If the security measures taken by Danielle Software & Service the contractor do not comply with the legal requirements, Danielle Software & Service the contractor shall inform the customer immediately.

2.5 Danielle Software & Service The contractor shall notify the customer if Danielle Software & Service the contractor believes that any instructions given by the customer on behalf of the customer violate data protection laws. Danielle Software & Service The contractor is not obliged to carry out comprehensive legal checks.

2.6 Danielle Software & Service The contractor shall inform the customer immediately of serious interruptions in the operating process, of suspected breaches of data protection regulations and other irregularities in connection with the processing of data. The notification must be sent within 24 hours at the latest from the time Danielle Software & Service learned made within 24 hours after the contractor has become aware of the relevant event at the latest, to an address specified by the customer. It must at least contain the following details:

(a) a description of the nature of the violation of the protection of personal datainformation, indicating, where possible, the categories and approximate number of data subjects, the categories concerned and the approximate number of personal data records concerned;

(b) the name and the contact details of the data protection officer or another contact for further information:;

(c) a description of the probable consequences of the violation of the protection of personal datainformation;

(d) a description of the measures taken or suggested by Danielle Software & Service to remedy the violation of the protection of customer’s personal data and, if necessary, measures to alleviate proposed by the contractor to address the personal customer data breach, including, where appropriate, measures to mitigate its possible adverse effects.

2.7 On written request and at the customer's customer’s expense, Danielle Software & Service the contractor shall adequately assist the customer in his its obligations under Articles articles 33 and 34 of the General Data Protection Regulation and in handling requests from individual data subjects and/or a supervisory authority for the processing of personal data controlled by the customer.

2.8 On expiry or termination of the subscription, Danielle Software & Service the contractor must either (i) return to the customer all the customer 's data and all copies or reproductions of such data (except backup media used for several Danielle Software & Service customers and of the contractor's customers which are regularly overwritten) or (ii) delete and/or destroy such personal data and media in production systems and document the deletion and/or destruction to the customer in writing in accordance with the general terms and conditions (or any other relevant contractual provision) and the customer's instructions.

2.9 Danielle Software & Service shall provide regular proof of the fulfilment of its obligations, in particular the complete implementation of the agreed technical and organisational measures and their effectiveness. The proof is to be given to the customer on request at any time.

2.10 their deletion and/or destruction to the customer in writing in accordance with the terms and conditions (or any other relevant contractual provision) and the customer’s instructions.

2.9 The mandatory provisions of the applicable data protection laws and regulations shall apply in addition and take precedence if and to the extent that they conflict with the terms of this annex.

3. Sub-contractorsDanielle Software & Service Subcontractors

The contractor is entitled to subcontract the processing of personal data ("sub-processor"), whereby Danielle Software & Service to a third party (the “sub-processor”); in doing so, the contractor remains responsible for all acts or omissions of its sub-processors, as for its own acts or omissions. Danielle Software & Service shall transfer The contractor transfers its obligations towards the customer according to this document to the subcontractors sub-processors and shall oblige them to comply with all relevant data protection regulations. On request, Danielle Software & Service the contractor shall inform the customer by e-mail or via the website or otherwise of the name, address and role of each such sub-processor concerned. Danielle Software & Service . The contractor shall ensure that every sub-processor ensures adheres to a sufficient level of data protection, either by law or through a contract with Danielle Software & Servicethe contractor, which essentially provides no less protection than the obligations that Danielle Software & Service the contractor undertakes under the general its terms and conditions.

4. Customer’s control rights

4.1 The customer has all rights necessary to verify that Danielle Software & Service the contractor processes the personal data properly in accordance with the agreement. These control rights are to be exercised in cooperation with Danielle Software & Servicethe contractor.

4.2 Danielle Software & Service The contractor shall secure, by contract, the customer's customer’s power of disposal and control rights arising from this annex with the contractor’s sub-processors of Danielle Software & Service who may come into contact with the personal data. Where applicable data protection law requires that a Data Controller data controller enter into a direct contractual relationship with Danielle Software & Service, Danielle Software & Service the contractor, the contractor shall hereby authorise the customer to enter into the necessary agreement with the Data Controller data controller on behalf of Danielle Software & Servicethe contractor, but only on the basis of a contract template that Danielle Software & Service the contractor shall make available to the customer on request.

4.3 Services provided by Danielle Software & Service the contractor in connection with the customer's customer’s control rights shall be at the customer's customer’s expense.

5. Special confidentiality obligation

Danielle Software & Service The contractor undertakes to keep the all personal data disclosed to Danielle Software & Service the contractor confidential and to use it exclusively for data processing in connection with the provision of the service, as provided for in the agreement. Danielle Software & Service The contractor undertakes to impose the same confidentiality obligations on its employees , who may become aware of personal data , as entered into above by Danielle Software & Service. Danielle Software & Service the contractor. The contractor shall take all economically justifiable efforts to provide regular training on IT security and data protection to employees who are granted access to personal data.

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