1. Scope of Application
The following General Terms and Conditions apply to all contracts and services rendered between and/or by Talon.One GmbH, Wiener Straße 10, 10999 Berlin, (“Talon.One”) and its customers with regard to the use of Talon.One products and Talon.One services (hereinafter collectively “Talon.One Services”). These General Terms and Conditions constitute a material part of each agreement unless expressly agreed otherwise in writing.
These General Terms and Conditions apply to any future business transaction between Talon.One and the customer, even without express reference thereto.
Differing regulations in services agreements, price lists, special contract conditions for Talon.One Services shall have priority to these General Terms and Conditions.
When using the Talon.One Services the customer unconditionally agrees and accepts these General Terms and Conditions. Any deviating terms and conditions of the customer as well as any deviations and/or amendments to these General Terms and Conditions shall only become part of the agreement if they have been expressly acknowledged by Talon.One in writing (email is sufficient). These General Terms and Conditions shall also apply exclusively if Talon.One has not explicitly objected any contrary terms and conditions.
Talon.One reserves the right to modify these General Terms and Conditions with effect for the future at any time. In this case, Talon.One will notify the customer of these changes. The changes shall be deemed to be accepted if the customer does not object within three (3) weeks after receipt of the amendment notification. Talon.One will inform the customer in its amendment notification about the customer’s right to object and the effects of a lack of objection. If the customer rejects the changes, Talon.One has the right to terminate the contract and services rendered between and/or by Talon.One and the objecting customer.
2. Offer and Conclusion of a Contract
Offers by Talon.One are conditional and non-binding and subject to change as long as they are not explicitly referred to as unconditional and/or binding.
By ordering Talon.One Services the customer is making a binding contract offer. The customer is bound to the offer for a period of two (2) weeks after quotation. Talon.One shall not be obliged to accept such offer by the customer and is entitled to reject such offer without stating reasons.
The contract between Talon.One and the customer is either concluded upon signature of an individual customer’s Order (“Insertion Order”) by Talon.One and the customer, or online via Talon.One’s online portal by using the respective order form within the web application, or by delivering or performing of Talon.One Services by Talon.One towards the customer.
In order to conclude a contract by means of an Insertion Order, the customer must send the signed Insertion Order to Talon.One by fax or by email for acceptance by Talon.One. Talon.One shall not obliged to accept such offer by the customer and is entitled to reject such offer without stating reasons.
In order to conclude a contract online via Talon.One’s online portal (“Talon.One Self Service Portal”), the customer must register itself online with Talon.One. The registration needs to be confirmed by Talon.One by sending a confirmation email or a direct contact by phone, each by using the respective contact details (email address / phone number) that was provided by the customer. A right to claim registration does not exist; Talon.One expressly reserves the right to reject a registration without stating reasons. The customer’s Talon.One user account will be activated by the user by clicking on the activation link. The user account is non-transferable. The customer must keep the password secret and protect it against any wrongful use by unauthorized third parties.
The customer can order Talon.One’s products and services via its user account. Talon.One offers subscriptions for its Talon.One Services. The details for subscriptions can be found in the customer’s account or the Insertion Order.
Unless otherwise provided in the applicable Insertion Order or order form, Talon.One Services are purchased as subscriptions. Subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and any added subscriptions will terminate on the same date as the underlying subscriptions. To order a subscription, the customer must click on the button “Buy” (or any similar or synonymous expression) or sign the provided Insertion Order in order to make a binding offer to order the Talon.One Services. Talon.One will confirm the receipt of such order via email. However, such confirmation does not constitute an acceptance of the offer. The contract between the customer and Talon.One will be concluded by Talon.One’s acceptance of the customer’s offer in writing, via email or by making the Talon.One Services available. Talon.One is not obliged to accept the customer’s offer.
Talon.One Services are subject to usage limits, including, for example, the quantities specified in Insertion Order or order form, unless otherwise specified or agreed. Talon.One Service may not be active for more than the respective usage limit. If the customer exceeds a contractual usage limit, Talon.One will charge additional quantities accordingly.
Talon.One might offer a free trial period to new customers. The free trial period is available only once to any one customer. Length of the free trial will be communicated by Talon.One. The detailed terms for such free trial are available in the customer’s account. If the new customer does not order Talon.One Services within the communicated trial period against payment, he will not be entitled to continue the use of the Talon.One Services after the expiration of the free trial period.
The customer is aware that contractual declarations (e.g. confirmation emails, amendments to the General Terms and Conditions as well as other notifications) may be sent via email. They are deemed to have been received when they can be retrieved in the email inbox which was specified by the user during the registration under normal circumstances.
3. Talon.One Services
With its Talon.One Services, Talon.One offers the customer online and software based products and services to maintain, monitor and automatize voucher codes, discounts, loyalty programs, customer referral campaigns and related products and services.
Talon.One Services are exclusively offered to business customers within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch - BGB). The customer represents and warrants that he will use Talon.One Services exclusively and explicitly within his commercial and/or freelance professional activity. In case of a breach of this representation and warranty Talon.One is entitled to suspend the Talon.One Services and to terminate the contract with the customer without notice and with immediate effect.
The particular specifications of Talon.One Services are defined in the respective service and product descriptions, special contract conditions, individual subjects of performance and/or services, order forms and/or price lists in effect at the time the contract was concluded. Talon.One reserves the right to make technical changes and improvements to its products and services within a reasonable scope.
Talon.One is entitled to carry out its services either fully or partially in English.
Talon.One is entitled to use third parties (e.g. subcontractors, freelancesr) as vicarious agents in order to carry out and/or fulfil all or part its contractual obligations.
4. Availability, Change of Services
Unless expressly specified Talon.One offers its services on the basis what is currently technically, economically and operationally possible and/or reasonable.
The customer accepts that uninterrupted availability of the Talon.One Services is technically not possible and cannot reasonably guaranteed. The Talon.One Services shall be available at least 98,5% of the annual mean. Hereof excluded are times during which Talon.One Services may be interrupted or disrupted by circumstances beyond Talon.One’s area of responsibility, including but not limited to acts of third parties that do not act on Talon.One’s behalf, technical conditions of the internet that Talon.One cannot influence or force majeure of for maintenance services. If such circumstances interfere with the availability or functionality of the services provided by Talon.One, this has no effect on the contractual conformity of the services provided by Talon.One.
Talon.One shall notify the customer about planned downtimes or restrictions on the availability of the Talon.One Services within a reasonable period of time. No claims whatsoever against Talon.One can be derived therefrom.
In case of unforeseen events, Talon.One is entitled to suspend the Talon.One Services for maintenance or repair purposes if this is necessary to ensure the proper operation of the Talon.One Services.
Under consideration of the entitled interest of the customer, Talon.One reserve the right to change or to alter, limit or discontinue Talon.One Services in particular if this is reasonably necessary to prevent abuse of Talon.One Services or to comply with legal requirements. Talon.One shall notify the customer of any such measure with a notice period of three (3) weeks. In such event the customer is entitled to request a price adjustment or to terminate the contract, provided that contractual use of the Talon.One Services is significantly impaired. Talon.One is entitled at any time to without obligation to notify the customer to improve, adjust, extend and/or to adapt the Talon.One Services to the technical progress provided that the identity of the Talon.One Services are being maintained.
5. Customer’s Rights and Obligations
The customer is entitled to use the Talon.One Services and the software provided by Talon.One only to the extent described hereafter.
The customer agrees to keep the passwords and login data provided by Talon.One for access to the Talon.One Services confidential and to inform Talon.One immediately as soon as the customer becomes aware of unauthorized third parties gaining access to these passwords. If, due to the customer’s fault, unauthorized third parties use any services provided by Talon.One by using the passwords, the customer is liable to Talon.One for usage fees and damages.
The customer shall not make the software provided by Talon.One available to any third parties. In addition, the customer shall not
- modify, translate, reverse engineer, decompile, disassemble or otherwise create derivative works from the Talon.One software or documentation. Information pursuant to Section 69e of the German Copyright Act (“UrhG”) which is required to achieve interoperability with other programs created independently can be purchased from Talon.One for a fee based on the current price list upon request;
- transfer, lend, rent, lease, distribute the software provided by Talon.One or the Talon.One Services, or use them for providing services to a third party, or grant any rights in and to the Talon.One software or documentation to a third party in any form, without Talon.One’s express prior written and unless all respective fees have been paid and all of Talon.One’s other conditions have been met; or
- remove, modify or make illegible the labels, markers or designations regarding copyrights and other intellectual property rights of the Talon.One software or documentation.
If Talon.One has protected its Talon.One Services by technical means (e.g. security codes, firewalls, etc.), the customer is not allowed to circumvent or remove such security measures.
The customer is obliged to protect its own data by taking appropriate measures and by regularly making backups of its data.
The customer must follow Talon.One’s instructions as well as the protocols and specifications as requested by Talon.One with regard to the telecommunication/data transmission.
Upon receipt of the Talon.One Services, the customer is obliged to immediately notify Talon.One of any obvious defects in writing whereas timely dispatch shall suffice to keep the term. The customer will provide Talon.One with all documents necessary for the analysis and debugging attempts and will provide Talon.One with access to the customer’s servers, if necessary.
The customer confirms, represents and warrants that all personal as well as other relevant contractual information provided by the customer during the conclusion of the contract is true, complete and correct. The customer is responsible for any disadvantages or damages incurring as a result of providing false, incorrect, incomplete or outdated information. The customer is obliged to promptly inform Talon.One about any changes to this data and/or to update altered data in its user account. In the event of a culpable breach of this obligation, Talon.One is entitled to suspend the Talon.One Services upon giving prior notice.
6. Fees, Payment
The fees for the Talon.One Services that the customer makes use of are set out in the applicable Insertion Orders/order forms and/or Talon.One’s current valid price lists. All fees are regarded as in EURO, unless another currency is explicitly agreed. Unless explicitly stated otherwise, all fees are quoted exclusive of the statutory value-added tax (VAT) applicable at the time. Talon.One will invoice the customer in advance and otherwise in accordance with the relevant order form or Insertion Order. If the customer places an order via its customer account in the Talon.One Self Service Portal, Talon.One accepts the payment methods as shown in the customer account (e.g. payment by credit cards). When paying by credit card, the credit card on file will be charged with the amount as indicated in the agreed order.
Invoices will be sent to the customer via mail or in electronic form, unless expressly agreed otherwise.
The payment of the invoices shall be due within 14 days of the invoice date, unless stated different in the applicable order form or Insertion Order. In the event of the customer’s default of payment, Talon.One is allowed to charge default charges up to EUR 10,00 for every invoice outstanding when due as well as default interest in accordance with the statutory provisions. Talon.One reserves the right to prove and assert greater damages due to default. If the customer’s payments are considerably delayed, Talon.One reserves the right to suspend the provision of any further services, in particular the customer’s access to the Talon.One Services, at the expense of the customer until all due payments have been made. In the event of suspended services, the customer is nevertheless obliged to pay the agreed fees. After having set the customer a reasonable deadline and expiration of that deadline, Talon.One has the right to terminate the agreement with immediate effect. In case of returned direct debits or unpaid checks, the customer shall reimburse Talon.One for the costs incurred to the extent that the customer was responsible for the event given rise to these costs. Further claims and rights to which Talon.One may be entitled in this respect shall remain unaffected. Even if the customer does not use the provided Talon.One Services, the customer is still obliged to pay the agreed fees.
As long as Talon.One carries out its Talon.One Services in course of a continuing obligation, Talon.One is entitled to change its fees at any time with a six (6) week notice to the beginning of each calendar month unilaterally via written statement (email is sufficient) to the customer. If such changes exceed 10% of the invoice value of the Talon.One Services provided within the current contact period, the customer has the right to terminate the contract within four (4) weeks from the declaration of fee increase. In case the customer terminates the contract, Talon.One is entitled to decide by its own discretion wheter the proposed increase should be revoked. If the customer does not terminate the contract in due timely manner, the higher fees are agreed to be applicable.
Any complaints relating to an invoice must be submitted to Talon.One in writing or by email to email@example.com within four (4) weeks upon receipt of the respective invoice. If no such complaint has been made within four (4) weeks upon receipt of invoice, the invoice is deemed to be accepted. Talon.One will inform the customer in the invoice about the consequences of failing to submit a timely complaint.
7. Grant of Rights, Ownership, Third Party Rights
Upon conclusion of the agreement, Talon.One grants the customer the simple and non-exclusive, non-transferable and non-sub licensable right to use the Talon.One Services during the term of the agreement, insofar as this is necessary to use the Talon.One Services according to the respective Insertion Order or the respective order placed via the Self Service portal. The right of use shall expire with the termination of the contract for whatsoever reason.
Talon.One shall retain all intellectual property rights as well as any other property rights in and to the Talon.One software, the Talon.One Services as well as other services that are provided under this contract, including source codes, databases, hardware and/or any other material (e.g. documentations, developments, functions, report templates, preparatory material, etc.).
The customer undertakes to not violate any applicable laws, in particular third party rights (e.g. copyrights, personality rights, intellectual property rights) or the terms of this agreement while using the Talon.One Services. Insofar, the customer shall indemnify and hold Talon.One harmless from any and all third party claims (including but not limited to all costs and expenses, incl. reasonable attorney’s fees) that are being asserted against Talon.One upon first request.
Unless otherwise agreed between the parties, Talon.One is entitled to refer to the collaboration with the customer and the contractual product and to depict the Customer’s logo for self-promotional purposes.
8. Liability, Limitation of Liability
Talon.One shall be responsible that the Talon.One Services correspond to their intended use. Talon.One does not assume any liability for any damages resulting from a usage other than the intended use. The same applies to any damages resulting from a usage that is not in accordance with Talon.One’s instructions and recommendations or any other unauthorized usage.
Talon.One does not assume any liability for any disturbances, limitations, interruptions or disruptions of the Talon.One Services which are caused by circumstances beyond Talon.One’s area of responsibility.
Talon.One shall be liable for any damages which can be attributed to a wilful or gross negligent violation of a duty by Talon.One, its legal representatives or employees, as a result of grave organizational neglect or which are based on defects of a warranted quality of the Talon.One Services, pursuant to the statutory provisions. This limitation shall not apply to any damages resulting from injury of life, body or health.
In the event of gross negligence, Talon.One shall be liable for typical and foreseeable damage.
Irrespective of the legal grounds, Talon.One shall only be liable for damages that have been caused by the culpable breach of a cardinal contractual obligation by its legal representatives or vicarious agents. Liability in this regard shall be limited to the typical damages that were reasonably foreseeable at the time the contract was concluded, however to a maximum of EUR 25.000,00 per incident of damage and to a maximum of EUR 50.000,00 per contract. Talon.One’s liability for indirect damages, in particular loss of profit, is hereby excluded.
The aforementioned liability provisions shall apply accordingly to Talon.One’s employees and agents.
Any claims for damages arising from a slight negligence by Talon.One shall become time-barred within one (1) year upon occurrence of the damage. This limitation shall not apply to any damages resulting from injury of life, body or health. All other claims for damages shall become time-barred within the statutory period.
Liability of Talon.One pursuant to the German Product Liability Act (Produkthaftungsgesetz - ProdHaftG) shall remain unaffected by the provisions set forth above.
The parties shall keep all documents, information and data which have been disclosed, received and/or obtained by either party during the course of the cooperation strictly confidential during the term of the agreement and for three (3) years thereafter. The parties undertake to use the same degree of care in safeguarding the documents, information and data of the other party that is used for its own confidential information, but a least with the due care of a prudent business man. All such documents, information and data shall be used exclusively to perform the contractual services.
These confidentiality obligations also apply to documents, information and data that relate to companies affiliated with the parties, other cooperation partners or contractors and to documents, information and data about customers and sales representatives of the parties.
These confidentiality obligations do not apply to documents, information and data that are in the public domain or later become part of the public domain through no breach of contract by a party, is required to be disclosed by operation of law, court or administrative order or that has been subsequently exempted from this confidentiality obligation by an agreement in writing, per fax or via email.
10. Term, Termination
The term of the agreement is determined in the Insertion Orders or the order form in the Talon.One Self Service Portal. Each party has the right to terminate the agreement at any time by giving 30 days’ notice to the end of the agreed term. The agreement will be automatically renewed for the same term as agreed unless terminated or ended otherwise. The termination must be made in writing and be submitted via mail or fax.
The right to immediate termination for cause shall remain unaffected. In particular, Talon.One has the right to immediately terminate the agreement
- if the customer breaches its obligations pursuant to Section 5.2 through 5.8 (including), 7.3 or 9 of these General Terms and Conditions,
- if the customer is in default of payment and does not settle the outstanding payment due upon receipt of a warning letter with a deadline for payment and expiration of that deadline to no avail,
- if the customer publishes racist, pornographic, immoral or illegal content on its website and/or content which glorifies or trivializes violence,
- if the customer is insolvent, subject to insolvency proceedings, insolvency proceedings have been commenced or the commencement of insolvency proceedings is dismissed due to lack of assets,
- if the customer violates the provisions of these General Terms and Conditions and fails to remedy this violation upon receipt of a written request with an adequate deadline. No such request is necessary if it has no prospect of success or if the violation is so serious that Talon.One cannot be reasonably expected to adhere to the agreement. A violation is also be deemed serious if the customer has received notices of warnings several times because of similar violations.
Upon termination of the agreement, the customer is obliged to delete all copies of the codes that were provided by Talon.One.
11. Data Protection
The customer is obliged to comply with the applicable data protection law when using the Talon.One Services.
Pursuant to Section 11 of the German Data Protection Act (Bundesdatenschutzgesetz - BDSG), the processing of personal data by Talon.One on behalf of the customer requires a written agreement (“Commissioned Data Processing Agreement”). The customer hereby commissions Talon.One to process personal data on its behalf by concluding a separate agreement in accordance with the scope and the conditions of the annex “General Terms and Conditions for Commissioned Data Processing”.
12. Final Provisions, Miscellaneous
Place of performance and exclusive place of jurisdiction for all disputes between the parties shall be Berlin if the customer is a merchant, a legal entity under public law or a special fund under public law. Berlin shall also be the exclusive place of jurisdiction if the customer does not have a general place of jurisdiction in Germany, if the customer, once it has concluded the contract, moves its domicile out of Germany or whose domicile is unknown at the time the lawsuit is filed.
Any modifications and or amendments of offers and these General Terms and Conditions must be made in writing (email is sufficient). This also applies in case of a nullification of the written form requirement.
If any provision of these General Terms and Conditions or part thereof is invalid or becomes invalid at a later time, the validity of the remaining provisions shall remain unaffected. The relevant provision shall be replaced by a provision that as closely as possible reflects the economic purpose of the invalid provision. The foregoing shall apply analogously if any provision has inadvertently been omitted.
Unless expressly agreed otherwise, the legal relationship between Talon.One and the customer shall be governed by and construed in accordance with German law.
Talon.One has the right within the scope of the contractual purpose to process the data that was provided in accordance with applicable data protection law, or to commission third parties.
Contractual Terms for Commissioned Data Processing
1. Scope of Application
These Contractual Terms for Commissioned Data Processing (“Contractual Terms”) contain the parties’ obligations with regard to data protection, which arise in connection with the commission of Talon.One GmbH, Wiener Straße 10, 10999 Berlin, (hereinafter “Agent”) by the contracting party (hereinafter “Principal”). Notwithstanding the fact that Talon.One solely processes anonymous data, the scope – as a precautionary measure – covers all tasks pursuant to the service description of these Contractual Terms during which the Agent’s employees or third parties commissioned by the Agent come into contact or could come into contact with personal data, i.e. any information concerning the personal or material circumstances of an identified or identifiable natural person.
2. Service Description
The Agent processes data on behalf on the Principal. Commissioned Data Processing is the collection, use, retention, alteration, transmission, blocking or deletion of personal data by the Agent on behalf of the Principal. The Commissioned Data Processing includes the following services:
Collection and immediate anonymization of the users’ IP (Internet Protocol) addresses,
Collection of the anonymous MAC (Media Access Control) addresses of a user,
Transmission of the anonymous HTTP (Hyper Text Transfer Protocol) Header,
Transmission of the Principal’s data to a third party upon Principal’s request,
Furthermore, the Agent’s General Terms and Conditions shall apply, unless otherwise agreed upon in these Contractual Terms for Commissioned Data Processing.
3. Affected Persons (Data Subjects), Responsibility
The group of data subjects affected by the processing of their data within this commission includes in particular the users who visit the Principal’s app/website.
The Principal shall be solely responsible for compliance with the applicable data protection laws, in particular regarding the data transfer to the Agent and the data processing. The Principal is therefore the controller pursuant to Section 3 para. 7 of the German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG). Due to this responsibility, the controller shall be entitled to request the deletion or return of the data during and after the term of the agreement.
4. Principal’s Obligations
The Principal and the Agent are each responsible for compliance with the applicable data protection laws regarding the data to be processed.
The Principal shall promptly inform the Agent if he discovers any errors and/or irregularities with regard to the applicable data protection laws during his control of the results of such data processing.
The Principal has audited the proper processing of his data as well as the technical and organizational measures taken by the Agent on site, and shall continue to audit the compliance of such measures and document the results of such audits in writing during the term of the agreement.
In the event that a duty to inform pursuant to Section 42a of the German Federal Data Protection Act exists, the Principal shall be responsible for fulfilling this duty.
Upon the expiration of the agreement, the Principal shall be obliged to decide whether the data is to be returned or deleted within a reasonable time period set by the Agent.
5. Agent’s Obligations
The Agent shall collect, process, use and store data only within the scope of the Principal’s instructions as contractually agreed (Section 11 para. 3 ph. 1 of the German Federal Data Protection Act). Instruction shall mean the written instruction issued by the Principal to the Agent that directs the Agent to perform a specific action with regard to personal data. Such instructions are specified within the scope of these Contractual Terms and can thereafter be modified, amended or substituted by the Principal by separate written instructions (“Individual Instruction”).
The Agent shall promptly inform the Principal pursuant to Section 11 para. 3 ph. 2 of the German Federal Data Protection Act if he believes that an Instruction is in violation of data protection law.
The Agent shall design its internal corporate organization to ensure compliance with the specific requirements of data protection within the Agent’s area of responsibility. In particular, the Agent shall implement the technical and organizational measures as stipulated in Section 6 herein to adequately protect the data from misuse and loss in accordance with Section 9 of the German Federal Data Protection Act.
The Agent shall provide the contact details of the Agent’s data protection officer to the Principal.
The Agent shall provide all information necessary to compile the summary pursuant to Section 4g para. 2 ph. 1 of the German Federal Protection Act upon the Principal’s request.
The Agent shall ensure that all employees who are engaged in processing the Principal’s data have undertaken to comply with the principle of data secrecy pursuant to Section 5 of the German Federal Data Protection Act and haven been duly instructed on the protective regulations of the German Federal Data Protection Act.
The Agent shall promptly inform the Principal in the event of a serious interruption of the operating schedule, suspicion of data protection breaches or any other irregularity related to the processing of the Principal’s data.
All data carriers provided to Agent as well as any copies thereof remain the Principal’s property. The Agent shall store such data carriers with diligence and protect them against unauthorized access by third parties. The Agent shall be obliged to inform the Principal about its data and records at any time.
The Agent shall be obliged to delete any test and scrap material in accordance with the applicable data protection laws upon an instruction issued by the Principal on a case-by-case basis. In specific cases the Agent shall hand over such material to the Principal or store on the Principal’s behalf upon request of the Principal.
Upon the expiry of the commission, the Agent shall be obliged to hand over to the Principal all personal data that was provided with regard to the commission that has not been processed or deleted yet or to provide proof of their proper deletion.
6. Technical and Organizational Measures
The technical and organizational measures to adequately protect the Principal’s data include:
Physical access control
The prevention of unauthorized parties gaining access to personal data processing systems. These measures include an electronic access control system with protocols, a documented key allocation to employees and colocation-customers for colocation racks, video surveillance of the entrances and exits and a 24/7 occupancy of the computer centre at the subcontractor’s premises. In addition, there are guidelines on how to accompany and identify guests in the building.
Logical access control
Measures that prevent the unauthorized use of the data processing systems. A password protected access is used that only authorized personnel can use.
Data access control
Measures that ensure that people entitled to use the data processing systems can solely access data that they are entitled to access in accordance with their access rights, and that during the course of processing, use and after storage, personal data cannot be read, copied, modified or deleted without authorization. Audit-proof and binding authorization procedures have been implemented for the authorized employees.
Data transfer control
Measures that ensure that during electronic transmission, transport or storage on data carriers personal data cannot be read, copied, modified or deleted without authorization, and that it can be established and verified to which entities a transfer of personal data by means of data transmission facilities is planned. All employees have undertaken to comply with the principle of data secrecy pursuant to Section 5 of the German Federal Data Protection Act and there are capacities for encrypted data transmissions. Furthermore, the data is deleted in accordance with data protection laws after the end of the commission.
Measures that ensure the establishment of an audit trail to document whether and by whom personal data have been entered into, modified in or removed from the data processing systems. The personal data is being anonymized before the Agent has access to such data.
Control of instructions
Measures that ensure that personal data that are being processed on behalf of the Principal are processed solely in accordance with the Principal’s instructions. The employees are instructed on the relevant data protection law on a regular basis, and they are familiar with the procedural requirements and user guidelines for commissioned data processing. The unambiguous wording of the contract ensures that the data may only be processed in accordance with the instructions issued by the Principal.
Measures that ensure that personal data are protected against accidental destruction or loss. Backup and recovery procedures with a daily mirroring of the data have been implemented. The technical availability is ensured by hard disk mirroring. In addition, there is uninterruptible power supply and a firewall system as well as port regulations are in place.
Measures that ensure that data that was collected for different purposes can be processed separately. The data is physically or logically stored separately from other data and the data backups are made on systems that are logically and/or physically separate.
7. Correction, blocking and deletion of data
The Agent may only correct, delete or block data that is processed on behalf of the Principal when instructed to do so by the Principal. If a data subject contacts the Agent directly to request the correction or deletion of his data, the Agent shall promptly forward this request to the Principal.
8. Principal’s right of inspection
Upon prior timely notification, the Principal shall be entitled to assure himself of the adequateness of the technical and organizational measures taken by the Agent on the Agent’s premises during the regular business hours and without interrupting the business operations.
Upon the Principal’s written request, the Agent shall provide the Principal with all information necessary for such audit and make available relevant evidence within a reasonable time period.
9. Enquiries by Data Subjects to Principal
If the Principal is obliged to provide information to an individual about the collection, processing or use of its data pursuant to applicable data protection law, the Agent shall assist the Principal with making available such information, provided that the Principal has requested the Agent to do so in writing and that the Principal reimburses the Agent for all costs related to this assistance.
The Agent shall be entitled to subcontract the Agent’s obligations to third parties only upon having obtained the Principal’s written approval.
If the Agent engages subcontractors, the Agent is obliged to pass on the Agent’s contractual obligations hereunder to such subcontractors. In particular, the contract with the subcontractor shall include audit and inspection rights for the Principal in accordance with the terms of this agreement. Upon the Principal’s written request, the Principal shall also be entitled to receive information about the essential terms of the contract and the implementation of the data protection obligations by the subcontractor, e.g. by reviewing the relevant agreement.
11. Term, Termination
The term of this agreement as well as the right of termination are determined by the agreement between the parties pursuant to Talon.One’s General Terms and Conditions and the respective offer and/or assignment by the Principal.
The compensation for all services to be rendered pursuant to these Contractual Terms is included in the compensation agreed upon between the parties within the offer and/or the assignment.
13. Liability, Limitation of Liability
The parties agree that the provisions on the limitation of liability as included in Talon.One’s General Terms and Conditions shall analogously apply.
14. Final Provisions, Miscellaneous
In the event that the Principal’s data is endangered due to a levy of execution or confiscation, insolvency proceedings or any other events and/or third party measures, the Agent shall promptly notify the Principal. The Agent shall promptly notify all people who are responsible in this context of the Principal having retained ownership of these data.
Any modifications and or amendments of these Contractual Terms must be made in writing (email is sufficient). This also applies in case of a nullification of the written form requirement.
If any provision of these Contractual Terms is invalid, the validity of the remaining provisions shall remain unaffected.
The legal relationship between the Principal and the Agent shall be governed by and construed in accordance with German law. Exclusive place of jurisdiction shall be the Agent’s domicile to the extent permitted by law.