These Dynamo Accounting™ Additional Service Terms (“Dynamo Accounting™ Terms”) apply only in the event the Dynamo Accounting™ Service is included in Customer’s Subscription per the applicable Order Form and the edition of that Service includes the OneStop Application (as defined below). For purposes of Customer’s Subscription to the Dynamo Accounting™ Service, these Dynamo Accounting™ Terms supplement the Master Terms and form a part of the Agreement between Customer and Vendor.

Service Description

Dynamo Accounting™ is a Service offered by Vendor that provides a remotely hosted, private equity-specific, back-office software system.

Additional Terms and Conditions

1. Third Party Applications.

1.1  Use of the Dynamo Accounting™ Service requires that Customer has the following Third Party Applications installed and will not function without such Third Party Applications: Microsoft Dynamics GP™ (Ver 2016 or higher), eOne’s SmartConnect, and Microsoft Excel (Office 2013 or 2016 32 bit version). Without limiting the generality of the Master Terms as they relate to Third Party Applications, Customer is responsible for obtaining access to such Third Party Applications directly from their respective providers.

1.2  Further, the Dynamo Accounting™ Service is required to interoperate with a Third Party Application provided by OneStop Reporting AS for Excel-based reporting (the “OneStop Application”). Therefore, in order to use the Dynamo Accounting™ Service, Customer must obtain and maintain at least one “Designer License” for the OneStop Application. The cost of one such “Designer License” is included in Customer’s Subscription Fee for the Dynamo Accounting™ Service, and the costs for any additional “Designer Licenses” will be billed through Vendor in accordance with the payment terms of the Agreement (and not those set forth in the OneStop Terms). Vendor will be responsible for passing through to Customer any refunds received from OneStop Reporting AS in regards to Customer’s use of the OneStop Application. Notwithstanding the foregoing, in addition to the terms and conditions of the Master Terms as they relate to Third Party Applications generally, Customer shall comply with and be bound by the terms and conditions of the License Agreement for OneStop Reporting AS Software Products attached to these Dynamo Accounting™ Terms as Appendix 1, as amended from time to time in accordance therewith (the “OneStop Terms”). Customer acknowledges and agrees that the OneStop Terms are solely between Customer and OneStop Reporting AS and that the OneStop Terms govern Customer’s use of and access to the OneStop Application. Customer further acknowledges and agrees that the OneStop Terms apply solely to Customer’s use of and access to the OneStop Application and shall not amend, supplement, modify, or supersede any of the terms and conditions of the Agreement or create any obligation or liability of Vendor or its Affiliates.

2. Vendor Obligations.

2.1  Configuration, Implementation, and Access Credentials. Upon execution of the applicable Order Form (or addendum or amendment thereto), Vendor shall provide Customer with any applicable Documentation and commence provision of applicable Professional Services relating to configuration and implementation of the Dynamo Accounting™ Service, including any data collection, categorization, scraping, or entry related thereto. In connection with such Professional Services, Vendor will provide Access Credentials for the initial Subscription Administrator for the Dynamo Accounting™ Service.

2.2  Third Party Software Upgrades. Vendor shall use commercially reasonable efforts to ensure that the Dynamo Accounting™ Service maintains compatibility, without any material loss of functionality, with the then current versions of the Third Party Applications required by these Dynamo Accounting™ Terms for use of the Dynamo Accounting™ Service. In the event of a major upgrade to any such Third Party Application that results in an Error in the Dynamo Accounting™ Service, in lieu of Vendor’s obligations under the Dynamo Support Agreement, Vendor shall use its reasonable best efforts to make available to Customer an Update to the Dynamo Accounting™ Service within one hundred twenty (120) days of such discovering such Error. If Vendor fails to satisfy the foregoing obligation, Customer’s sole and exclusive remedies shall be termination of the Dynamo Accounting™ Service pursuant to Section 11.2.1 of the Master Terms and any refunds to which Customer may be entitled pursuant to Section 11.4 of the Master Terms.

3. Technical Support Obligations. Notwithstanding anything to the contrary in the Dynamo Support Agreement, in the event that the Updates or Upgrades to Customer’s instance of the Dynamo Accounting™ Service require configuration or implementation Professional Services beyond those required for the Dynamo Accounting™ Service generally, such Professional Services may be billed separately at the then prevailing Vendor Professional Services hourly rates. Vendor shall have no Support or Maintenance obligations under the Agreement for any version of the Dynamo Accounting™ Service other than the version incorporating the most recently released Updates or Upgrades; provided that Vendor shall use commercially reasonable efforts to continue to provide Support for a prior version of the Dynamo Accounting™ Service for up to ninety (90) days following the release of any Update or Upgrade, unless such Update or Upgrade was released to mitigate an actual or potential claim of infringement or misappropriation of any Intellectual Property Right.

 

 

Appendix 1 to Dynamo Accounting™ Terms: License Agreement for OneStop Reporting AS Software Products

IMPORTANT NOTICE: PLEASE READ THE ENTIRE DOCUMENT CAREFULLY BEFORE INSTALLATION OF THE SOFTWARE. This license agreement (the “Agreement”) is an agreement between you (“Licensee” or “You”, either an individual or a legal entity) and OneStop Reporting AS, (“Licensor”, “Us” or “We”).

BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE (AS DEFINED BELOW IN SECTION 1.1 (A)), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.

THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE DATE YOU DOWNLOAD THE SOFTWARE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU CANNOT INSTALL, USE OR COPY THE SOFTWARE AND SHALL PROMPTLY CONTACT THE LICENSOR FOR INSTRUCTIONS ON THE RETURN OF THE UNUSED SOFTWARE AND MATERIAL(S) (AS DEFINED BELOW IN SECTION 1.1 (B)) IN ACCORDANCE WITH THE LICENSOR’S RETURN POLICIES.

THE AGREEMENT AND THE RIGHTS GRANTED HEREIN SHALL ONLY APPLY TO SOFTWARE THAT IS GENUINE AND NOT PIRATED. ANY SOFTWARE PROVIDED ALONGSIDE WITH THE SOFTWARE THAT IS ASSOCIATED WITH A SEPARATE ENDUSER LICENSE AGREEMENT IS LICENSED TO YOU UNDER THE TERMS OF THAT LICENSE AGREEMENT.

THE TERMS SET OUT IN THIS AGREEMENT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LOCAL MANDATORY LAW.

1.  DEFINITIONS

1.1  In addition to other terms that may be defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

(a)  “Software” includes the software owned by Licensor and any components associated.

(b)  “Materials” includes any printed materials, and any “online” or electronic documentation.

2.  LICENSE AND MAINTENANCE SERVICES

IMPORTANT NOTICE: THIS SECTION 2 ONLY APPLIES TO YOU IF YOU HAVE PURCHASED THE ANNUAL LICENSE TO USE THE SOFTWARE AND MATERIALS.

The Licensor hereby grants to the Licensee a non-exclusive, non-transferable and non-assignable annual license to use the Software and Materials (the “License”) solely by and for the benefit of the Licensee. No license to resell the Software is granted hereunder. The purchase price paid by You constitute the entire fee for the License.

The term of the License is one (1) year, and shall automatically renew for successive one (1) year terms, unless a party provides the other party with a thirty (30) days prior written notice stating that it will not renew the License.Licensor and/or our distributors shall, during the term of the License, offer maintenance services for the Software on an annual basis (the “License Maintenance Period”). A maintenance fee is incurred for each year the License is in use and will be invoiced Licensee in advance each year.

In the event of a termination of the License You will not be refunded any portion of the paid in License or maintenance

3.  SUBSCRIPTION SERVICES

IMPORTANT NOTICE: THIS SECTION 3 ONLY APPLIES TO YOU IF YOU HAVE PURCHASED THE SUBSCRIPTION TO USE THE SOFTWARE AND MATERIALS.

The Licensor hereby grants to the Licensee a non-exclusive, non-transferable and non-assignable subscription-based license to use the Software and Materials and to receive maintenance services from the Licensor and/or its distributors (the “Subscription”) solely for the benefit of the Licensee. No license to resell the Software and/or the Subscription is granted hereunder.

You are bound to Your Subscription for twelve (12) months (the “Initial Period”) and the Subscription will automatically renew thereafter, unless a party, after the expiry of the Initial Period, provides the other party with a thirty (30) days prior written notice stating that it will not renew the Subscription.

Payment for the Subscription shall be made every third (3) month during the term of the Subscription from the commencement date of this Agreement. In the event of a termination of the Subscription You will not be refunded any portion of the paid Subscription fee.

4.  DATA PROTECTION, DATA COLLECTION AND BENCHMARKING

Appendix 1 – Data processing agreement apply if Licensor process personal data on behalf of the Licensee under the Agreement.

We reserve the right to collect and use Your information and any other data from which You or any natural person cannot, directly or indirectly, be identified, for benchmarking purposes.

5.  LIMITATION OF USE AND YOUR OBLIGATIONS

Except as expressly set out in this Agreement, You may not:

(a)  Decompile, disassemble or otherwise reverse engineer any portion of the Software;

(b)  attempt, remove or permit the removal of any existing copyright notice or other restrictive or proprietary legend from any Software and/or Materials;

(c)  use the Software and/or Materials in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(d)  allow the Software and/or Materials to be used by, or pledged or delivered to, any third party; or

(e)  make any copies of the Software and/or Materials or any portion thereof.

You shall:

(a)  Supervise and control use of the Software and ensure that Your employees and representatives use the Software in accordance with the terms of this Agreement. For the avoidance of doubt, You shall be responsible for their use of the Software, as if performed by Yourself; and

(b)  comply with all applicable technology control or export laws and regulations.

6.  THE LICENSOR`S USE OF YOUR NAME

You hereby agree to be identified as a customer of Us and that We may refer to You by name and/or trade name and that We may briefly describe Your business in our marketing materials, on our web site and in public documents. You hereby grant Us a license to use Your name and any of Your trade names solely for the purpose set out in this Section 6.

7.  LIMITED WARRANTY

The Software will perform substantially as described in the Materials that You receive in or with the Software for a period of ninety (90) days from the date of the first user`s purchase of the Software (the “Warranty Period”). If You receive supplements, updates and/or replacements during the Warranty Period, they will be covered for the remainder of the Warranty Period or thirty (30) days, whichever is longer.

You acknowledge that the Software, the Materials and the maintenance services is provided to You on an “as is” basis and that this limited warranty do not cover problems caused by Your acts, omissions, the acts or omissions of others, or events beyond the Licensor’s reasonable control. The limitations of damages set out in Section 10 shall also apply to breaches of this limited warranty.

If, within the Warranty Period, You notify the Licensor in writing of any defect or fault in the Software, supplements, updates and/or replacements as a result of which it fails to perform substantially in accordance with the materials, We will either repair or replace the Software, supplements, updates and/or replacements at no additional cost for You, provided that You make available all the information that may be necessary to assist Us in resolving the defect or fault, including sufficient information to enable Us to recreate the defect or fault.

If We are not able to repair or replace the Software in accordance with Section 7.3, supplements, updates and/or replacements, We will refund You the amount paid for the Software, supplements, updates and/or replacements. You must uninstall the Software and return any media and/or other associated materials to the Us with proof of purchase to obtain a refund.

THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. FURTHERMORE, YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. TO THE EXTENT PERMITTED BY LOCAL MANDATORY LAW, ANY IMPLIED WARRANTIES, GUARANTEES OR CONDITIONS SHALL ONLY LAST FOR THE DURATION SET OUT IN SUCH MANDATORY LAW.

THE FOREGOING IS YOUR SOLE REMEDY AND LICENSOR `S SOLE OBLIGATION WITH RESPECT TO A BREACH OF THIS LIMITED WARRANTY.

8.  INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Software and/or Materials throughout the world belong to the Licensor and/or group companies that Licensor derives its rights from, that rights in the Software and/or Materials are licensed (not sold) to You, and that You have no rights in, or to, the Software and/or Materials other than the right to use it in accordance with the terms of this Agreement.

You acknowledge that You have no right to have access to the Software in source code form.

9.  INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE LICENSOR HARMLESS FROM ALL DAMAGES, DEFICIENCIES, LIABILITY AND/OR EXPENSES ARISING DIRECTLY OR INDIRECTLY FROM: (I) YOUR ACTS AND OMISSIONS TO ACT IN USING THE SOFTWARE AND/OR THE MATERIALS PURSUANT TO THE TERMS THIS AGREEMENT; (II) YOUR BREACH OF THIS AGREEMENT, AND (III) ANY ACTIONS, SUITS, PROCEEDINGS, DEMANDS, ASSESSMENTS AND JUDGMENTS RELATED THERETO.

We shall defend You from any intellectual property infringement claim by a third party provided that: (i) We are notified promptly, and in any event no later than ten (10) days of Your receipt of notice of the claim, (ii) We receive the required level of reasonable cooperation from You in order to perform our obligations hereunder and (iii) We have sole control over the defense and all negotiations for a settlement or compromise of the claim. The foregoing does not apply with respect to Software and/or parts thereof that are: (i) not supplied by Us, (ii) used in a manner not expressly authorized in this Agreement and/or the relevant Materials, (iii) modified by You, or (iv) where You continue the allegedly infringing activity after being notified.

In the event that the Software or Materials is held by a court of competent jurisdiction to constitute an infringement, We reserve the right to, at our sole discretion, do one of the following: (i) procure for You the right to continue use of the Software, (ii) provide a modification to the Software so that its use becomes non-infringing, (iii) replace the Software with software that is similar in functionality and performance or (iv), if none of the foregoing alternatives is commercially reasonable, terminate this Agreement.

THE FOREGOING IS YOUR SOLE REMEDY AND LICENSOR `S SOLE OBLIGATION WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

10.  LIMITATION OF LIABILITY

You acknowledge that the Software and/or Materials has not been developed to meet Your individual requirements and/or needs and that it is therefore Your responsibility to ensure that the facilities and functions of the Software meets Your requirements.

The Licensor will include pre-built integrations to third party tables in enterprise resource planning systems. In the event these third party integrations are built and maintained by a third party, the Licensor or any of its distributors shall not be responsible for any potential errors related to these integrations.

IN NO EVENT SHALL LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY (I) LOSS OF ACTUAL OR ANTICIPATED PROFITS, SALES, BUSINESS, SAVINGS; (II) BUSINESS INTERRUPTION; (III) LOSS OR CORRUPTION OF DATA AND/OR INFORMATION; (IV) LOSS OF BUSINESS OPPORTUNITY, GOODWILL AND/OR REPUTATION; OR (V) ANY OTHER INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

HE LICENSOR`S MAXIMUM AGGREGATE LIABILITY IN CONNECTION TO THIS AGREEMENT SHALL BE LIMITED TO A SUM EQUAL TO USD 500.

11.  TERMINATION

You may terminate Your License or Subscription in accordance with the terms set out in Section 2.3 or 3.3. You will not receive any kind of refund upon Your termination in accordance with this Section 11.

We may terminate this Agreement immediately upon prior written notice if You commit a material or persistent breach of this Agreement which You fail to remedy (if remediable) within fourteen (14) days after the service on You of written notice requiring You to do so.

If you have purchased the License in accordance with Section 2, You may continue Your use of the licensed Software and Materials after the termination of this Agreement, but You will have no access to support and/or upgrades of the Software.

Except as set out in Section 11.3 and upon termination for any reason:

(a)  All rights granted to You under this Agreement shall cease;

(b)  You must cease all activities authorized by this Agreement; and

(c)  You shall immediately delete or remove the Software from all computer equipment in Your possession and immediately destroy or return to the Licensor (at the Licensor’s sole option) all copies of the Software and the Materials then in your possession, custody or control and, in the case of destruction, certify to the Licensor that You have done so.

12.  CHANGES TO THE AGREEMENT

We reserve the right to change this Agreement at any time to, for example, reflect changes in law and/or changes to our Software. If You do not agree to the modified terms, You should discontinue the use of the Software in accordance with this Agreement.

13.  GENERAL PROVISIONS

We may transfer our rights and obligations under this Agreement to another company, but this will not affect Your rights or our obligations under this Agreement.

You may only transfer Your rights and/or Your obligations under this Agreement to another person, company or legal entity if We agree in writing.

This Agreement constitutes the entire agreement between us and supersedes and extinguishes any agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. No rights, obligations, representations or terms, other than those expressly recited herein, are to be implied from the Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement. Its shall not be necessary in making proof of this Agreement and the exhibits or of any document required to be executed and delivered in connection herewith or therewith to produce or account for more than one counterpart.

If We fail to insist that you perform any of Your obligations under this License, or if We do not enforce our rights against You, or if We delay in doing so, this shall not mean that We have waived our rights against You and will not mean that You do not have to comply with those obligations.

Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions shall remain in full force and effect between the Parties.

This Agreement shall be construed in accordance with and governed by the laws of Norway and the Norwegian courts shall be the exclusive venue for any disputes arising out of this Agreement.

SHOULD YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, PLEASE CONTACT US AT:
E-mail: support@onestopreporting.com

 

 

Appendix 1 to the License Agreement for OneStop Reporting AS Software Products – Data processing agreement

BACKGROUND

Onestop Reporting may Process Personal Data on behalf of Customer under the Agreement, according to the Personal Data Act (Act of 14 April 2000 no. 31) and the Personal Data Regulations (Regulations of 15. December 2000 no. 1265), and from 25 May 2018, EU’s General Data Protection Regulation (EU) 2016/679 (“Applicable Data Protection Law“).

If Onestop Reporting Processes Personal Data on behalf of Customer, Onestop Reporting will be the Processor according to this data processing agreement. Customer is the Controller. This data processing agreement regulates the Processor’s Processing of Personal Data on behalf of Controller according to the Agreement.

The Controller might use the Services to Process Personal Data on behalf of its customers. Strictly spoken, the Customer will then act as a Processor on behalf of its customers acting as Controllers, while Onestop Reporting acts as a sub processor to Customer. Irrespective of Customer acting on behalf of itself and/or its customers, this data processing agreement sets out the relevant rights and obligations of the parties, and complies with requirements in Applicable Data Protection Law.

Definitions (including terms written with capital initial letter) shall in this data processing agreement shall have the same meaning as set out in Applicable Data Protection Law if not otherwise explicitly stated.

DESCRIPTION OF THE PROCESSING

This data processing agreement shall apply to Processing of Personal Data carried out by the Processor on behalf of the Controller under the Agreement. The Processor shall only process the categories of Personal Data that is implied by the Services ordered and only to the extent necessary to fulfil the Agreement.

Processor’s Services will be delivered to the Controller on premise. Accordingly, all Personal Data are stored in the Controller’s ERP-system. This means that Processor will only have access to Personal Data stored in the ERP-system if the Controller asks Processor to provide support and thereby giving the Processor access to the Controller’s systems.

If the Controller gives the Processor access to his ERP-system, the Processor may Process the categories of Personal Data listed below. The categories of Personal Data, which the Processor obtains access to, may differ depending on the data systems the Controller uses the Services for. Below is a “maximum” list of the categories of Personal Data, which Processor might obtain access to in connection with providing support:

  • Name of employees
  • Other contact details of employees
  • Employees’ working hours
  • Salary information
  • Tax information
  • Personal identity number (not hosted by Processor)
  • Credit card number (not hosted by Processor)

The categories of Personal Data set out above generally relate to employees of Controller or employees of customers of Controller, included might as well be employees in other group companies, partners and subcontractors of Controller or customers of Controller.

The purpose of the processing is solely to support the Controller with respect to analysing the information and to produce and distribute reports for itself or its customers. Processor will not analyse any data on Controller’s behalf, except if Controller explicitly asks Processor to assist with the application of or use of a specific functionality etc.

THE CONTROLLER’S UNDERTAKINGS

Controller shall implement appropriate technical and organizational measures to ensure and to be able to demonstrate that its own Processing activities are performed in accordance with Applicable Data Protection Law. Where proportionate in relation to Processing activities, the measures referred to above shall include the implementation of appropriate data protection policies by the Controller.

Controller warrants that Processor may Process Personal Data under the Agreement and subject to this data processing agreement, i.e. that there is a legal basis for the relevant Processing activities carried out by Processor.

Controller is responsible for the quality and accuracy of the Personal Data Processed under the Agreement.

If Controller Processes Personal Data on behalf of customers, Controller is responsible for distributing user accounts to its customers in a way that prevent that a customer gets access to Personal Data of another customer.

Controller undertakes to behave loyally towards Processor, hereunder to notify Processor without undue delay of any circumstance that might affect Processor’s Processing under the Agreement.

Controller shall indemnify Processor from any loss or damage arising out of a breach of Controller’s obligations under this clause or Applicable Data Protection Law.

THE PROCESSOR’S UNDERTAKINGS

Compliance

The Processor’s Processing of Personal Data as Processor for the Controller in order to fulfil the Agreement shall be carried out in accordance with Applicable Data Protection Law.

The Processor shall provide the Controller with reasonable cooperation and assistance to ensure that the Controller complies with its requirements under Applicable Data Protection Law.

The Processor shall comply with the documented instructions and routines issued by the Controller in relation to the Processing of Personal Data. This data processing agreement shall be deemed exhaustive in respect of Controller’s instructions on the Processor with respect to the Processing of Personal Data under the Agreement.

Restrictions on use

The Processor shall not Process Personal Data beyond what is necessary to fulfil its obligations towards the Controller under the Agreement.

The Processor shall ensure that Personal Data is not disclosed to any third party unless instructed to do so by the Controller or required to do so by law.

The Processor shall not acquire any right, title or interest in any Personal Data disclosed by the Controller to the Processor under the Agreement.

Information Security

The Processor shall by means of planned, systematic organisational and technical measures ensure information security appropriate to the risk with regard to confidentiality, integrity and accessibility in accordance with Applicable Data Protection Law.

If required by Applicable Data Protection Law, Processor shall document the relevant security measures.

Discrepancies

Any use of Personal Data that is contrary to established routines, this data processing agreement or Applicable Data Protection Law, as well as any security breach, shall be treated as a discrepancy.

The Processor shall follow up discrepancies in order to re-establish the normal state of affairs, eliminating the cause of the discrepancy and preventing its recurrence.

The Processor shall report discrepancies to the Controller. The report shall include all information required according to Applicable Data Protection Law.

Confidentiality

Members of the staff of the Processor being involved in the Processing of Personal Data under the Agreement shall be subject to a duty of confidentiality as regards the Personal Data Processed. The duty of confidentiality shall also apply to other data of significance for the information security. The duty of confidentiality also applies after termination of this data processing agreement.

The Processor shall ensure that members of the staff of the Processor which Processes Personal Data on behalf of the Controller is familiar with this data processing agreement and complies with its terms and conditions.

Security audits

Controller may request that a security audit shall be carried out by an independent third party in accordance with recognised standards for security audit. Controller shall carry the costs for such audit, and the audit shall not comprise more than what is relevant with respect to the Processing carried out by the Processor.

If the security audit reveals any unforeseen use of the information system this shall be treated as a discrepancy, cf. clause 0.

The result of the security audit shall be documented and the report from the security audit shall be provided to the Controller, save for information that reveals business secrets or is otherwise confidential to Processor.

Use of subcontractors

To the extent the Processor wishes to use sub-contractors to fulfil the obligations under the Agreement, and the sub-contractor is involved in the Processing of Personal Data, the Processor shall ensure that the sub-contractor undertakes responsibilities corresponding to the obligations set out in this data processing agreement. The Processor shall maintain a list of all such sub-contractors which shall be available for the Controller upon request.

If the Controller has reasonable grounds for rejecting the use of a specific sub-contractor, and Processor cannot replace the relevant sub-contractor, the Controller shall be entitled to terminate the Agreement with immediate effect.

Transfer of personal data

The Processor will not transfer Personal Data relating to Data Subjects in the European Economic Area (the “EEA”) to a country outside the EEA which is not considered to provide an adequate level of data protection according to Applicable Data Protection Law (“Third Country”), without the Controller’s prior written consent.

TERM AND TERMINATION OF THE DATA PROCESSING AGREEMENT

This data processing agreement shall be effective from the time the Agreement is entered into and until the Agreement expires, save for clauses that shall remain in force according to this data processing agreement or the Agreement.

Upon termination of this data processing agreement the Processor shall cease to Process Personal Data on behalf of the Controller. The Processor shall make sure it does not keep any copies of Personal Data.