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TERMS AND CONDITIONS

of Quantivision s.r.o., company ID: 194 58 801, with its registered office at Vaníčkova 315/7, Břevnov, 169 00 Prague 6, registered in the Commercial Register maintained by the Municipal Court in Prague, section C, insert 386953 (hereinafter referred to as the “Operator”), governing the terms of use of the Operator’s Quantivision platform (hereinafter referred to as the “Platform”). These Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) apply to the use of the Platform by natural or legal persons doing business which use the Platform to facilitate human resources decisions (hereinafter referred to as the “User”).

1. SUBJECT-MATTER OF THE TERMS AND CONDITIONS

1. These Terms and Conditions govern, in accordance with Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”), the mutual rights and obligations of the Operator and the User arising in connection with or on the basis of an agreement concluded between the Operator and the User under which the Operator allows the User to use the Platform (hereinafter referred to as the “Agreement”). The provisions of the Terms and Conditions are an integral part of the Agreement from the moment of its conclusion.

2. Provisions derogating from the Terms and Conditions may be negotiated only in writing. Such derogating provisions form part of the Agreement and take precedence over the provisions of these Terms and Conditions.

3. The Terms and Conditions apply only to cases where the User of the Platform is a person who is concluding the Agreement in the course of their business or in the course of independent pursuit of their profession.

2. PLATFORM

2.1. The Platform is accessible from the domain quantivision.com.

2.2. The Platform may only be used after registration of the User according to the procedure set out in Article 3 of these Terms and Conditions and solely through the User’s user account under the terms set forth below.

2.3. The User acknowledges that the Platform serves, in particular, to facilitate the User’s decision-making process in the field of “human resources”, leaving exclusively to the User what the specific decision will relate to, what factors and criteria will be included by the User in the specific decision, and what weight will be assigned to individual factors and individual criteria. The Operator is not responsible for specific decisions that will be made based on the outcome of the use of the Platform by the User, nor for such outcome, nor for the factors and criteria set by the User that are included in the outcome of the assessment. The User is always solely responsible for the purpose, method and outcome of the use of the Operator's Platform as well as for related decisions.

2.4. The Platform is available in software as a service mode, so the User does not receive any copy of the Platform and may only access the Platform by using remote access. The Platform is provided “as is”, i.e. the Operator does not guarantee the User any specific functions of the Platform, nor that the Platform is fit for specific purposes of use.

2.5. The Operator undertakes to use “best efforts” to make the Platform available and functional. However, the User acknowledges that despite the Operator's best efforts, the Platform may not always be fully available, especially due to the necessary maintenance of the Operator's or third party’s hardware and software. The Operator is not liable for any damage incurred by the User due to the unavailability or non-functionality of the Platform.

2.6. The Operator is entitled to make changes to the content and functions of the Platform at any time, even without prior notice. This is done automatically, and these Terms and Conditions also apply to the updated Platform. The User is not entitled to reject the changes as the Platform is provided “as is”. However, the User has the option to terminate the use of the Platform in accordance with these Terms and Conditions.

3. CONCLUSION OF AN AGREEMENT

3.1. The Agreement is concluded on the basis of the User's registration in accordance with this Article 3 of the Terms and Conditions (hereinafter referred to as “Registration”).

3.2. The User carries out the Registration using the electronic form available within the Platform. For this purpose, the User has to fill in all the information identified by the electronic form as mandatory. The User is obliged to provide only correct, complete and up-to-date information.

3.3. A natural person may independently carry out the Registration if they have reached the age of 18 years by the date of completion of the Registration and have full legal capacity. If the Registration is carried out for the User by another person (typically for a User that is a legal entity), this acting person must be entitled to do so, in particular they must have legal capacity and be authorized to enter into an Agreement on behalf of the User (hereinafter referred to as the “Authorized Person”). By submitting the completed registration form, the Authorized Person confirms that they have all the necessary authorizations and rights to act in this way for the User. The Authorized Person is not a party to the Agreement, that is always only the User.

3.4. By submitting the registration form, the User confirms that they are familiar with these Terms and Conditions and that they agree with their wording. The User also confirms that they take note of the Information on Personal Data Processing, which is available for inspection, among others, on the Platform.

3.5. After sending the registration form to the Operator, the User is obliged to verify their e-mail address according to the Operator's instructions. Subsequently, an e-mail will be sent to the User from the Operator stating that the verification of the User's e-mail address was successful and that the User Account will be activated by the Operator. By activating the User Account, the Agreement is concluded.

4. USER ACCOUNT

4.1. Based on the conclusion of the Agreement, the User Account is set up by the Operator for the User, through which the User will be able to access the Platform and use its functionalities (hereinafter referred to as the “User Account”).

4.2. The User Account always belongs to one User (natural or legal person). A User may only have one User Account at a time.

4.3. The User is responsible for ensuring that all information provided in the User Account is true and accurate. Upon any change, the User is obliged to update the information without undue delay. The Operator is not liable for any damage incurred if the User enters incorrect or inaccurate information into the User Account or breaches their obligation to update information in the User Account pursuant to this paragraph.

4.4. To access the User Account, the User's login credentials must be entered correctly. The User is obliged to adequately protect their login credentials and prevent any third or unauthorized parties from unauthorized access to the login credentials (the Authorized Persons are not considered to be third parties). The User is liable for damage caused by the insufficient protection of their login credentials. In the event of suspected disclosure or misuse of login credentials, the User must change their login credentials without undue delay.

4.5. The User is not entitled to allow any third party to use their User Account. The User bears full responsibility for the activities taking place in their User Account, regardless of whether such activities are carried out by the User or by another person authorized by the User or by another third party.

4.6. The Operator is not liable for any damage resulting from unauthorized access to the User Account by a third party due to non-compliance with the User's obligations under these Terms and Conditions.

5. FREE ACCESS TO THE PLATFORM

5.1. After entering into the Agreement, the Platform is made available to the User free of charge for a limited period of time in order to test the Platform's functions (hereinafter referred to as “Free Access”). Free Access is provided for a period of 14 (fourteen) days from the date of conclusion of the Agreement, unless otherwise agreed in writing between the User and the Operator.

5.2. The User acknowledges that within the Free Access to the Platform, not all functions of the Platform may be accessible without restriction.

5.3. Each User is entitled to establish Free Access without subsequently establishing Paid Access only once.

5.4. If the User does not switch to Paid Access in accordance with these Terms and Conditions by the last day of Free Access, the Agreement is automatically terminated and the User may no longer use the Platform.

6. PAID ACCESS TO THE PLATFORM

6.1. The User will obtain paid access to the Platform (in these Terms and Conditions referred to as “Paid Access”) by extending the Agreement entitling them to Free Access. The extension of the Agreement will take place on the basis of the mutual agreement of the terms of Paid Access by the Operator and the User, and payment of the Price.

6.2. The Operator will contact the User during Free Access, or upon the User's request, with a written offer to extend the Agreement to Paid Access (hereinafter referred to as the “Offer”). The Offer specifies, in particular, the duration of the Paid Access and the Price, as well as any other conditions of the Paid Access as the case may be. The Operator may make the Offer:

6.2.1. by e-mail to the User's contact e-mail address specified in the User Account,

6.2.2. in paper form by delivery to the User's delivery address specified in the User Account, or

6.2.3. through the Platform interface.

6.3. The extension of the Agreement to Paid Access will take place at the moment when

6.3.1. the User delivers a confirmation (acceptance) of the Offer to the Operator in the same manner as the Offer was sent to the User (i.e. either by e-mail to the Operator's e-mail address from which the Offer was sent, or in paper form to the Operator's delivery address, or by clicking the acceptance of the Offer within the Platform interface); and

6.3.2. the Price is paid by the User within the time limit specified in the Agreement (or in the Offer) (hereinafter referred to as the “Time Limit”). The User is obliged to pay the Price in accordance with paragraph 7.7 of the Terms and Conditions. If the User fails to pay the Price within the Time Limit, they will not be allowed to switch to Paid Access.

6.4. Acceptance with any changes, additions, deviations or reservations, even if minor, is not deemed to be an acceptance, and the User and the Operator must expressly agree on the terms of the Agreement in writing. The Operator reserves the right to suspend or terminate negotiations on the Offer at any time, and the provisions of Section 1729 and Section 1740 (3) of the Civil Code will not apply.

6.5. Paragraphs 3.3 and 3.4 of these Terms and Conditions apply mutatis mutandis to the extension of the Agreement to Paid Access.

6.6. If the User extends the Agreement to Paid Access, the Operator will allow the User to use the Platform as part of Paid Access in accordance with these Terms and Conditions.

7. PRICE AND PAYMENT TERMS

7.1. For the duration of Free Access, the Operator allows the User to use the Platform free of charge.

7.2. Under the Paid Access mode, the Operator allows the Platform to be used for consideration, where the price for the use of the Platform will always be agreed in the Agreement, on the basis of the Offer (in these Terms and Conditions only the “Price”).

7.3. Unless otherwise specified in the Agreement, the Price is paid in advance for the billing period during which the Agreement lasted; unless otherwise agreed, the billing period is one calendar month.

7.4. The User will always pay the Price no later than the last day preceding the billing period for which the Price is paid. Without undue delay but no later than the 15th (fifteenth) day of the billing period, the Operator will issue to the User a tax document containing all the essential elements required by legal regulations.

7.5. In the event of the User's default in payment of the Price or any part thereof, the Operator has the right to make it impossible for the User to access the Platform or use some of its functions until the User's debt is paid in full.

7.6. The Prices exclude VAT. Value added tax will be added to the Price at the statutory amount. For VAT purposes, the date of partial taxable transactions is the last day of the period for which the Price is charged.

7.7. All payments by the User under the Agreement will be paid by wire transfer to the Operator's bank account specified in the Agreement. Payments are deemed made on the day of crediting the respective amount to the Operator's bank account.

7.8. The costs of providing access to the Platform (in particular internet connection fees) are borne by the User.

8. RIGHTS AND OBLIGATIONS OF THE USER

8.1. The User undertakes to use the Platform and all its content solely in accordance with the legal regulations and these Terms and Conditions. The User is not entitled to use the Platform or its content for any purpose or in any manner other than as provided in these Terms and Conditions. The User primarily undertakes that it

8.1.1. will not interfere with the rights of third parties or the Operator when using the Platform or in connection with the Platform use, and will not use the Platform or its content in an unlawful manner or for unlawful purposes;

8.1.2. will not tamper with the Platform without authorization, and will not attempt to gain access to the Platform by any means other than using the login credentials provided for this purpose and through the respective interface;

8.1.3. will not make unauthorized use of the Platform, its parts or content and, in particular, will not reproduce, disseminate or communicate the Platform, its parts or content to the public in any way without authorization, will not alter the Platform or its parts in any way, and will not analyze related source codes or documentation, unless expressly authorized to do so by the Operator in writing;

8.1.4. will not in any way resell or otherwise provide third parties with data and information obtained from the Platform, with or without consideration;

8.1.5. will not use the Platform in a way that could harm it;

8.1.6. will not conceal, cover or falsify their identity.

8.2. As part of the use of the Platform, the User is prohibited from uploading to the Platform or processing or disseminating through the Platform any content that violates the rights of third parties or is illegal for any reason, in particular any content that:

8.2.1. infringes intellectual property rights (in particular trademark, design, trade name, copyright or copyright-related rights) or where unfair competition may occur in connection therewith;

8.2.2. violates personal data protection regulations or infringes the personal rights of third parties, including the right to privacy, e.g. contains false information about a third party;

8.2.3. is a commercial communication and its distribution is not in accordance with the law on certain information society services or other applicable legislation;

8.2.4. is for any other reason contrary to legislation, public order or good morals.

8.3. The User is fully responsible for all content uploaded by the User to the Platform in connection with the use of the Platform. The Operator does not inspect the User's content and is not obliged to do so. This is without prejudice to the Operator's option at any time to suspend the User's ability to upload further content to the Platform, or to suspend the display of content or delete content of the User that violates legal regulations or the rights of third parties or the Operator, in order to comply with the Operator's legal obligations (especially if the Operator finds out that the User's content violates legal regulations in any way). The User has no claims against the Operator in connection therewith.

9. USE OF THE PLATFORM

9.1. The Platform, its individual parts, including the software ensuring its operation, are copyrighted works within the meaning of Act No. 121/2000 Coll., on copyright law, on rights related to copyright and on amendments to certain acts (Copyright Act), as amended (hereinafter referred to as the “Copyright Act”), or other intangible assets protected by law. Under the Agreement, the Operator grants the User permission to use the Platform in the form in which the Platform is available at the specific time solely for the use of the Platform in accordance with these Terms and Conditions and solely in the corresponding manner.

9.2. Without prior written consent of the Operator, the User is not entitled to make the Platform available to third parties.

9.3. The User is not entitled to interfere with or alter the Platform or its parts in any way, to connect it with another work, to include it in a collection, and to make any copies of the Platform or its parts.

9.4. All legal licenses or free uses of the Platform for the benefit of the User, which can be excluded by agreement of the parties, are hereby excluded.

10. USER AND PROPERTY RIGHTS TO USER CONTENT

10.1. If the User uploads to the Platform any protected intangible asset (especially a copyrighted work or other asset protected by intellectual property rights) (hereinafter referred to as “User Content”), then by uploading the User Content, the User grants the Operator a non-exclusive license to use the User Content for the entire duration of the rights to the intangible asset, worldwide and for the purposes of fulfilling the Agreement (displaying on the Platform, ensuring the operation of the Platform and its individual functions, and promoting the Platform) for use to the extent and in the ways necessary for it. The Operator is entitled to give a sublicense to a third party. The User also hereby grants consent to assigning the license to a third party. The User grants the license to the User Content free of charge and is not entitled to any remuneration in connection with its provision or with the use of the User Content by the Operator. The Operator and the User exclude the right to any additional remuneration for the provision of a license to the User Content, unless this cannot be excluded by agreement of the parties. If necessary for the performance of the Agreement, the Operator is entitled to publish, change, process the User Content, combine it with other works or include it in a collection , or complete the unfinished User Content.

10.2. In the event that the User's content fulfils the characteristics of any other legally protected intangible assets, the legal relations between the User and the Operator resulting therefrom are governed in priority by the principles set out in this Article 10 of these Terms and Conditions, in particular regarding the right to use the content by the Operator and the remuneration for creating such a product.

11. WARRANTIES, LIABILITY

11.1. The Operator and the User agree that the Operator will compensate the User only for damage caused by the Operator's gross negligence or intention, or for such damage regarding which the claim for compensation cannot be validly waived.

11.2. In particular, the Operator is not obliged to compensate the User for any damage caused:

11.2.1. due to the impossibility of using the Platform;

11.2.2. by amending these Terms and Conditions;

11.2.3. by loss, theft, disclosure or misuse of the User's login credentials for their User Account;

11.2.4. as a result of using the Platform contrary to these Terms and Conditions or the law;

11.2.5. as a result of such use of the Platform that is inherently dangerous;

11.2.6. as a result of the use of a service or product provided by a third party;

11.2.7. independently of the Operator's will.

11.3. The User acknowledges that the Operator makes reasonable efforts to ensure the security of the information transmitted on the Platform when performing the Agreement. However, the Operator is not responsible for any breach of the security of the Platform and the transmitted information that occurred independently of the Operator's will despite reasonable efforts to secure the information by the Operator.

11.4. The User is obliged to take all appropriate measures to protect their data, in particular by creating backups in machine-readable formats at intervals common in this field. The Operator is not responsible for the loss and recovery of User’s data.

11.5. The User declares that they are entitled to exercise the rights to the User Content at least to the extent necessary for the proper performance of the Agreement, and that the Operator will not interfere with the rights of a third party in connection with the use of the User Content and will not be obliged to pay any additional remuneration to any person, compensate damage, return unjust enrichment or settle any other obligation.

11.6. In the event that any of the User’s declarations prove to be false or inaccurate, or that the User breaches an obligation set out in these Terms and Conditions while using the Platform, the User is obliged, at the Operator’s request, to compensate the Operator for all damage incurred in connection with such false or inaccurate User’s declaration (including all costs of legal or other proceedings) in the amount specified by the Operator. Other possible claims of the Operator under legal regulations are not thereby affected.

11.7. The User will, at its own expense, defend the Operator against all claims of third parties raised against the Operator in connection with an infringement of their rights that occurs in connection with a breach of the User's obligations or an inaccurate declaration by the User.

12. SUPPORT

12.1. The User is entitled to contact the Operator in order to address the functionality of the Platform, especially in cases where the Platform or its functions are unavailable. For contacting the Operator in such cases, it is possible to use: e-mail contact: [email protected]

12.2. The Operator will inform the User about the outcome of addressing the User’s request in the manner used by the User for the contact.

13. PERSONAL DATA PROTECTION

13.1. The Operator provides information about how it processes Users’ (or Authorized Persons’) personal data as a data controller in the “Information on Personal Data Processing” document available for inspection at https://quantivision.com/privacy-policy.

13.2. As part of the performance of the Agreement, the Operator will process personal data for the User in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council, General Data Protection Regulation (hereinafter referred to as “GDPR”). For this reason, the parties negotiate processing obligations in accordance with the requirements set out in Article 28 of the GDPR, which form Annex No. 1 to these Terms and Conditions.

14. INFORMATION PROTECTION

14.1. The User is aware that as part of the performance of the Agreement, the Operator may provide the User with information that is confidential. Confidential information is, in particular, all information that is or could be part of the Operator's trade secret, such as information on the principles of the Platform's operation and their technical solution, data on business and marketing procedures and strategies, know-how, contracts with third parties, trading partners, employees and internal circumstances of the Operator, information on individually negotiated terms of the Agreement and on the performance of the Agreement, as well as all other information whose disclosure could cause harm to the Operator (hereinafter referred to as “Confidential Information”).

14.2. All Confidential Information remains the sole property of the Operator, and the User will make the same efforts to maintain its confidentiality and protect it as if it were User’s own Confidential Information. Except to the extent necessary for cooperation in the performance of the Agreement, the User undertakes not to reproduce the Confidential Information in any way, not to disclose it to any third parties or to the User’s own employees and agents, except those who need to be familiar with it in order to perform the Agreement. The User also undertakes not to use the Confidential Information except for the purpose of performing the Agreement.

14.3. The provisions of this article will not be affected by the termination of the Agreement for any reason and will expire 10 years after the termination of the Agreement.

15. USER ACCOUNT SUSPENSION

15.1. In the event of a suspected breach of the Agreement by the User, the Operator is entitled to temporarily suspend the User Account for the period necessary to verify or refute the suspicion. The Operator will notify the User of the suspension of the User Account and the reason by e-mail. In connection with the suspension of the User Account, the User does not have any claims against the Operator.

15.2. The provision referred to in paragraph 15.1 of these Terms and Conditions is without prejudice to the Operator's option to suspend the User Account in accordance with paragraph 7.5 of these Terms and Conditions.

16. DURATION AND TERMINATION OF THE AGREEMENT

16.1. The Agreement is concluded for the duration of Free Access. If the User extends the Agreement to Paid Access, the Agreement will be automatically extended for the duration of Paid Access. Otherwise, the Operator cancels the User's Registration and deletes their User Account.

16.2. The Agreement is automatically extended for the next period of Paid Access if the User does not notify the Operator in writing that they do not wish to extend Paid Access for the next period at the latest on the last day of the current period of Paid Access. If, as a result of the User's action under the preceding sentence, the Agreement is not extended, the Agreement will terminate on the last day of the Paid Access.

16.3. In the event that Paid Access is agreed for a period of 1 (one) year, each party is entitled to terminate the Agreement by giving written notice delivered to the other party, with a notice period of 3 (three) months starting on the first day of the calendar month following the calendar month in which the notice was delivered to the other party.

16.4. The Operator is entitled to terminate the Agreement by written notice without a notice period in the event that the User has breached the Agreement in a material manner, provided that the Operator has notified the User of such breach by e-mail or through the Platform interface prior to terminating the Agreement and the User has not remedied the breach even within a reasonable additional period provided by the Operator for this purpose, which must not be shorter than 3 (three) business days. A material breach of the Agreement is in particular (but not limited to):

16.4.1. the User's delay in fulfilling their obligations under this Agreement, which lasts longer than 1 (one) month, including the delay in any payment under the Agreement;

16.4.2. a material violation of the Platform's terms of use set forth in this Agreement;

16.4.3. if any of the User's declarations in this Agreement prove to be untrue, incomplete or inaccurate.

16.5. Either party is entitled to terminate this Agreement without further notice in the event of going into liquidation or final bankruptcy order regarding the other party's assets.

16.6. If the Agreement is terminated pursuant to paragraph 16.5 during the billing period for which the User has already paid the Price, the Operator will return the proportionate (unused) part of the Price to the User no later than 30 (thirty) days from the date of termination of the Agreement.

16.7. The parties exclude legal possibilities of withdrawal from and termination of the Agreement.

16.8. Upon termination or cessation of the Agreement, all permissions to use the Platform granted to the User under the Agreement will terminate or cease to exist.

16.9. Upon termination of the Agreement, the Operator will delete all data processed for the User and the Content of the User from the Platform. The User will not have any claims against the Operator in this connection.

17. MUTUAL COMMUNICATION

17.1. All notifications between the Operator and the User relating to or to be made on the basis of the Agreement must be made electronically via the Platform interface or via e-mail to the following addresses:

17.1.1. Operator's e-mail: [email protected].

17.1.2. The contact details stated in the User Account will be used for communication with the User.

18. COMMON AND FINAL PROVISIONS

18.1. The Operator is entitled to state the provision of performance to the User under the Agreement for the purpose of its own presentation as a reference.

18.2. The User bears all costs of means of distance communication that the User incurs when concluding and performing the Agreement.

18.3. The Operator is entitled to supplement or change these Terms and Conditions at its will at any time. Such supplementation and/or change will be published on the Platform, and information about such supplementation and/or change will also be sent to each User at their contact e-mail address specified in the User Account. As of the effective date of the new version of the Terms and Conditions, the previous version of the Terms and Conditions ceases to be effective. If the User does not agree with the changes, they have the right to terminate the Agreement on the effective date of the new version of the Terms and Conditions.

18.4. The Agreement may be concluded in Czech. Concluded Agreements are archived by the Operator in electronic form. The User is provided with an e-mail confirmation of the conclusion of the Agreement according to these Terms and Conditions.

18.5. If any provision of these Terms and Conditions is invalid or unenforceable, such fact will not affect the validity or enforceability of the other provisions of these Terms and Conditions.

18.6. The parties are not entitled to transfer or otherwise encumber their claims against the other party without the prior written consent of the other party.

18.7. Both parties assume the risk of changing circumstances within the meaning of Section 1765 (2) of the Civil Code.

18.8. The parties exclude the provisions of Sections 2389a to 2389f of the Civil Code.

18.9. These Terms and Conditions as well as all legal relations arising therefrom are governed by the laws of the Czech Republic. The general court of the Operator, or the regional court whose district includes the general court of the Operator in cases where the regional court has jurisdiction at first instance, has jurisdiction over any disputes arising from the Agreement, unless the jurisdiction of the court cannot be arranged in derogation from the legal regulation.

18.10. This version of the Terms and Conditions comes into effect on 21.08.2023.

ANNEX 1 — PROCESSING COMMITMENTS

1. PURPOSE AND NATURE OF PROCESSING

1.1. For the purposes of this Annex 1 to the Terms and Conditions, the User is referred to as the controller (hereinafter referred to as the “Controller”) and the Operator as the processor (hereinafter referred to as the “Processor”).

1.2. The purpose of the processing of personal data by the Processor for the Controller is the performance of the Agreement, namely the processing of personal data for the purpose of enabling the provision of authorization to use the Platform to the Controller which uses the Platform for the purpose of facilitating decision-making in the field of human resources.

2. PERSONAL DATA

2.1. In particular, the Processor will process the following categories of data subjects and types of personal data of the Controller for the Controller, namely:

2.1.1. personal data of employees of the Controller (identification data, contact details, employee performance data uploaded by the Controller to the Platform);

2.1.2. personal data of natural persons who are in a contractual relationship with the Controller (identification data, contact details, and possibly other data uploaded by the Controller to the Platform as specified in more detail in the Agreement);

2.1.3. personal data of potential employees and/or collaborators of the Controller (identification data, contact details, performance data of potential employees and coworkers uploaded by the Controller to the Platform and, where applicable, other data uploaded by the Controller to the Platform as specified in more detail in the Agreement).
(hereinafter referred to as “Personal Data”).

2.2. Identification data include, in particular, name and surname.

2.3. Contact details include, in particular, e-mail and telephone number.

2.4. Logs or other data generated by users’ activities within the Platform may also be processed.

2.5. Unless expressly agreed in the Agreement, special categories of personal data according to Article 9 of the GDPR (sensitive data) will not be processed.

3. PROCESSING OF PERSONAL DATA FOR THE CONTROLLER

3.1. The Processor is entitled to process Personal Data only on the basis of documented instructions from the Controller. This does not apply if the processing is already required by a legal regulation, in which case the Processor will inform the Controller of this legal requirement before the processing, unless such legal regulation prohibits providing such information on important grounds of public interest.

3.2. The Processor is obliged to cooperate with the Controller in ensuring compliance with the Controller's obligations under Articles 32-36 of the GDPR (in particular the obligation to secure personal data, to report security incidents, etc.).

3.3. All Personal Data is confidential information regarding which the Processor is obliged to maintain confidentiality under the conditions stipulated by the Agreement and is obliged to bind all persons who participate in the processing of Personal Data with the Processor to least the same obligation.

4. DURATION OF PROCESSING

4.1. The Processor processes Personal Data for the Controller for the period necessary to fulfill a specific processing instruction of the Controller, typically for the period necessary to fulfill particular obligations under the Agreement, but no longer than for the duration of the Agreement.

4.2. No later than on the date of termination of the Agreement, the Processor will return (transmit) to the Controller all Personal Data that may be returned (transmitted) to the Controller in .csv format, unless the Processor stipulates otherwise. Personal Data that cannot be returned (transmitted) to the Controller in the format specified in the preceding sentence will be returned by the Processor to the Controller no later than 2 (two) weeks from the date of termination of the Agreement, in the manner agreed in writing by the parties, unless the return of Personal Data is not practically possible within this period. In such a case, the Processor will notify the Controller, and the parties will agree in writing on an alternative date for returning the Personal Data. If (the transfer of) Personal Data back to the Controller is practically impossible or inappropriate (especially in the case of Personal Data in electronic form on the Processor’s devices or in the cloud or systems under the Processor’s control that remain under the Processor’s control after termination of the Agreement), the Processor is obliged to delete the Personal Data (including all existing copies), unless otherwise stipulated by law.

5. SECURITY OF PERSONAL DATA

5.1. The Processor is obliged to take all necessary technical and organizational measures to ensure a level of security appropriate to the risk, at least to the extent required by Article 32 of the GDPR.

6. EXERCISE OF THE RIGHTS OF DATA SUBJECTS

6.1. Due to the nature of the processing, the Processor assists the Controller in carrying out appropriate technical and organizational measures to fulfill the Controller's obligations to respond to requests to exercise the rights of data subjects.

6.2. If the Processor receives a request from a data subject to exercise rights under the GDPR or another similar request relating to Personal Data, the Processor undertakes to inform the Controller thereof in writing.

6.3. The Processor will also provide the Controller with the necessary assistance to process the request of the data subject.

7. REPORTING OF PERSONAL DATA BREACHES

7.1. In the event that the Processor discovers a personal data breach, it is obliged to inform the Controller thereof without undue delay.

7.2. The Processor will provide the Controller with the necessary assistance in the event of reporting of the incident to the supervisory authority and data subjects, and the possible investigation of the incident. The Processor undertakes to proceed in such a way as to enable the Controller to comply with the deadline of the Controller to fulfil its obligations under Article 33 or 34 of the GDPR.

8. ENGAGEMENT OF SUB-PROCESSORS.

8.1. The Processor is obliged to comply with the conditions for the engagement of a sub-processor (in particular the conditions of Article 28 (2) and (4) of the GDPR, including the Controller's prior consent to such engagement).

8.2. The Controller grants the Processor explicit consent to the engagement of other processors (sub-processors) in the processing of personal data under the Agreement. The Processor will inform the Controller of the intended engagement of another sub-processor and/or changes to sub-processors well in advance. If the Controller does not expressly inform the Processor within 5 (five) business days that it does not consent to the engagement of the sub-processor, it hereby expresses its consent to the engagement of the sub-processor.

8.3. As of the date of conclusion of the Agreement, the following sub-processors are engaged in the processing:

8.3.1. Cloud: Hetzner Online GmbH, headquartered at Industriestr. 25, 91710 Gunzenhausen, Germany.

9. TRANSFER OF PERSONAL DATA TO THIRD COUNTRIES

9.1. The Processor will not transfer Personal Data to a third country (i.e. a non-EU and non-EEA country) or an international organization.

9.2. If, in accordance with this Agreement, Personal Data is to be transferred to a third country, the Processor will, at its own expense and responsibility, take all steps to ensure compliance of the transfer of Personal Data to the third country with the law.

10. INSPECTION OF FULFILMENT OF OBLIGATIONS OF THE PROCESSOR

10.1. The Processor will provide the Controller, upon request, with all information necessary to demonstrate that the obligations laid down in this Agreement have been fulfilled. The Processor will also make it possible to carry out and contribute to audits, including inspections, carried out by the Controller or another auditor appointed by the Controller. The Processor is obliged to provide the Controller with all necessary assistance during the audit.

10.2. The Controller is obliged to notify the Processor of a planned audit or inspection well in advance, at least 3 (three) business days before the scheduled beginning of the audit or inspection. The Controller is entitled to carry out an audit or inspection solely in relation to the premises, documents and systems of the Processor that are used for the processing of Personal Data and solely to the extent necessary to verify the Processor's compliance with the Agreement.

10.3. Each party will bear its own audit costs.

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