General terms of service
These terms of service describe the rights and obligations of the User and the Supplier in connection with the Service and form a fundamental part of a binding contract between them. Capitalized words such as "User", "Supplier" and "Service", are defined below in section 1.1. If you are reading this text you are either a User or may become one so please do examine these terms carefully as they are likely to affect your rights and obligations.
If you wish to use the Service as a natural person for purposes outside their business, craft, or profession, then please pay particular attention to section 3.1. and articles 4 and 20. Take into consideration, before proceeding to create an account, that you should study the documentation related to the Service (links to which are provided below under the definition of "Documentation") and consider carefully whether the Service is likely to meet your needs. Consumer's right to withdraw from the contract and the right to cancel subscriptions are excluded in article 4.
Even though certain subscriptions may be available free of charge, Service Plans are always paid when they have more advanced features. This means that placing an order for a Service Plan often calls for an obligation to pay. We urge you to consult the Documentation prior to ordering anything and, when you do place an order, pay attention to the information displayed upon each step of the procedure. Always be certain that what you are ordering is indeed what you need and that the terms given are acceptable.
If you are not of legal age (which is likely if you are under 18) or otherwise do not possess full active legal capacity, then the Service is not for you (see section 3.2).
If you are associated with a patent assertion entity (patent troll), please see section 3.3.
If you find anything in these Terms that you do not agree with, please close your User Account and remove all Software and other items from your systems, devices, storage media and repositories.
1. Interpretation of terms
1.1. Following are the terms and the meanings ascribed to them:
"Customer" - anyone that has a User Account (excluding Supplier). Each Customer is also a User;
"Data Protection Policy" - the Supplier's data protection policy
"Data Subject" - any natural person (individual) to whom any of the Relevant Data relate;
"Documentation" - there are two meanings of this term: in the technical and operational context, it means the current technical documentation and user guidance referring to the Software, as published and periodically updated, including particularly Software support
"DPA" - the data processing annex added at the end of these Terms;
"Feature" - a component, attribute or an aspect of the Service;
"GDPR" - a regulation (2016/679) in EU law on data protection and privacy in the European Union (EU) and the European Economic Area (EEA) and repealing Directive 95/46/EC (General Data Protection Regulation);
"Guest User" - anyone besides the Customer and the Supplier that accesses the Customer's User Account, including anyone who's access has been authorized or caused (whether knowingly or not) by the Customer;
"Intellectual Property" - all trademarks, service marks, domain names and business names, brands, rights connected to inventions, designs, databases and proprietary information (including trade secrets), patents, copyrights (including both economic as well as moral rights) and all other items treated as intellectual property or rights thereof under applicable law;
"Party" - each of the User and the Supplier ("Parties");
"Personal Data" - any information relating to an identifiable natural person (individual). This term has the same meaning as 'personal data' under the GDPR;
"Relevant Data" - Personal Data that form part of Workspace Data;
"Representative" - anyone who represents the User upon his entry into the Agreement or in any transaction related;
"Service" - depending on the context it can be the Supplier's providing the Software or one or more resources or other benefits for use in association with the Software or technical support services concerning the foregoing. It can also be the above items collectively, any of them separately or any combination of any of them;
"Service Plan" - a subscription to a particular set of Features offered. Different Service Plans have their specific name, such as "Basic", "Premium" or "Enterprise". The significance of such names, is explained in the Documentation, as are other differences between Service Plans. For example, which Features a specific Service Plan includes, what are the main characteristics of these Features and the prices of Service Plans. A Service Plan is required for each Workspace. It is possible to switch from one Service Plan to another adding or removing Features in relation to the Workspace;
"Software" - the Supplier's time tracking software (TeamBench) and such other Supplier-developed computer programs including patches, updates, upgrades, other modifications and replacements.
"Sub-processor" - a third party engaged by the Supplier to process Relevant Data;
"Sub-processor List" - Sub-processor list is a list of third parties (sub-processors) who process Relevant Data in connection with the Service.
"Subscriber" - the Customer to whom the Service Plan belongs;
"Supplier" - refers to Infranet development Ltd., Croatian private limited company, established and doing business at Ulica grada Vukovara 269D, HR10000 Zagreb, Croatia, email: email@example.com, telephone: +385 1 464 1264; as determined under article 2 of the Terms separately with respect to the Agreement;
"Terms" - these terms of service, including the DPA;
"User" - anyone other than the Supplier that downloads, saves, installs, uses, accesses, interacts with, or is the recipient of the Service or controls any item that forms part of the Service. User can be the Customer, anyone who performs any of the above acts on the Customer's behalf or through his User Account, anyone who accesses a resource that is located on the Service, anyone with a copy of any Software. This Term refers to specifically to any User unless the context otherwise requires;
"User Account" - a Service user account whose purpose is to allow its holder to use Service's Features;
"User Data" - any data, including Personal Data, that is in a relation to a User on their User Account;
"Workspace" - a logical space in the user environment where one or more Customers may use the Features available to them;
"Workspace Data" - the data that is stored or processed in given Workspace, including all such User Data;
"Workspace Owner" - the Customer having responsibility for a given Workspace, its contents, and all activities, including all data processing. Workspace Owner is also referred to as the "Owner" in these Terms.
1.2. In these Terms: words denoting a gender or genders are to be construed as referring to all genders appropriate in the context; and where the context clearly otherwise determines, the word "item" means any legal object capable of being the object of a right, duty or a capacity.
1.3. This Agreement constitutes the entire contract between the Parties relating to the subject matter, superseding all prior agreements and understandings of the Parties concerning that matter. If any part of the Agreement conflicts with any Service-related information provided elsewhere, the provision in the Agreement shall prevail.
2. Parties, Formation of contract, term
2.1. The identity of the Supplier the User is contracting with, depends on the type of User and the User's domicile or the domicile of the party paying for the Service Plan, and is determined separately in regards to:
(a) the Agreement to such extent that it does not concern any Service Plan specifically or the User acting as a Workspace Owner;
(b) the Agreement in relation to each Service Plan specifically - the Parties' relationship in the context of a particular Service Plan; and
(c) the Agreement to the extent concerns the rights and obligations of the User as a Workspace Owner and the Supplier's corresponding rights and obligations, including their respective rights and obligations under the DPA.
2.2. The Agreement referenced in the first paragraph of this subsection: will be effective right after the party is identified as the User consenting to the Terms with implied consent being believed to have been given by the performance of any of the acts mentioned in the definition of "User" or "Customer"; is for an indefinite term, continuing to stand until terminated pursuant to its terms or on statutory grounds, except that certain of its provisions will survive any termination of Agreement;
The Agreement referenced in the first paragraph of this subsection between the Supplier and the Subscriber shall be effective upon the Supplier's acceptance of the order for the Service Plan with implied acceptance being believed to have been given by making the relevant Features available. Agreement between the Supplier and a User other than the Subscriber shall be effective upon any of the Service Plan's benefits becoming available to the User; and, in either case will terminate upon a new Agreement being made between the Supplier and a Subscriber in relation to the Workspace concerned, the expiry of the Service Plan, the User ceasing to be a member of the Workspace, the Workspace being closed, or the party paying for the Service Plan being replaced by another.
The Workspace Owner shall always have an Agreement with the TeamBench entity having issued the Service Plan effective in relation to the given Workspace. For example, each time that the Workspace becomes subject to an Agreement between the Supplier and a Subscriber a new Agreement shall form between the Workspace Owner and the TeamBench entity, with the Owner's previous Agreement terminating respectively (and such re-establishment of contract having no effect on the Service).
2.3. A separate contract is always formed between the Supplier and each User. No User is involved in, third-party beneficiary or a protected or otherwise interested third party under, another User's contract with the Supplier, or can raise any claim based in connection with that contract.
2.4. The Supplier's undertakings with regard to the Service are to the Customer only and no one else may demand, or shall rely on, the Supplier's performance of its respective obligations that the Supplier may have under its Agreement with the Customer.
3. Special categories of users
3.1. The Service for business users is used as a workplace tool. It is not intended for personal or household use or any of the sorts. Any natural person wanting to use any of the Features for a purpose unrelated to his business, craft or profession must notify the Supplier of such actions before obtaining a Service Plan for the respective Features. The User's failure to provide such notice will, to the maximum extent permitted by law, result in the User not being able to rely on being a consumer and the User forfeiting all consumer rights, including the right to withdraw from the Agreement and the Service Plan in question.
3.2. The Service is only intended for natural persons who have full active legal capacity. Full active legal capacity is usually attained by becoming of legal age, which commonly occurs at the age of 18. Individuals whose active legal capacity is restricted are also restricted from being Users.The Customer must ensure that any natural person whom he causes to become a User has full active legal capacity. Also, each natural person User and Representative shall, by having assumed the respective role, be deemed to have represented to the Supplier that they are, and, in the Representative's case, that both they and the User are, at least 18 years old and capable of entering into contracts. The above representation is deemed to be made every time that the person causes themself (and, in the Representative's case, when they cause the User) to be exposed to the Service.
3.3. Patent assertion entities (also referred to as non-practicing entities or patent trolls), meaning persons or entities that derive a substantial part of their revenue from the offensive assertion of patent or other intellectual property rights, are generally restricted from being Users and shall not enjoy any of the rights that a Customer is intended to have, except as otherwise provided in the following part of this section. A patent assertion entity is prohibited from being a User including anyone acting on behalf, on the instructions for the benefit of or directly or indirectly controlling or being controlled by such an entity. Unless Supplier's prior, explicit and informed consent and the respective person or entity having given such undertakings and assurances as the Supplier reasonably may request.
4. Forfeiture of the right of withdrawal
4.1. The User hereby requests that the Supplier's performance of the Agreement commence immediately and that the benefits to which the User is entitled, including the Features authorized under his Service Plan, be made available to him immediately. The User acknowledges and agrees that by making the above requests he loses the right to withdraw from the Agreement and the right to withdraw from the Service Plan in question.
4.2. The User further requests that the Features authorized under any future Service Plan he may obtain be made available to him immediately upon the Service Plan's commencement. The User acknowledges and agrees that by requesting this he loses the right to withdraw from the Service Plan.
5.1. Subject to the terms set in the Agreement the Supplier grants to the below Party the following limited, non-exclusive and restrictedly-transferable right:
(a) to the Subscriber - the right use, during the term of his Service Plan and all associated Features;
(b) to the Customer - the right to access and use his User Account in a manner and by such means as consistent with the Service Plans whose benefits he is entitled to enjoy;
(c) to the User having a complete end user copy of a Software product - the right to install, store and use the respective Software copy on a device for which it is intended.
Each of the above rights shall be exercised exclusively for the respective Party's own internal legitimate purposes. None of the rights shall be sublicensed, assigned, encumbered or otherwise disposed of, except to the extent otherwise permitted under section 22.1.
5.2. A User who enjoys the benefits of a Service Plan in relation to which he is not the Subscriber shall, be deemed to be a sub-licensee of the Subscriber. To avoid doubt, the benefits of a Service Plan do not include the rights of a Workspace Owner. Those rights and obligations cannot be sublicensed or delegated (but they are restrictedly-transferable).
5.3. The Service is intended for use respecting the rights, freedoms and legitimate interests of others, and may only be accessed through the interfaces that the Supplier has provided or authorized.
5.4. Features should be used in accordance with the Documentation, if there is one concerning a particular Feature
5.5. Persons other than the Supplier are allowed to reproduce the Software only for installation and backup purposes. It's allowed to do so only to the extent that such reproduction is necessary for using the Software in accordance with this Agreement.
5.6. As between the Parties, all Service-related Intellectual Property is retained by the Supplier. The User shall not acquire any right or otherwise in connection with the Service, except for the limited rights of use expressly set forth in this Agreement.
6.1. The Supplier will use reasonable efforts to provide the Subscriber with the benefit of all Features authorized under his Service Plan.
6.2. The level of Service to which the Customer is entitled may depend on the Service Plan chosen. The Documentation explains in more detail the effects on the Service that the selection of a Service Plan.
6.3. Unless stated otherwise in the Documentation or specifically agreed between the Customer and the Supplier: (a) the Customer may contact the Supplier for technical support at the email address specified in the definition of "Supplier" or by using such error reporting or customer feedback features as may be available; (b) the Supplier aims to respond to support requests within 24 business hours and resolve Software errors and Service defects within reasonable time but makes no commitment as to how quickly support will be provided or such matters will be resolved.
6.4. The User acknowledges and agrees that:
(a) the Service has not been designed to meet his specific requirements, may from time to time suffer interruptions and be occasionally unavailable, has and will continue to have certain bugs and vulnerabilities, and should not be confided upon in inherently dangerous circumstances;
(b) the Software, the Service and anything offered or delivered as a part of or by means of any Feature is provided on an "as available" basis;
(c) their selection of a Service Plan and use of any of the Features are at his own risk, as are his exposure to transmission, receipt, storage, possession, disclosure and handling of data, computer programs, software code or other items through to the Service.
6.5. The Service may provide links, references or access to third-party websites, resources or service. The Supplier is not responsible for the existence or quality of such external sites, resources or services. Supplier does not endorse them and shall not be liable for any loss, damage, expenses or other undesirable consequences.
6.6. The Supplier has no obligation to enhance, modify or replace any part of the Service, or continue releasing new versions.
6.7. The Supplier may: (a) discontinue or cease providing the Service to any Customer on a month's notice; (b) cease providing the Service to any User without notice, other than a Customer; (c) suspend or restrict access to the Service for anyone whose payment is overdue more than 6 days or whose use of the Service conflicts with the Agreement; (d) suspend, limit or terminate the availability of Features in relation to a Workspace whose properties do not conform to its current Service Plan or replace that Service Plan to which the Workspace conforms; and (e) suspend performance in whole or in part, under the Agreement, with immediate effect if legally required to do so.
7.1. Anyone who orders a Service Plan or permits one to be ordered on his behalf is believed to have agreed to and accepted liability for the payment of all fees and charges associated with the Service Plan, and consented to the same being billed, revised and adjusted according to the rules that the Supplier has established. The same applies to anyone who permits or causes themself to be designated as a payer for a Service Plan or otherwise assumes responsibility for incurring Service Plan related fees and charges.
7.2. Unless otherwise agreed: (a) Service Plan subscription fees for any billing period will be determined on a single Workspace, number of members in the Workspace and a monthly amount per Workspace member basis: a specified monthly amount per Workspace member multiplied by the number of members in the Workspace to which the Service Plan pertains multiplied by the number of months in the billing period applying to the Service Plan (b) the billing cycle in relation to a Service Plan is either monthly or annual, starting on the day the Service Plan commences or for a free trial period, on the day immediately following the trial; (c) payment for the Service Plan is due on a monthly basis for the previous month usage on the 5th of every month .
7.3. Payments for a Service Plan shall be in the agreed currency, using a payment method acceptable to the Suppler (credit card - Visa, Visa Electron, Mastercard, Maestro and American Express).
7.4. The Supplier may vary the fees, rates and the billing cycle applicable to the Customer's Service Plan upon a month's notice. If the Customer does not agree with the changes, his sole remedy shall be to cancel the Agreement or the Service Plan in question. With failure to do so Customer signifies his agreement to the changes.
7.5. The Supplier's fees are non-refundable. For example: (a) if the Agreement or a Service Plan is terminated or varied mid-billing period, the Customer will not be entitled to refund, including any partial refund; (b) payments to future billing periods will not be refunded unless otherwise explicitly agreed.
7.6. Upon an upgrade or a downgrade from one paid Service Plan to another the amounts that the Customer prepaid for the original Service Plan will be applied against the amounts payable for the new Service Plan.
7.7. The Supplier's fees and rates are exclusive of value added and sales taxes and other public dues (except for those based on the Supplier's income), except where the Supplier has otherwise explicitly stated. The User is responsible for all dues that may be imposed on his purchase, receipt, import, export, use or enjoyment of anything provided.
7.8. All sums owed to the Supplier must be paid in full, without deducting any currency conversion or payment-related charges.
7.9. The User acknowledges that: (a) his payments are handled by third-party service providers; (b) the Supplier is not responsible for these parties or their services and has no liability when payment processing; (c) late payment may result in the suspension of Service, restriction of access to some or all of the Features or the termination of the Agreement.
7.10. The Supplier may, in its absolute discretion, charge interest on overdue amounts at either 18% per annum or the relevant statutory rate, whichever it elects.
8. User's undertakings
8.1. The Customer must be a natural or legal person or an entity with legal capacity.
8.2. Upon becoming the User they shall use their true legal name and provide true and accurate contact and other information as requested.
8.3. The User must comply with all legal requirements applicable to his use of the Service, handling of Workspace Data and other activities. Customer shall cause each Guest User to comply with above stated.
8.4. The User warrants that his User Data and, in the Customer's case, the User Data of Guest Users are lawful and acquired properly and that his data processing activities and, in the Customer's case, those of Guest Users are legal.
8.5. The User further warrants that he will not use the Service for sending unsolicited communications or uploading, transmitting, delivering, running, controlling or storing harmful code, malware or illegal content, and, in the Customer's case, that no Guest User will do so.
8.6. If the Supplier reasonably believes that User Data or the User's data processing activities violate the law or otherwise conflict with the Agreement, it may: (a) ask the User to take such action as the Supplier considers necessary for remedying the matter; or (b) remove, disable, restrict access to, or delete the data concerned without being responsible (neither to the User nor anyone else) for any damage or loss.
8.7. Without prejudice to any of their statutory obligations, the User undertakes that he will not, and the Customer further guarantees that no Guest User will: (a) interfere with the functioning of the Service; (b) add to an unreasonable load on the Service or its infrastructure; (c) consume any resource or otherwise use any item in a manner that prejudices another User's enjoyment of the Service; (d) reproduce the Software, except when permitted; (e) translate, adapt, arrange or otherwise alter the Software or reproduce the results of any such activity; (f) sell, rent, lease, lend or otherwise make available, the Software (neither the original Software nor any copy) or any other part of the Service; (g) decompile, disassemble or otherwise reverse engineer the Software; (h) remove, alter, hide or obscure any copyright notice, trademark or other proprietary rights notice embedded in or pertaining to any part of the Service; (i) attempt to create any product or service that is substantially similar to, or performs the same or similar functions or competes with any part of the Service.
9. Representative's undertakings
9.1. The Representative personally warrants to the Supplier that: (a) their principal, upon becoming a Customer, conforms to the description provided in section 8.1; (b) they are authorized to act on the User's behalf, and (c) the transactions they make on the User's behalf are binding on the User.
9.2. The Representative agrees that if they open a User Account for a principal who does not conform to the description of section 8.1 or if any transaction they make on the User's behalf proves to be canceled due to their lack of authority, they shall be deemed to have opened the User Account or entered into the transaction on their own behalf.
10. User Account
10.1. The Customer will be fully responsible for the activity that occurs under their User Account, including all data processing and other acts performed, and must notify the Supplier upon learning of any security breach relating to or unauthorized use of their User Account.
10.2. It is the User's own responsibility to maintain the confidentiality of his usernames, passwords and similar credentials.
10.3. The Supplier does not have an obligation to monitor or access any User Account but may do so if reasonably warranted.
10.4. The Supplier may, in its sole discretion, temporarily or permanently disable, close or restrict access to any User Account that is used for infringing on anyone's Intellectual Property or personal rights or to perform any of the acts mentioned in section 8.7, and shall not be liable for any loss or damage.
11. Workspace Owner
11.1. Each Workspace must have an Owner who is responsible for the Workspace, and it is for the Customers participating in the Workspace to ensure that an Owner is designated and accepts the responsibility. Workspace members are accountable for their Workspace having an Owner that has to be a real person (natural or legal). Owner must be able to be reached at the email and physical addresses specified in the Workspace as the Owner's details.
11.2. The default Workspace Owner is the Customer who created the Workspace or on whose behalf the Workspace was created, but the identity of the Owner can be changed in Workspace settings, assuming the requirements of section 22.1 are complied.
11.3. Should there be any doubt or dispute as to who created a given Workspace, on whose behalf it was created or who the Workspace Owner is, the Supplier is authorized to determine the same, with its respective determination binding on all parties concerned. For the avoidance of doubt, it is not the Supplier's duty to allocate responsibility or resolve disputes between Workspace members and the Supplier will use the above authority only as an ultimate measure in situations where the rights, freedoms, assets or legitimate interests of the Supplier or other parties (such as, e.g., Users, data subjects or Intellectual Property owners) are at risk or need to be defended, or where the exercise of such authority is necessary for the performance of the Agreement or to comply with a legal obligation to which the Supplier is subject.
11.4. Where a Service Plan terminates due to it being replaced by another, so shall the Workspace Owner's rights and obligations as an Owner with respect to the related Workspace, and his role as a Workspace Owner is re-established in relation to the Supplier having issued the new Service Plan, i.e., the Owner's Agreement under subsection 2.1(c) is automatically replaced as per subsection 2.3(c), without the Service being deemed to have ceased or recommenced by reason thereof. The same applies respectively upon the renewal or reissuance of a Service Plan.
11.5. The Owner shall ensure that Workspace Data are lawful and acquired properly and that all data processing and other activities performed in, through or by means of the Workspace are legal.
12. Data rights
12.1. The User acknowledges that the rights he has and the control he can exercise in relation to Workspace Data, including the ability to access, process and dispose of the same, are commensurate with his role in the Workspace. There may be other Users in the Workspace, including but not limited to the Workspace Owner, whose status or privileges permit them to enable, disable, limit, suspend or terminate, or whose decisions may otherwise affect, the User's access to and his rights concerning Workspace Data. The same applies in relation to the Workspace itself, its sub-environments and the Features available in connection therewith. In case another User exercises such power or there is a disagreement concerning anyone's permissions or privileges in a Workspace or rights with respect to Workspace Data, it is a matter to be resolved between Users. The Supplier has no obligation to intervene, and usually does not intervene, in such disputes and in any event is not responsible for any User's decisions, acts or omissions in relation to, or which affect, another User.
12.2. As between the Parties, Workspace Data belong to the Workspace Owner and his instructions as to Workspace Data override those of any other User. The User acknowledges this and shall not hold the Supplier liable for any undesirable consequences that he or anyone else may suffer due to the Supplier's disposal or processing of User Data pursuant to the instructions of an Owner other than the User where those User Data form part of that Owner's Workspace Data.
12.3. The User, whether an Owner or not, acknowledges and agrees that if a Workspace is closed (whomever by), then the Supplier has no obligation to maintain or provide Workspace Data and may, unless legally prohibited, delete the same.
13. Personal Data
Note on interpretation: the terms 'controller' and 'processor' have the meanings assigned to them in the GDPR.
13.2. The allocation of roles and responsibilities in the processing of Relevant Data is as follows: (a) the Workspace Owner is the 'controller' of these data; (b) the Supplier is the 'processor' thereof; (c) a Sub-processor is also a 'processor' of Relevant Data but one who acts under the Supplier's responsibility (and thus enjoys the protection mentioned in section 16.5); (d) any enquiry, request, objection, complaint or demand that the User as a Data Subject may have in connection with such processing (i.e., where the information processed relates to the User) should be addressed to, and resolved by, the Workspace Owner (with such assistance from the Supplier as may be necessary and appropriate in light of its role as the 'processor' of the respective information).
13.3. The DPA sets out further rights and obligations of the Workspace Owner and the Supplier in relation to the processing referenced in section 13.2.
14.1. With respect to any product of the intellectual activity, including any object of Intellectual Property, that is submitted or contributed or otherwise knowingly made available for inclusion in the Software or any other part of the Service, the Supplier will be deemed to have been granted a non-exclusive, royalty-free, worldwide, perpetual (save as limited by law), irrevocable, freely transferable, fully sublicensable right to use, distribute, reproduce, modify, adapt, publish, translate, transmit, publicly perform, display and make available (in whole or in part) and to incorporate it into some other items, including works and inventions, in any form and medium now known or developed later. Anyone making such a contribution warrants to the Supplier that he is authorized to do so and that neither he nor any author of any item embedded in his contribution will seek any type of compensation or reimbursement in connection therewith
15. Disclaimer of warranties
15.1. Any warranty of the Supplier not expressly stated herein will be deemed withheld. The Supplier disclaims, to the maximum extent permitted by applicable law, all statutory and implied warranties and course of performance, dealing, and usage related expectations with respect to the Service.
15.2. Without prejudice to the generality of the foregoing, the Supplier makes no representation and doesn't give any warranty or guarantee that: (a) the Service is fit for any particular purpose, is accurate, timely, is of satisfactory quality, is enjoyable, is available regardless of, or in any specific, jurisdiction, or non-infringing of third-party rights; (b) that access to the operation or use of the Service shall be uninterrupted, secure or free of error; (c) that any error or defect in the Service shall be corrected; (d) that the Service or any means it is accessed with or used is free of malware and any other harmful components; (e) with respect to any third-party item; or (f) to anyone who is not a Customer.
15.3. The Supplier's disclaimers in connection with the Service apply to the Service as a whole and to each component thereof.
16. Limitation of liability
16.1. To the extent not prohibited by a applicable mandatory laws and subject to section 16.2:
(a) the Service is provided "as is" and "as available", with all faults and defects and in any event
(b) the Supplier will not be liable (under any theory of liability), neither to the User or anyone, for any undesirable consequences, including any loss or damage of any nature, whether foreseeable or not foreseeable and even if advised of the danger thereof, that result from (i) any installations, implementations, upgrades and downgrades, modifications or customizations of the Software not carried out by the Supplier, (ii) failure to use a Feature in accordance with the Documentation, the Agreement or applicable law, (iii) using Features in conjunction with an item not provided and approved by the Supplier, (iv) using a third-party item in conjunction with a Feature not in accordance with the third-party documentation or instructions, (v) not applying a available fix, patch, update, service pack or upgrade that could have avoided a harmful event, (vi) inherently dangerous application of any of the Features or anything else provided hereunder, (vii) any unauthorised accessing or use of a Customer's User Account or any Workspace, (viii) any unauthorised use of any User's credentials, (ix) any communications received or transactions entered into through or by means of the Service, (x) anyone's statements or conducts on any site, pages or other mediums forming part of the Service, or (xi) anything attributable to anyone than the Supplier;
(c) where subsection (b) does not apply, the Supplier will not be liable (under any theory of liability), to the User or anyone else, for any loss of profit or business or opportunity, or any special, consequential, incidental, indirect, punitive or non-patrimonial losses or damages, whether foreseeable or not and even if advised of the danger thereof. The Supplier could only be held liable for the User's direct financial loss;
(d) the Supplier's total cumulative liability arising out of, related to, or connected with this Agreement, the Service, the Documentation, the processing of Personal Data, or anything else, will not exceed (i) the entire financial consideration (exclusive of value added and sales taxes and any other public dues) that the User has paid to the Supplier in connection with the Service during the 12 months immediately preceding the month in which the liability events (i.e., the event/s or circumstance/s underlying the Supplier's liability) occurred, or (ii) if the User did not have any obligation to make such payments during the period mentioned, then EUR 50 (fifty euros);
(e) this section is without prejudice to exclusions and limitations of liability that apply by operation of other provisions hereof.
16.2. The subsections 16.1(a) -- 16.1(d) will neither exclude or limit mandatory liability for any: (a) Supplier wilful breach of any of its obligations; or (b) death or personal injury caused by defective items produced by the Supplier (mandatory product liability)
16.3. Neither Party will be liable for breaching obligations due to circumstances that beyond control and which reasonably could not have been foreseen or avoided and which, or whose consequences reasonably cannot be expected to overcome, such as, for example, a force of nature, conduct of public authorities, war, civil unrest, the act of terror, nontrivial cyberattack, third-party hosting failure, internet or any utility service or any other circumstance that qualifies as force majeure under applicable law - to the extent that the respective circumstance prevented or hindered the Party's performance. For avoidance of doubt, this section will not limit the amount of or excuse the User from paying any fee or other sums that the User owes hereunder.
16.4. Nothing herein will prevent the Supplier from invoking, or otherwise prejudice the Supplier's recourse to, any statutory defense, remedy or exclusion or limitation of liability.
16.5. The protection afforded to the Supplier hereunder, and any statutory protection that the Supplier may enjoy, extends to anyone acting on the Supplier's behalf, exercises its rights, performs its duties or assists the Supplier in doing the same.
17.1. The User will defend, indemnify and hold the Supplier harmless, its officers, directors, employees, contractors, agents or representatives from and against all and any claims made by and all damages, fines, costs and expenses, penalties, liabilities, and expenses payable to any third party that arises from the User's or, if the User is a Customer, then his own or any Guest User's: (a) breach of any obligations, representations or warranty hereunder; (b) misuse of any Feature; or (c) infringement of ž Intellectual Property or proprietary or personal rights.
18.1. The User acknowledges that from time to time, circumstances may arise that make it necessary or to vary certain provisions of this Agreement. Such circumstances can include: (a) the Supplier's launch of a new service or a modification to the Service; (b) a significant change in the Supplier's operating environment; (c) an order or a judgment being entered against or in favor of the Supplier; (d) a significant corporate event, such as, e.g., the Supplier's merger, acquisition or transformation; (e) the Supplier's transfer of the enterprise or a part of the enterprise to which the Agreement pertains; (f) the ambiguity, invalidity, voidability or unenforceability of a provision herein; (g) any event whose occurrence or occurrence that is expected in the Supplier's reasonable judgment necessitates an amendment hereto.
18.2. The User agrees that: (a) upon any of the circumstances referenced in the preceding section, the Supplier may make such changes to the Agreement as it reasonably deemed appropriate; (b) The Agreement may be amended by the Supplier as follows: (i) if the User is a Customer, then by providing him with the revised text of the Agreement or the revised part thereof or with URLs that specify the location where the same is available on the internet, or (ii) if the User is not a Customer, then by any of the means that are described in point (i) or: by posting the revised text of the Agreement or the revised part thereof on such page of the Supplier's website as then used for publishing materials such as the Terms; (c) if he is a Customer and the revised version of the Agreement reduces his rights or increases responsibilities, the Supplier will provide him with reasonable notice of such new version's entry into force.
18.3. Notwithstanding anything herein to the contrary, the Supplier may modify the provided Service or any other part thereof at any time and for any reason and may do so with or without notice. Unless otherwise expressly agreed, the use of any new features, updates, releases, versions, or any other modifications that the Supplier may make available in connection with the Service shall be subject to the Agreement. The User's continued use of the Service after any such modification will constitute his consent to the respective modification(s).
18.4. if the User disagrees with the Supplier's changes (whether to the Agreement or the Service), his sole remedy will be to terminate the Agreement and stop using all Features.
19.1. In this article, the term "Agreement" means the Agreement referenced in subsection 2.1(a) and words such as "herein", "hereto", "hereof" and "hereunder" refer to that Agreement, unless it is otherwise specified.
19.2. The Agreement between the Customer and the Supplier can only be terminated by closing the Customer's User Account. For the avoidance of doubt, where the Customer has more than one User Account, closing an account will only terminate the Agreement pertaining to that specific account.
19.3. The Agreement between the User and the Supplier other than a Customer can be terminated by a notice to the other Party or, if giving notice to the User is impracticable or would result in unreasonable delays and expenses, then by the Supplier's ceasing all activities hereunder, except those which are necessary for providing the Service to another User, the protection and enforcement of the Supplier's or other parties' rights, freedoms, legitimate interests, the exercise of the Supplier's statutory rights or freedoms, or to comply with legal obligations.
19.4. To close his User Account, the Customer must log in to the account and then choose "close account" under the "profile settings" and confirm that he wishes for the account to be closed. However, it should be appreciated that Features ( appearance, titles, meu locations, tabs, fields, buttons, icons and any other objects displayed on the Service) are subject to change, meaning that the steps required of the Customer to close his User Account could vary from time to time. The Supplier shall endeavor to keep this procedure as straightforward as possible and shall update the Documentation if any changes are made thereto. If the Customer has difficulties with closing his User Account, he should contact the Supplier and follow the provided instructions.
19.5. Either Party may close the Customer's User Account and will by so doing be deemed to have terminated the Agreement (which, in the civil law context, represents 'cancellation', not 'withdrawal'), effective upon the closure of the account, provided that: (a) if the User Account is closed by the Supplier, at least a months notice must be given to the Customer thereof (unless section 19.6 or 20.5 applies or the User Account is closed at the Customer's request); and (b) where the User Account is closed by a Party entitled to withdraw from the Agreement, such Party has failed notifying the other that by closing the User Account he is exercising his right to withdraw (which notice must be served prior to or concurrently with closing the User Account and will result in the Agreement being deemed to have been terminated by withdrawal).
19.6. Upon a Party's material breach of Agreement, the other Party can terminate the Agreement forthwith. Without prejudice to any statutory provision as to what constitutes a material breach, such a breach hereof will be deemed to have occurred if a Party, having breached any of his principal obligations hereunder or under the Agreement referenced in subsection 2.1(b), fails to remedy or discontinue such breach within 14 days (or, where exceptional circumstances render this period unreasonably short, such longer time as reasonably required) after notice from the other Party specifying the breach and requiring it to be remedied or discontinued.
19.7. Any termination hereof will terminate all Agreements that the User could have under subsection 2.1(b), except if the User is a Customer with more than one User Account, the termination will not affect his Agreements under subsection 2.1(b) in relation to Service Plans whose benefits the Customer is entitled to enjoy by reason of a User Account other than the one being closed.
19.8. The termination of a Service Plan will terminate the related Agreement under subsection 2.1(b).
19.9. The Agreement under subsection 2.1(c) shall be terminated as described in the subsection 2.3(c) (with automatic re-establishment of contract) or upon the relevant Workspace being closed and is incapable of being terminated otherwise. Instructions on how a Workspace can be closed are provided in the Documentation.
20. Consumer withdrawal
Notes on the application of this article: (a) the provisions of this article apply only if and to the extent that the forfeiture of the right of withdrawal under article 4 (i.e., the consumer's forfeit of his withdrawal rights from the Agreement and Service Plans) proves to be void; (b) insofar as permitted by law, the application of this article is subject to the Subscriber notifying the Supplier as per section 3.1 that his wish is to use the Service as a consumer; (c) if a provision of this article applies and conflicts with another provision that is located elsewhere in the Agreement, it prevails over that other provision.
20.1. If the Subscriber is a consumer and has acted as a consumer acquiring a Service Plan, he may withdraw from the Service Plan within 14 days without giving a reason. The withdrawal period expires after 14 days from the commencement of the Service Plan (which, if the Service Plan is subject to a free trial period, coincides with the commencement of the trial). To meet the withdrawal deadline, it is sufficient that the Subscriber sends his communication concerning him exercising the right of withdrawal before the withdrawal period has expired.
20.2. To exercise the right to withdraw, the Subscriber must inform the Supplier (i.e., the TeamBench entity having issued the Service Plan concerned) of his decision to withdraw from the Service Plan by an unequivocal statement (e.g., a letter sent by post or email to the appropriate address specified under the definition of "Supplier"). The Subscriber may use the following model withdrawal form, but it is not obligatory: To Infranet razvoj, Ulica Grada Vukovara 269D, HR-10000 Zagreb, Croatia, firstname.lastname@example.org [choose the appropriate entity and delete the brackets along with their contents] I hereby give notice that I withdraw from my contract for the provision of the following service: my Service Plan titled "[enter the name of the Service Plan]", ordered on [replace these brackets and their contents with the date of the order]. Name of consumer: [enter the Subscriber's name] Address of consumer: [enter the Subscriber's postal address if the withdrawal notice is sent by post or the Subscriber's email address if the notice is sent by email] Signature of consumer (only if this notice is on paper): [delete these brackets along with their contents; if the withdrawal notice is on paper, the Subscriber's signature must be placed here] Date: [enter the date of the withdrawal notice]
20.3. If the Subscriber's withdrawal from a Service Plan would result in the relevant Workspace being left with no Service Plan, the Workspace must be closed. In this case, the Subscriber's statement under section 20.2 will be accompanied by his closing the respective Workspace (instructions on how to do that are provided in the Documentation). Should the Subscriber fail to close the Workspace as required under this section, it may be closed by the Supplier (in its absolute discretion and without any notice), and the Supplier will not be liable (neither to the Subscriber nor anyone else) for any loss, damage or other undesirable consequences resulting therefrom
20.4. If the Subscriber's withdrawal from a Service Plan would result in there being no Service Plan associated with the Subscriber's User Account, the statement under section 20.2 will be accompanied by the Subscriber's closing his User Account as it is described in section 19.4. In this case, the Agreement referenced in subsection 2.1(a) will terminate along with the Service Plan.
20.5. Where section 20.4 applies and the Subscriber fails to close his User Account as required under that section, the Supplier may, in its absolute discretion, close the Subscriber's User Account in his stead and shall by so doing be deemed to have terminated the Agreement referenced in subsection 2.1(a). No notice of User Account closure or Agreement termination will be required in this case and the Supplier shall not be liable (neither to the Subscriber nor anyone else) for any loss, damage or other undesirable consequences that may result from such closure or termination.
20.6. If the Subscriber withdraws from a Service Plan, the Supplier shall reimburse to him all payments received from the Subscriber for that Service Plan (less the amount referenced in section 20.7), including, if applicable, the costs of delivery (with the exception of the supplementary costs resulting from the Subscriber's choice of a type of delivery other than the least expensive type of standard delivery offered by the Supplier), without undue delay and in any event not later than 14 days from the day on which the Supplier is informed of the Subscriber's decision to withdraw from the Service Plan. The reimbursement will be affected by the same means of payment as the Subscriber used for the initial transaction, unless the Subscriber has expressly agreed otherwise. In any event, the Subscriber will not incur any fees as a result of such reimbursement.
20.7. The Subscriber acknowledges and agrees that by reason of his requests under article 4 (causing the Supplier's performance of the Agreement to commence immediately and the benefits of Service Plans to become available during the withdrawal period) the reimbursement under section 20.6 will be reduced by an amount proportionate to what has been provided under the Service Plan until the Subscriber's withdrawal therefrom (as compared to the full coverage of the Service Plan). The amount of the reduction shall be determined based on the total price of the Service Plan, i.e., the price charged for the whole relevant billing period.
21. Effects of termination
21.1. The User understands and agrees that upon any termination of this Agreement: (a) all his rights hereunder will terminate and he must cease all activities authorized by the Agreement; (b) all amounts that the Supplier is entitled to be paid hereunder become due, except sums that already are; (c) in case the termination concerns the Agreement referenced in subsection 2.1(a), all his User Data and other information associated with his User Account and the Workspaces pertaining to, or in which he participates through, that account may be deleted or become unavailable to him; (d) insofar as relevant hereto, he will receive no refund or other compensation for any unused time or credit on a subscription, for any license or subscription fee, any data associated with any User Account or Workspace, or for anything else; (e) all his Software-related obligations hereunder will survive until he fully and permanently removes all Software from his systems, devices, storage media and repositories; (f) the preceding subsection applies respectively in relation to any item that forms part of the Service and which the User retains after the termination hereof.
21.2. Those provisions of the Agreement that either by express language or reasonable construction are intended to survive its termination (such as, e.g., provisions concerning Service-related Intellectual Property, contributions to the Service, disclaimers, limitation of liability, indemnities, choice of law and jurisdiction) shall so survive and will be enforceable notwithstanding any termination hereof.
22. Assignment, other disposals
With regard to assignment, sublicensing and other disposals, the Parties have agreed that:
22.1. The User shall not, without the Supplier's prior explicit consent, sublicense, assign, encumber or otherwise dispose of any of his rights or obligations hereunder, except that the User may, without seeking the Supplier's consent: (a) dispose of his financial claims, i.e., claims whose sole object is the payment of money to the User; (b) assign this Agreement, i.e., all his rights and obligations hereunder, or cause the same to be transferred, as part of the User's general succession (including merger, acquisition and transformation), division, transfer of the enterprise (or a substantial, coherent part of the enterprise) to which the Agreement pertains or divestiture of all or substantially all of his assets as a whole, provided, however, that (i) where the User is a Customer, his Agreement under subsection 2.1(a) cannot be transferred without the User Account it governs (that Agreement and the related User Account are inseparable) and his Agreements under subsections 2.1(b) and 2.1(c) are only transferable to another Customer participating in the Workspace concerned with user privileges permitting that other Customer to assume the relevant role (Subscriber, Owner or the transferor's peer), and (ii) in the case of Agreements under subsections 2.1(a) and 2.1(b), the domiciles of all relevant parties are such that if the Agreement, instead of it being transferred, were made anew between the Supplier and the transferee, the identity of the Supplier, as determined under article 2, would be the same as in the original Agreement; (c) where the User is a Subscriber, permit other Users to enjoy the Features available under his Service Plan as sub-licensees, but only such of these Features and solely in such manner and to such extent as necessary for the exercise of those other Users' rights hereunder; and (d) where the User is a Workspace Owner, assign that role, i.e., his Agreement under subsection 2.1(c), to another Customer participating in the Workspace concerned with user privileges permitting that other Customer to assume the Owner's role;
22.2. The Supplier may: (a) sublicense, assign, encumber and otherwise dispose of any and all of its rights hereunder; and (b) assign this Agreement, i.e., all its rights and obligations hereunder, or cause the same to be transferred: (i) to its parent, any of its wholly- or majority-owned subsidiaries or a wholly- or majority-owned subsidiary of its parent; or (ii) to another entity specified in the definition of "Supplier"; or (iii) as part of the Supplier's general succession (including merger, acquisition and transformation), division, transfer of the enterprise (or a substantial, coherent part of the enterprise) to which the Agreement pertains or divestiture of all or substantially all of its assets as a whole; or (iv) due to the Supplier ceasing to hold rights in the Software or the Service;
22.3. Where a Party's consent is required, it shall not be unreasonably withheld or delayed.
23.1. The Supplier may give notice to the User: (a) through a Feature, e.g., by posting the notice on a web page that forms part of the Service or using a messaging feature of a locally installed Software application; (b) by email to the address associated with his User Account; or (c) by mail or courier to the address provided for that User under Workspace Owner's details.
23.2. All notices, requests, inquiries, complaints, and other communications to the Supplier should be sent to the appropriate email or postal address specified under the definition of "Supplier".
23.3. A notice shall be deemed to have been received: (a) the same day if given through a Feature; (b) the next day if given by email; or (c) in the case of a notice sent by mail or courier, and providing that delivery charges have been paid, five days after posting or the courier taking charge of the notice.
24. Law, jurisdiction
24.1. The law applicable to the Agreement and the Parties' relations, the venue for resolving disputes and the forum competent to hear such disputes depend on the identity of the Supplier, i.e., which of the entities specified under the definition of "Supplier" the User contracted with (as determined under article 2).
24.2. Where the Agreement is between the User and Infranet razvoj d.o.o., Ulica grada Vukovara 259D, 10000 Zagreb, Croatia, registered Commercial registry at Commercial Court of Zagreb, registry number (MBS): 080747785, company identification number: 96216592400.
(a) the Agreement, the Parties' relations and all matters concerning the Service shall be governed by Croatian law, without the United Nations Convention on Contracts for the International Sale of Goods applying to any of the foregoing;
(b) Disputes arising from or otherwise concerning the Agreement or the Service (includes disputes which concern the formation or validity hereof) shall be resolved by arbitration as follows: (i) the matter shall be arbitrated by the Arbitration Court of the Croatian Chamber of Commerce; (ii) the proceedings shall be conducted in accordance with the Croatian Chamber of Commerce then-current arbitration rules; (iii) the seat of arbitration shall be Zagreb, Croatia; and (iv) any decision (order, judgment or other) that the Croatian Chamber of Commerce may deliver in such a dispute shall be enforceable in all jurisdictions. Each Party hereby irrevocably submits to the Croatian Chamber of Commerce's jurisdiction and waives any and all objections it may have thereto;
(c) if the above agreement as respects arbitration proves to be void or unenforceable, all and any disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of Croatian courts, with Zagreb County Court in Zagreb as the court of first instance (save where the relevant rules of procedure provide for the mandatory jurisdiction of another Croatian court, in which event the latter shall apply).
24.3. absolute discretion, seek the protection of its intellectual property and rights concerning confidential information or data processing in any forum chosen, anywhere in the world (including by way of injunction or some other preventive measures).
25.1. Should any provision of the Agreement proves to be void by reason of it violating mandatory law, and unless the Supplier in its absolute discretion otherwise elects (in which case the following will not apply), such provision will be deemed to have been amended to one that is valid and achieves the purpose of the original provision as nearly as possible and maximally preserves the balance of obligations between those who are affected (i.e., the balance originally intended). The amendment is effective from the moment the original provision becomes void.
Data Processing Annex
1.1. This DPA is between the workspace Owner and the Supplier. It forms a part of the Agreement referenced in subsections 2.1(c) and 2.3(c) of the Terms.
1.2. The purpose of the DPA is a supplementation of the Terms as respects the processing of Relevant Data. The DPA does not concern any other data or the processing of any other data. The obligations of the Supplier that are under this DPA must be viewed in accordance, i.e., as only relating to Relevant Data processing, not applying in any other context.
2.1. The purpose of processing Relevant Data is determined by the Workspace Owner or by the Owner jointly with other members of the Workspace (or jointly with certain members or a particular member). As between the Parties, the Owner determines these purposes.
2.2. Consequently, and in line with the role allocation specified under section 13.2 of the Terms, the Parties are acknowledging and agreeing that with regard to the processing of Relevant Data: (a) the Workspace Owner is the 'controller' and the Supplier is the 'processor'; (b) the Supplier will, pursuant to article 6 below, authorize third parties identified in the Sub-processor List to perform certain processing operations under its responsibility (such parties being 'processors', too); (c) the Supplier and Sub-processors process these data on the Workspace Owner's behalf and on his instructions.
2.3. As part of his obligations under section 11.5 of the Terms, the Owner is responsible for the quality, legality, and accuracy of Relevant Data, the means by which the same are acquired and the instructions the Owner provides as to the processing thereof.
3. Details of processing
3.1. The Supplier will process Relevant Data only as a necessity to carry out the Owner's instructions or as required by law to which the Supplier or the processing is subject (which includes any administrative, arbitral, judicial, or otherwise mandatory judgment or order or judgment made, recognized or enforceable under that law).
3.2. The Owner of the Workspace hereby instructs the Supplier to process Relevant Data: (a) as necessary in connection with the Service, which, particularly but without limitation includes any processing that is (i) requested by or initiated by the Users in their use of the relevant Workspace or relevant Features in connection with that Workspace, or (ii) otherwise required for the Supplier's performance of obligations in relation to the Workspace or the users of the Workspace; (b) for as long as the purposes described in subsection (a) warrant such processing.
3.3. To avoid doubt, section 3.2: (a) sets out the Owner's current instructions to the processing of Relevant Data; (b) The Owner is not prevented from giving further instructions (that are reasonable, lawful and documented) or the Supplier from processing Relevant Data as this may be necessary in light of such further instructions; (c) is not restricting the Supplier from processing Relevant Data for as long as it is required legally (e.g., to comply with the GDPR or legal acts concerning taxation, accounting, financial reporting or counter-terrorism or -money laundering) and, if it is so required (only to the extent required), exceeding the duration of processing warranted by the instructions of the Owner. The Owner acknowledges and agrees that each operation that the Supplier performs on Relevant Data shall continue until the Supplier is no longer legally obliged to perform the same.
3.4. The operations that the Supplier is performing on Relevant Data will include storage and such other operations as are appropriate in light of this article 3 (e.g., disposure, retrieval, erasure transmission, restriction and disclosure pursuant to the instruction by the Owner or as required by law).
4. Relevant Data
Personal Data whose processing is permitted
4.1. The types of Personal Data that a User (including the Owner) is allowed to process as part of Workspace Data are limited to those which the User is legally allowed to process. The Owner undertakes that Workspace Data shall not include and that neither he nor any other User who is accessing the Workspace (including any such Guest User) will use the Service to process Personal Data whose processing is legally prohibited.
Personal Data whose processing is restricted
4.2. The Owner acknowledges that the processing of certain types of Personal Data is restricted and limited under the GDPR and that non-compliance with the relevant restrictions or limitations may result in substantial penalties that include fines, being imposed on, or other punitive, remedial or compensatory measures being taken against, the Owner, the Supplier, and the User that are involved in the processing (if different from the Owner).
4.3. Consequently, the Owner undertakes that if the Supplier's prior absence of explicit consent, Workspace Data will not include, and neither he nor the other User that is accessing the Workspace (including any such Guest User) will use the Service to process Personal Data that fall within either of the following categories: (a) 'special categories of personal data' (known as 'sensitive information') as described for the time being in Article 9 of the GDPR, including particularly but not limited to genetic data, biometric data and data concerning health; (b) 'personal data that relates to criminal convictions, offenses or related security measures' as described for the time being in Article 10 of the GDPR
5. Data subjects
The Owner shall determine who the Data Subjects are, or will determine this jointly with other members of the Workspace (or jointly with certain members or a particular member thereof). As between the Parties, the Owner will be deemed to have determined the same.
5.2. The categories of Data Subjects include and are not limited to: (a) Users having access to the Workspace, including Guest Users; (b) Users interacting with the Features applied via the Workspace; (c) associates, employees, consultants, contractors, and agents of (i) the Owner, (ii) the Subscriber or payer for, the Service Plan pertaining to the Workspace, or (iii) the Users mentioned in the preceding subsections; and (d) parties that the Owner or the above Subscriber, payer or User does business or has other relations.
6.1. The Owner is in agreement that persons and entities on the Sub-processor List may be retained as Sub-processors (and authorizes the Supplier to engage them), provided that each Sub-processor, insofar as relevant considering that the processing operations it performs, assumes or is made subject to data protection obligations substantially similar to those set in this DPA (but no less protective of Relevant Data than the DPA). These obligations can be contractual or apply by operation of law. In the former case, the respective contract will be in writing ( includes electronic form) or will at least be made in a manner that identifies the parties and allows repeated reproduction of its terms.
6.2. The Owner instructs that if sub-processing of Relevant Data is to be carried out by an international organization or in a country that is not a participant in the European Economic Area (EEA) and not being the Swiss Confederation, then the sub-processing be performed: (a) by an organization or in a jurisdiction (respectively) that ensures an adequate protection level for the Relevant Data concerned, i.e., that the transfer of data from the EEA is based on an 'adequacy decision' as per the GDPR; or, absent an adequacy decision (b) subject to conditions and safeguards as are required under the GDPR; save if and to the extent that the requirement for an adequacy decision or safeguards has been legally derogated from. The Owner is not required to further instruct the transfer of Relevant Data from the EEA in compliance with the above instruction to a party identified in the Sub-processor List
6.3. At least 10 days before authorizing a third party that is not mentioned in the Sub-processor List to act as a Sub-processor the Supplier will inform the Owner of the new engagement by (a) either updating the Sub-processor List accordingly, i.e., at least 10 days before the engagement takes effect; and (b) if the Owner has subscribed to receive notices of updates (which he can do by emailing the Supplier either at the address specified under the definition of "Supplier" or such other address as may be provided for this purpose in the Sub-processor List), then notifying him by email to the address specified upon subscription or the address that is submitted to the Supplier as part of Workspace Owner's details.
6.4. The Owner may object to the new sub-processor engagement by providing the Supplier with a notice to that effect (setting out his grounds for the objection) within 10 days of having been informed as per section 6.3. In the case of the Owner objects, the Supplier will endeavor to provide him a commercially reasonable alternative not involving the processing the Owner objected to. Such an alternative may, e.g., consist of a modification to the Service or a change of the Service Plan itself. If the Supplier is unable to provide the Owner with an alternative that is acceptable (in its sole discretion) concludes that no alternative is feasible and respectively informs the Owner, and he does not withdraw the objection, then the relevant Workspace shall be closed.
6.5. If the Owner is not objecting to the new sub-processor engagement that is in accordance with section 6.4, he will be deemed to have authorized the engagement.
6.6. The Supplier will be liable to the Owner for the acts and omissions of Sub-processors to the same extent that the Supplier would be liable under the Agreement were it to commit those acts or omissions.
7.1. The Supplier will maintain adequate technical and organizational measures that will ensure such level of security in its processing of Relevant Data as are appropriate in the given circumstances. Certain measures have been described in the Data Protection Policy.
7.2. The purpose of the measures that are mentioned is to address in an appropriate manner: (a) the protection of Relevant Data against unauthorized or unlawful processing and against accidental loss, alteration or destruction; (b) the integrity and confidentiality of any Relevant Data; (c) the availability and resilience of the Features pertinent to the processing of the Relevant Data (to the extent such Features are authorized under the Service Plan the Owner enjoys); (d) the ability of restoring the availability and access to Relevant Data in a timely manner after Service failures; (e) the effectiveness of the means that are employed by the Supplier for ensuring the required level of security in its processing of Relevant Data.
7.3. The Supplier will further undertake to (a) ensure that the persons it authorizes to process Relevant Data are committed to confidentiality (or will be under an appropriate statutory obligation of confidentiality) with respect to these data, and (b) will notify the Owner without undue delay upon learning of any Personal Data breach that involves Relevant Data and it may need to be communicated to the competent supervisory authority or the Data Subject(s) concerned.
8. Supplier's assistance
Data Subject's requests
8.1. The Owner is acknowledging that it is his duty and not the Suppliers duty to accept, respond to or resolve Data Subjects' requests for exercising their rights and freedoms as data subjects in connection with Relevant Data ('data subject rights'), and facilitate the exercise of these rights or freedoms. If such requests are addressed directly to the Supplier, it will, to the extent legally permitted, redirect the request to the Owner without undue delay.
8.2. Upon the Workspace Owner's request, and considering the nature of the Supplier's processing operations hereunder, the Supplier will, insofar as possible, take measures that are technically and organizationally appropriate to reasonably assist the Owner in compliance with his obligations to respond to Data Subjects' requests to the following of their data subject rights under the GDPR: the right of access, the right not to be subject to automated individual decision-making, right to object, right to data portability, right to restriction of processing, right to rectification, right to erasure.
8.3. Considering the nature of the Supplier's processing operations and the information available, the Supplier will, on the Owner's request, reasonably assist the Owner in complying with the following of his controller obligations regarding processing of Relevant Data (as arising under the GDPR), provided, and to the extent, these obligations apply to the Owner and the information he requires is not otherwise available: (a) using the Service in a manner that is compatible with the Owner's obligation to ensure an appropriate level of security in his processing of Relevant Data; (b) notifying any breaches of Relevant Data to the appropriate supervisory authority and the Data Subjects concerned and documenting breaches; (c) conducting a data protection impact assessment concerning the processing of any Relevant Data by means of the Service, and, where necessary, to carry out a review to assess whether processing is performed in accordance with the impact assessment; and (d) consulting with the relevant supervisory authority on matters that relate to the above data protection impact assessment or its subject.
Costs of assistance
8.4. To the legally permitted extent, the Owner will incur all costs and expenses that may arise in connection with the assistance described in article 8, including fees associated with the provision of additional Features.
9. Return and deletion of data
9.1. After completion of services that relate to the processing of Workspace Data (i.e., upon permanent cessation of all Service in relation to the Workspace), the Supplier will: (a) at the Owner's choice, delete or return to him all Relevant Data then stored by the Supplier; and (b) delete copies of Relevant Data, save if and to the extent the law requires that the data concerned to be retained; provided that: (a) if the Owner elects to have the data returned, his respective request is made reasonably prior to the Workspace being closed (see section 12.3 of the Terms); and (b) if Relevant Data reasonably cannot be deleted, returned or retained separately from other Workspace Data (as is likely to be the case with some Relevant Data), the Supplier will, as applicable, delete or return, and, if required, retain, the entire body of Workspace Data stored by the Supplier, without obligation to organise or structure or otherwise process the same to separate Relevant Data therefrom or distinguish between Relevant Data and other Workspace Data.
10. Demonstration of compliance
10.1. The Supplier shall keep maintaining records sufficient to demonstrate its compliance with the DPA, and will retain these records as long as it is legally required.
10.2. Upon the Workspace Owner's request and subject to such confidentiality and non-use commitments as the Supplier reasonably may suggest, the Supplier will, no more than once a year: (a) make available to the Owner such of the above records as necessary, and other information that reasonably may be required, to demonstrate the Supplier's compliance with its obligations under the DPA; and (b) if the provision of records or other information as per the preceding subsection is not sufficient to demonstrate the Supplier's compliance, allow the Owner (or his independent third-party auditor), upon reasonable notice and at a time mutually agreed upon, to conduct audits or inspections of the Supplier's practices in processing Relevant Data.
10.3. Audits and inspections under subsection 10.2(b) will be limited to what is necessary for verifying the Supplier's compliance with its obligations under this DPA, is to be conducted in a manner not unreasonably disruptive to the Supplier's and Sub-processors' business, and will be at the expense of the Owner (including as to reasonable costs and expenses of the Supplier and Sub-processors, which the Owner undertakes to reimburse).