5.11. After the expiry of this contract, the processor is obliged to transmit to the controller all personal data provided in relation to the order, which have not yet been processed or deleted, or to provide proof of their correct deletion. 9.4. The transfer of personal data from the controller to the processor and its first action are only permitted if all the conditions for awarding subcontracts are met. The duration of this Agreement and the right of termination are determined by the agreement between the parties in accordance with adjust`s General Terms and Conditions and the respective offer and/or assignment of the Subcontractor. a) Purchase Order In order to perform a contract by means of a purchase order, Customer must send the countersigned purchase order by post or email to Adjust («Acceptance»). In addition to the provisions contained in the Purchase Order, this Agreement applies. 1.1 The following terms and conditions, including the annexes («Agreement»), apply to all contracts and services provided between and/or by Adjust GmbH or Adjust KK («Adjust») and its customers («Customer») with respect to the use of Adjust products and services (collectively the «Services»). This Agreement forms an integral part of any Agreement, unless expressly agreed otherwise in writing. 9.1. Subcontracting within the meaning of this contract means services that relate directly to the provision of the main service.
This category excludes ancillary services, such as telecommunications services, postal/transport services, user maintenance and support services or the disposal of data carriers, as well as other measures to ensure the confidentiality, availability, integrity and resilience of the hardware and software of data processing systems. However, the processor is obliged to conclude appropriate and legally binding contractual agreements and to take appropriate audit measures to ensure the protection and security of the controller`s data, even in the case of outsourced ancillary services. (2) Where a contractor suffers a loss (and not just a decrease in expected profits) under a defence contract as a result of State measures, the nature of the measure generally determines whether an adjustment to the contract is made and its scope. If the government directs its action primarily to the contractor and acts in its capacity as another party, the contract may be amended in the interests of fairness. Thus, if the government`s action, without giving rise to any liability on the part of the government, increases the cost of performance and results in a loss for the contractor, equity can make an appropriate adjustment. 9.3 These confidentiality obligations do not apply to documents, information and data that are publicly available or that subsequently become known to the public without breach of contract by either party, that must be disclosed by law, court or official order or that have subsequently been released from this obligation of confidentiality by written agreement, by fax or e-mail. Paid plans: To order a paid plan, the customer must select a plan and click on the «Buy» button to make a firm offer to order the Adjust package. Adjust will confirm receipt of such an order by e-mail. However, such confirmation does not constitute acceptance of the offer. The agreement between Customer and Adjust is entered into when Adjust accepts Customer`s offer in writing, by email or by providing the Adjust Software.
Adjust is not obliged to accept the customer`s offer. 4.5. After the expiry of the contract, the controller is obliged to decide whether the data should be returned or deleted within a reasonable period set by the processor. On October 28, 2016, Sonoran offered a new FGD and requested a price adjustment to reflect New Mexico`s increased tax liability. The government rejected Sonoran`s revised REA, prompting Sonoran to contact the ASBCA. b) Self-service (if applicable) In order to enter into an online contract through Adjust`s self-service portal, the customer must register with Adjust online. Registration must be confirmed by Adjust by sending a confirmation email to the email address provided by the customer. There is no right to registration; Adjust expressly reserves the right to refuse registration without giving reasons. The Customer`s Adjust user account is activated by the User by clicking on the activation link. The user account is not transferable. The customer must keep the password secret and protect it from misuse by unauthorized third parties. The ASBCA first considered Sonoran`s argument in the context of the price adjustment clause.
The text of the clause provides that any adjustment «shall be limited to increases or decreases in wages and benefits … taxes on social security and unemployment and insurance against accidents at work. But the clause also explicitly excludes increases for «general and administrative costs, overheads or profits.» 7.2. After the conclusion of the contract or earlier, at the request of the controller, at the latest upon termination of this contract, the processor shall hand over or destroy to the controller – subject to prior consent – all documents, the results of processing and exploitation as well as data sets in connection with the contract in accordance with the data protection regulations. 9.3. If the Processor engages subcontractors, the Subcontractor is obliged to transmit the contractual obligations arising from this Contract to these Subcontractors. In particular, the contract with the processor shall include audit and inspection rights for the controller in accordance with the terms of this Agreement. At the written request of the controller, the controller also has the right to obtain information on the essential contractual conditions and the implementation of data protection obligations by the processor, for example. B by revising the respective agreement. On June 3, 2015, Sonoran filed a Fair Adjustment (SAE) application that took into account the increased costs associated with the performance of the contract under the CBA and the setting of wages. 3.2. The Controller is solely responsible for compliance with applicable data protection laws, in particular with regard to the transmission of data to the Processor and the processing of data.
Due to this responsibility, the controller is entitled to request the deletion or return of the data during and after the expiry of the contractual period. The ASBCA then highlighted the differences between the price adjustment clauses and the changes. Unlike the price adjustment clause, the modification clause does not contain a formula for calculating price adjustments. Otherwise, the two clauses would overlap unnecessarily and provide a confusing remedy. Therefore, any price adjustment would be regulated in accordance with the price adjustment clause. 4.3. The controller has verified the proper processing of its data as well as the technical and organisational measures taken by the processor on site and will continue to verify compliance with these measures and document the results of these audits in writing during the term of the contract. Evidence of such measures, which do not only concern the specific order, may be provided by certificates, reports or extracts from reports of .B independent bodies (e.g.
auditor, audit, data protection officer, IT security department, data protection auditors, quality auditors) or by appropriate certification by IT security or data protection audits. 6.1. Before the start of the processing, the Processor must document the implementation of the necessary technical and organisational measures defined before the award of the contract or contract, in particular with regard to the detailed performance of the contract, and submit these documented measures to the Controller for inspection. Upon acceptance by the person responsible, the documented measures become the basis of the contract. To the extent that the inspection/audit by the responsible person reveals the need for changes, these changes will be implemented by mutual agreement. (i) An error or ambiguity consisting in the fact that the Agreement, as understood by both parties, is not or clearly expressed in a written contract. · Availability control: Measures to ensure that personal data is protected against accidental destruction or loss. Backup and restore procedures with daily data mirroring have been implemented. Technical availability is ensured by disk mirroring. In addition, there is an uninterruptible power supply and a firewall system as well as port regulations. 5.3. The processor will immediately inform the controller in accordance with Article 28(3)(2) of the GDPR if it considers that an instruction infringes data protection law.
4.4 The customer may not make the services provided by Adjust available to third parties. Also, the customer cannot 5.10. The processor is obliged to remove tests and scrap in accordance with applicable data protection laws on the instructions of the controller in individual cases. In some cases, at the request of the Controller, the Processor will hand over such material to the Controller or store it on behalf of the Controller. 6.2 Adjust retains all intellectual property rights and other proprietary rights in the Software, services and other services provided under this Agreement, including patents, trademarks, source codes, databases, materials and/or other materials (e.B documentation, developments, features, report templates, preparatory material, etc.). 4.3 Customer agrees to keep confidential the passwords and login data provided by Adjust for access to the Services and to notify Adjust immediately as soon as Customer becomes aware that unauthorized third parties have access to such passwords. . .