Terms and Conditions (T&C) of CopeCart Pro Ltd.
Terms and Conditions (T&C) of CopeCart Pro Ltd.
Terms and Conditions (T&C) of CopeCart Pro Ltd.
PART I - General Terms and Conditions for Vendors -
these apply if you wish to offer products as a vendor through CopeCart Pro.com
PART II - General Terms and Conditions for Affiliates -
these apply if you wish to promote the products of our vendors as an Affiliate;
Part III - General Rules for Vendors and Affiliates -
these apply to both vendors and affiliates;
Part IV - Order Processing by Vendors
Part V - Order Processing by CopeCart ProThe parties agree to the following definitions and interpretations in these
Applicable Laws
means, applicable in the respective regions:
all laws, regulations, or other subordinate legislation;
and policies, guidelines, or industry codes of conduct issued by any regulatory body having jurisdiction over a party or its assets, resources, or business (whether or not having legal force), which apply to the services, the platform, and/or the provision of the services or to which any party is subject;
is a day that is not a Saturday, Sunday, or public holiday in the Republic of Ireland;
means the date of this Agreement;
means all information, regardless of how it is transmitted or presented, that relates to the business, affairs, operations, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel, customers, and/or suppliers of the disclosing party, together with any information derived by the receiving party from such information, and any other information that is expressly designated as confidential by a party (whether or not it is marked as "confidential"), or that reasonably should be regarded as confidential;
means all applicable laws relating to the processing, protection of privacy, and/or use of personal data to which either party or the services are subject including:the General Data Protection Regulationthe data protection laws from 1988 to 2018;any legislation that implements or supplements those laws;any legislation that replaces, extends, re-enacts, consolidates or amends any of the foregoing legislation; andany code of practice, guidelines, and guidance issued from time to time by relevant data protection supervisory authorities in relation to such Data Protection Regulations (whether or not legally binding);
means any authority, supervisory authority, or body that is responsible for using the data protection laws;
means any person authorized by you in the capacity of a Vendor to use the services, including employees, agents, and consultants of your customers;Feesrefers to the fees payable under this Agreement;
means, in relation to any company and any circumstances, the level of skill, diligence, care, prudence, and foresight which would reasonably be expected from a company engaging in the same type of activity under the same circumstances;
means the configuration, demonstration, integration, migration, and/or customization services provided by the supplier in relation to the platform;
Means copyrights, patents, rights to inventions, trade marks, service marks, trade names, design rights, rights in get-up, database rights, data rights, semiconductor topography rights, mask works, utility models, domain names, rights in computer software and any similar rights of any kind, and in each case: (i) whether registered or not, (ii) including any applications for such rights or protection, (iii) including any renewals and extensions of such rights or applications, (iv) whether existing, conditional or future, and (v) wherever they exist.
means any program or code that may prevent, impair, damage, disrupt, corrupt or otherwise adversely affect the operation, reliability, or effectiveness of programs, computers, systems, software, code, data, or other information (including any viruses, worms, Trojan horses, spyware)
means all information, data, and content that either: the customer or an end user places at the supplier's disposal when accessing, using, receiving the services, or otherwise in connection with this contract; specifically and exclusively for: the provision of the services for the benefit of the customer or its end users; or the access of the customer or its end users to the services; and the confidential information of the customer that are in the possession or control of the supplier, a direct or indirect subcontractor of the supplier, or an employee of the supplier;
means any failure or delay by the customer in the performance of its obligations and/or responsibilities;
has the meaning set forth in the applicable Data Protection Regulations;
means the IT infrastructure, code/coding, know-how, domain hosting, design and other facilities used to allow the company to possess, control, and operate a website, among other things, for the purpose of transmitting contributors' content and the sale of products, goods, and services on the website;
means the date on which the vendor's application is accepted by the company at its sole discretion.
means personal data that has been obtained from or on behalf of the customer or its end users, or otherwise in connection with the performance of the supplier's obligations under this contract;
24 hours a day;
is the level of performance required of the supplier;
means: (a) the services together with the fulfillment of all the supplier's other obligations under this contract, as they may be amended from time to time in accordance with this contract;
means any new version of the platform and/or the services made available to correct faults or bugs in the platform and/or services and includes any separate hotfixes, maintenance patches, or bug fixes;
means Irish value-added tax, any other tax levied in its place, and any equivalent or similar tax levied outside of Ireland.
- a reference to this agreement includes its schedules and annexes (if any);
- a reference to a "party" includes the successors and permissible assigns of that party;
- The table of contents and headings of paragraphs, sections, schedules, or other items in this agreement are for convenience only and shall have no effect on the interpretation; Words in the singular include the plural and vice versa;
- all words following "include", "includes", "including", "in particular" or any similar words and expressions shall be construed without limiting the meaning of the words preceding those words; The term "written" or "in writing" includes any method of reproducing words in a readable and non-transferable form;
- a reference to any statute shall be construed as a reference to that statute as amended, extended, re-enacted or consolidated from time to time;
- a reference to any legislation shall include all subordinate legislation made from time to time under that legislation;
- and a reference to an Irish action, remedy, proceeding, court, official, legal document, legal status, legal doctrine, legal term, or matter in relation to any jurisdiction other than Ireland shall be construed as a reference to that which most nearly approximates to the Irish equivalent in that jurisdiction.
- Subject of the Contract1.1. CopeCart Pro Ltd. offers entrepreneurial natural and legal persons (vendor, dealers, sellers, service providers, creators, etc.) the opportunity to use various conversion checkouts through which they can offer products and services for sale and handle activities and sales transactions with end customers. In sales transactions, CopeCart Pro Ltd (the company, we, our, our, ours, etc.) acts solely as a service provider in the processing of online transactions for products and services between a seller as a vendor ("you", "your", "yours", etc.) and customers as end customers. The following General Terms and Conditions (GTC) govern the use of our platform copecart-pro.com and all the services to be provided by us.1.2. The general terms and conditions for the use of the platform between the company and the vendors expressly provide that the company is fully indemnified against any claims by third parties in respect of liability for the products, the platform, any alleged copyright infringement, intellectual property, or know-how.1.3. Our performance obligations include the activities and services listed below:1.3.1. We offer you the opportunity to publish, register, offer for sale, and promote the checkout of your product(s) or service(s) on the copecart-pro.com platform. In relation to the end customer, you always act in your own name as the seller or provider of your service, based on your own general terms and conditions and data protection provisions, thus remaining the "merchant of record".1.3.2. The acceptance of the end customer’s declaration of intent to conclude the contract in your name. The rejection of the end customer’s offer to conclude the contract on their behalf if a payment service provider rejects the customer’s payment due to lack of creditworthiness.1.3.3. The rejection of the end customer’s offer to conclude the contract on their behalf if they or their residence violate applicable sanction laws and regulations under applicable EU, US, or UK law.1.3.4. The submission or making of any other legally binding declarations and actions in this context, including the confirmation of the conclusion of the sales transaction sent to the end customer in text form and the issuance of the invoice, whereby in the case of cross-border sales transactions, the VAT is calculated at the applicable rate.1.3.5. The receipt of the agreed compensation from end customers on your behalf by our payment service provider and forwarding it to you after deduction of our fee.1.3.6. The mediation between you and the collaborating collection service provider, including the transmission of information required for collection purposes.1.3.7. The company may change the price plan associated with the provision of the services from time to time. Vendors must be informed of any proposed changes to the price plan with at least 30 days' notice.1.4. You may use our services to promote your (potential) affiliates. The affiliate may also engage in affiliate marketing within the scope of the possibilities granted by copecart-pro.com. Affiliate marketing is an internet-based form of distribution whereby you provide your distribution partners (affiliates) with advertising material that the affiliate can use on their websites or for advertising purposes through other channels such as keyword advertising or email marketing. Within the possibilities granted by Copecart-Pro.com, you can allow third parties (so-called affiliates) to advertise the products offered by you. If you want to offer such advertising opportunities, you agree to make only truthful, non-misleading statements that allow the advertising measure to be carried out in compliance with the law.2. Registration2.1. To take advantage of the platform's services, the Vendor must register in accordance with the registration procedure provided for on the platform.
2.2. Registration as a vendor is only possible for natural and legal persons acting as businesses. To register, you must provide truthful information. We are entitled to verify the accuracy of this information and your entrepreneurial status by means of appropriate evidence. We are also entitled to refuse an application for registration without giving any reasons.
2.3. If your data changes, you must update it on our website immediately.
2.4. Without prejudice to Clause 2.2, registration of a Vendor cannot occur if the registered office of the Vendor is in breach of applicable sanctions lists under EU, US, or UK law.3. Collaboration with third party providers3.1. From time to time, the company may require vendors to collaborate with third party providers. Examples include, among others, the use of a third-party payment service platform.4. Conclusion of the contract4.1. We will act for you on the basis of these "General Terms and Conditions for Vendors" when you register on our platform CopeCart-Pro.com and agree to be bound by these "General Terms and Conditions for Vendors" by clicking the button to proceed & complete registration.
4.2. A condition for concluding a contract for the use of our services is that you successfully complete the hosted KYC process of our payment service provider.
4.3. Another condition for entering into a contract for the use of our services is that your registered office does not violate applicable sanctions laws and regulations under current EU, US, or UK law.5. Payment Processing and Remuneration5.1. For all sales you make using our services, we receive a commission of 3.9%+€1 per transaction, which our payment service provider deducts from the consideration received from the end customer in our favor and pays to us. The basis for calculating the commission is the gross invoice amount in euro (invoice value plus VAT). The gross invoice amount is the consideration payable by the end customer in euro after taking into account discounts. Ancillary costs, e.g. for freight, postage, insurance, etc., are not part of the consideration payable by the end customer for the calculation of the commission due to us.
5.2. As a rule, 80% of your sales via our payment service provider are paid to you after the expiry of the 14-day cancellation period granted to the end customer. The remaining balance is released for payment after another 40 days. Payments are made based on the amount of data you provide on our website. Objections to our billing must be communicated to us within 14 days of the billing date. Thereafter, the payment amount shall be deemed approved.
5.3. Payouts are only made from an amount of 50 euros per compensation balance, and, regardless of the amount, upon termination of the contract in accordance with the due date regulation.
5.4. The remuneration payable to each of your affiliates will be paid by our payment service provider to the affiliate in the currency of the mediated transaction at the exchange rate in effect at the time of the end customer's order. Additional fees may apply depending on the currency.
5.5. The portion payable to your joint venture partner under your joint venture agreement(s) shall be paid to the affiliate by our payment service provider in your name and on your account in the currency of the mediated transaction at the exchange rate in effect at the time of the end customer's order. Additional fees may apply depending on the currency.
5.6. We prepare a detailed statement on a monthly basis of the payments received at our payment provider, the sum of our withdrawn receivables due, and the amount of compensation paid to affiliates and joint venture partners. A positive balance is settled by our payment service provider by wire transfer to your specified account no later than 15 days after receipt of payment in the currency of the mediated business at the exchange rate at the time of the end customer's order.
5.7. Commissions paid for a breach of the provisions. Compensation paid under this contract or for which it is subsequently established that the conditions for its occurrence were not met may be reclaimed.6. Offering Products and Services, Transfer of Rights6.1. Once you have registered, you can create products on the platform, whose checkout you can then use for your end customers.
6.2. We decide at our sole discretion whether we will publish these products on our platform.
6.3. You are the provider of the products you create. The sale transaction is concluded directly between you as a reseller and the buyer ("end customer").
6.4. There is no entitlement for your product or all products to be published and/or advertised on our platform.
6.5. In addition, we provide you or your affiliates, at our discretion, with technical features for the sale of the products, which also allow the sale on other websites or through other channels (e.g. telephone sales).
6.6. If we, at our discretion, reach the reasonable opinion that you are in violation of the provisions of this agreement and are therefore denying us the lawful publication of your products and the legal mediation of the product, we will block access to your products and inform you of this blocking and the reasons for it.
6.7. You guarantee that your products may be available, placed on the market, and offered within the European Union and comply with all relevant legal requirements. The corresponding obligation also applies to all other countries where your products are offered.
6.8. If you wish to use our platform to sell or distribute a product, you are required to provide us with all the information we need in the appropriate input mask. This includes, in particular, the following information:
6.8.1. Name of the product;
6.8.2. Sale price;
6.8.3. Description of the product;
6.8.4. Availability and duration of the contract;
6.8.5. Any shipping costs that may be incurred;
6.8.6. Legally required information that must be observed when advertising the product;
6.8.7. Texts and images for free advertising for the product;
6.8.8. Legally correct classification of the product, e.g., with regard to the applicability of the Distance Learning Protection Act and the right of withdrawal for consumers, i.e., in particular, whether it is digital content or digital services or a product for which there are special requirements regarding the right of withdrawal.
6.9. You are obliged to update your products immediately after any change and must comply with legal requirements at all times. You will notify us immediately if any of your products do not meet legal requirements or the requirements of this contract, or if any third party asserts this or a violation of their rights.
6.10. You are responsible for inaccurate or incomplete statements or data. Therefore, please check after setting up your product that all required information has been provided and is correct. The information you provide enables us to provide our services to you and the end customers in compliance with the law.
6.11. If you provide us with information, data, and possibly other content, you transfer to us free of charge the worldwide rights to use them for the purpose of performing this contract in online and offline media.7. Provision of Platform Services7.1. The company shall provide the vendor with access to the platform in accordance with the terms of this Agreement and shall fulfill its obligations set forth therein, so that all services can be provided in accordance with the terms of this Agreement. Without limiting the foregoing, the Company, as part of the services, will be:7.1.1. …responsible for the management and execution of the configuration, customization, integration, and deployment of the platform on an end-to-end basis;
7.1.2. …regularly monitor the execution of all tasks mentioned on the platform;
7.1.3. …proactively work to identify and resolve any problems to ensure the timely completion of each task;
7.1.4. …be responsible for the execution of all configuration work required in connection with the provision of the platform;
7.1.5. …ensure that it has completed all necessary development and internal testing; and
7.1.6. …do all that is necessary (including working closely with a vendor) to enable the company to provide the platform to vendors and end users.7.2. If at any time the company finds that it is unable or is likely to be unable to provide the services as described above, it shall immediately inform the vendor, identifying (in reasonable detail) the reasons and causes of the delay and the proposed remedial measures, and allocate all reasonable resources to eliminate or reduce the delay.8. Ensuring the platform services8.1. From the date the vendor's registration has been completed and accepted by the company at its sole discretion, the company shall provide and make the platform available in accordance with the provisions of this contract, good industry practice, and all applicable laws and regulations.
8.2. The vendor has the right to use the services in accordance with the terms of this contract (and to allow their end users to use them).
8.3. The company makes all reasonable efforts to ensure that all scheduled maintenance is carried out outside of core business hours. If the company needs to carry out work during core business hours, it will make all reasonable efforts to support the vendor in ensuring that these works are conducted and completed in a manner convenient to the vendor as far as is reasonably practicable. The company makes every reasonable effort to ensure that scheduled maintenance causes minimal disruption to the customer and its end users.9. Changes to Platform Services9.1. The company is entitled to improve or update the platform without the prior written consent of the customer if such improvement or update is required in order to:
9.1.1. correct a material defect, fault, or error;
9.1.2. rectify a known or significant security vulnerability; or
9.1.3. comply with applicable laws,
9.2. A change in the platform in accordance with clause 9 shall be treated as planned maintenance under this contract.
9.3. Notwithstanding clause 9, where the company wishes to introduce any material and/or fundamental changes to the fee structure or functionality, the company shall deliver to the customer a change notice describing, in reasonable detail, the change, including a full description of any changes to the functionality or features of the platform (if any), the time required to carry out the proposed change, and a binding quotation for the price changes proposed as a result of such change.
9.4. The vendor shall have seven days to terminate this contract if it does not agree to the changes to be made to the platform under clause 9.3 and must notify its intention to withdraw from the contract within 28 days (from the last day of the notice period).
9.5. During the contract term, the company shall provide the contractual support services and any technical support required in connection with the cloud services under this contract and may not cease to make any aspect of the cloud services available or cease to support without the prior written consent of the customer.10. Service Levels10.1. The company shall use its reasonable endeavors to ensure that the services meet the required service levels at all times, as determined by it to fulfill its obligations under these GTC.
10.2. The company shall continuously review the service levels, and where it is reasonable to conclude that either the service levels should be amended or that service levels should apply to part or parts of the services for which, at the time of review, no service levels were applicable, the service levels shall be amended or a new service level shall be introduced.11. Distribution of digital products11.1. If your product can be delivered in digital form by us or made accessible through a link, you must provide us with the corresponding content or access when you make the product available to us.
11.2. We are entitled to grant or provide end consumers access to these products in accordance with the possibilities you offer and to allow permanent storage. This includes the right of reproduction, public access distribution, and duplication by any technical and organizational means. Commercial exploitation and distribution forms: To the extent that is technically necessary for the fulfillment of the contract or economically required, we are entitled to process the product to the extent necessary.11.3. If a product is a digital product, the following provisions shall apply, which shall take precedence over any other provisions of your GTC in case of conflict:11.3.1. An end customer who is a consumer ("consumer end customer") can request that the product is provided immediately after the conclusion of the contract. You must provide the corresponding services without delay. If you do not fulfill this obligation, the consumer end customer may terminate the contract with you.11.3.2. You provide digital products that comply with legal requirements. Offering digital products that do not meet these requirements is not permitted. If you believe that it is not possible to offer your product in compliance with the above rules, you must inform us and do not allow us to offer the product.
11.3.3. Statutory rights of recourse against you are not affected by these General Terms and Conditions.
2. Registration2.1. To use the platform's services as an Affiliate, you must register on CopeCart-Pro.com.
2.2. Registration as an affiliate is only available for entrepreneurial natural and legal persons. When registering, you are required to provide truthful information. You may cancel your registration at any time with one week’s notice. If your details change, you must update them on our website immediately.
2.3. We are entitled to verify your entrepreneurial status and to have the accuracy of your information verified by appropriate evidence. We are also entitled to refuse your application for registration without giving reasons and/or to cancel it.3. Conclusion of the contract3.1. We will act on your behalf based on these "General Terms and Conditions for Affiliates" when you register on our platform CopeCart-Pro.com and agree to be bound by these "General Terms and Conditions for Affiliates" by clicking the button to continue & complete registration.
3.2. A condition for the conclusion of a contract for the use of our services is that you successfully complete the hosted KYC process provided by our payment service provider.
3.3. Another condition for the conclusion of a contract for the use of our services is that your registered office does not violate applicable sanctions laws and regulations under current EU, US, or UK law.4. Payment Processing and Remuneration4.1. Your entitlement to remuneration is against the vendor and not us. You have no claim to remuneration if you are simultaneously acting as both partner and vendor for the same product.
4.2. You have a commission agreement with the respective vendor for all sales you make with end customers via our services. Our payment service provider will pay the resulting commission to you by deducting it from the consideration paid by the end customer. A positive balance will be settled by our payment service provider by transfer to the account specified by you in the currency of the mediated transaction at the exchange rate in effect at the time of the end customer's order. Additional fees may apply depending on the currency.
4.3. 80% of your commission will be refunded to you after the end customer’s purchase. The remaining amount will be paid out after another 40 days. Payment will be made based on the amount of data you have provided on our website. Any objections to our invoice must be communicated to us within 14 days of the billing date. Thereafter, the amount is deemed to be approved.
4.4. Payouts are made only from an amount of 50 euros per compensation balance, and, regardless of the amount, upon termination of the contract in accordance with the due date regulation. Remunerations paid that are found to be based on a violation of the provisions or for which it is subsequently determined that the conditions for their occurrence were not met may be reclaimed.5. Cooperation with third-party suppliers5.1. In addition, you acknowledge that you may be required to use third-party services from time to time, such as a third-party payment service platform.3. Conclusion of the Contract4.1. We will act for you on the basis of these "General Terms and Conditions for Affiliates" when you register on our platform CopeCart-Pro.com and agree to the application of these "General Terms and Conditions for Affiliates" by clicking the button to continue & complete registration.
4.2. A condition for concluding a contract for the use of our services is that you successfully complete the hosted KYC process of our payment service provider.
4.3. Another condition for concluding a contract for the use of our services is that your registered office does not breach applicable sanction laws and regulations under current EU, US, or UK law.5. Order Processing and Remuneration5.1. For all sales you make to end customers through our services, we receive a commission of 3.9%+1€, which our payment service provider deducts from the consideration received from the end customer in favor of us and pays it to us. The basis for calculating the commission is the gross invoice amount in Euro (invoice value plus VAT). The gross invoice amount is the remuneration payable by the end customer in euros after consideration of cash discounts. Additional costs, such as shipping, postage, insurance, etc., are not part of the consideration received from the end customer for the calculation of the commission due to us .5.2. In general, 80% of your revenue will be paid out to you through our payment service provider after the expiration of the 14-day withdrawal period granted to the end customer. The remaining balance is released for payment after another 40 days. Payment will be made based on the data you specified on our website. Any objections to our invoice must be communicated to us at the latest 14 days after notification. After this, the amount is considered approved.
5.3. Payouts will only be made from an amount of 50 euros per compensation balance and, regardless of the amount, upon termination of the contract according to the due date rule.
5.4. The remuneration payable to each of your affiliates will be paid by our payment service provider on your behalf to the affiliate in the currency of the brokered transaction at the exchange rate in effect at the time of the end customer order. Depending on the currency, additional charges may apply.
5.5. The portion payable to your joint venture partner from your joint venture agreements will be paid by our payment service provider on your behalf and for your account in the currency of the mediated transaction at the exchange rate at the time of the end customer's order. Depending on the currency, additional fees may apply.
5.6. We prepare a detailed monthly statement of payments received at our payment service provider, the deducted claims due to us, and the amount of compensation paid to affiliates and joint venture partners. A positive balance will be credited by our payment service provider within 15 days at the exchange rate at the time of the end customer's order to the account specified by you.
5.7. Compensation attributable to a violation of the provisions of this contract has been paid or is subsequently determined not to have been earned may be reclaimed.6. Offer of Products and Services, Transfer of Rights6.1. Once you have registered, you can create products on the platform that you can then use for your end customers' checkout.
6.2. We decide at our own discretion whether to publish these products on our platform.
6.3. You are the provider of the created products. The sales transaction takes place directly between you as the seller and the purchaser ("end customer").
6.4. There is no entitlement to have your product or all products published and/or advertised on our platform.
6.5. In addition, we provide you or the affiliates, at our discretion, with technical capabilities to sell the products that also enable sales on other websites or through other channels (e.g., telephone sales).
6.6. Should we, at our discretion, come to the justifiable opinion that you are in breach of the provisions of this contract and therefore prevent us from lawfully publishing your products and legally brokering the product, we will block access to your products and notify you of such blocking and the reasons for it.
6.7. You warrant that your products may be available, placed on the market, and offered within the European Union and that they comply with all applicable legal requirements. This obligation also applies to any other country where your products are offered.
6.8. If you wish to use our platform to sell or mediate a product, you are required to provide us with all information requested by us in the appropriate input mask. This includes in particular the following information:
6.8.1. Name of the product;
6.8.2. Sale price;
6.8.3. Description of the product;
6.8.4. Availability and term of the contract;
6.8.5. Any shipping costs that may arise;
6.8.6. Legally required information to be observed when advertising the product;
6.8.7. Texts and images for free advertising of the product;
6.8.8. Legally correct classification of the product, e.g., regarding the applicability of the Distance Learning Protection Act and right of withdrawal for consumers, i.e., in particular, whether it is digital content or digital services or a product with special requirements regarding the right of withdrawal.
6.9. You are obliged to update your products immediately after each change and must comply with legal requirements at all times. You will inform us immediately if any of your products do not comply with legal requirements or the requirements of this contract or if any third party asserts this or a breach of their rights.
6.10. You are liable for incorrect or incomplete information or data. Therefore, after setting up your product, please check that all required information has been provided and is correct. The information you provide allows us to provide our services to you and the end customers in accordance with the law.
6.11. If you provide us with information, data, and, if applicable, other content, you assign us free of charge the worldwide rights to use these for the purpose of executing this contract in online and offline media.7. Provision of Platform Services7.1. The company shall provide the vendor with access to the platform in accordance with the terms of this agreement and shall fulfill its obligations set forth therein, so that all services can be provided following the terms of this agreement. Notwithstanding the foregoing, the company, as part of the services, will:
7.1.1. …be responsible for the management and execution of setup, customization, integration, and provision of the platform on an end-to-end basis;
7.1.2. …regularly monitor the execution of all tasks listed on the platform;
7.1.3. …work proactively to identify and resolve any issues to ensure the timely completion of each task;
7.1.4. …be responsible for the execution of all configuration work required in relation to the provision of the platform;
7.1.5. …ensure that it has completed all necessary developments and internal tests; and
7.1.6. …do everything necessary (including, in collaboration with a vendor) to enable the Company to provide the platform to vendors and end-users.
7.2. If at any time the company finds that it is unable or likely to be unable to provide the services as described above, it will immediately inform the vendor, providing (in reasonable detail) the reasons and causes for the delay and the proposed remedies, and allocate all reasonable resources to remove or mitigate the delay.8. Ensuring Platform Services8.1. From the date on which the vendor's registration has been completed and accepted by the company at its sole discretion, the company will provide and make the platform available in accordance with the provisions of this contract, good industry practice and all applicable laws.
8.2. The vendor is entitled to use the services according to the terms of this contract (and to allow their end-users to use them).
8.3. The company makes all reasonable efforts to ensure that all scheduled maintenance work on the platform is carried out outside peak business hours. If the company needs to carry out work within peak business hours, it will make all reasonable efforts to support the vendor as far as possible in ensuring that the work is carried out at a time that is as convenient as possible. The company makes every reasonable effort to ensure that planned maintenance causes as little disruption as possible to customers and their end users.9. Changes to Platform Services9.1. The company is entitled to improve or update the platform without the prior customer’s consent if such improvement or update is required to:
9.1.1. Fix a material defect, error, or mistake;
9.1.2. Rectify a known or foreseeable security vulnerability; or
9.1.3. To comply with applicable laws,
9.2. A change in the platform under clause 9 shall be considered scheduled maintenance for the purposes of this contract.
9.3. Notwithstanding clause 9, if the company wishes to make essential and/or fundamental changes to the fee structure or functionality, it will send a change notice to the customer setting out in reasonable detail the changes, including a complete description of any changes to the functionality or features of the platform (if any), the time required to perform the proposed changes, and a binding quote for proposed changes in fees as a result.9.4. The vendor has seven days to terminate this contract if it does not agree with the changes to the platform to be made under clause 9.3 and must notify its intention to terminate the contract within 28 days (from the last day of the notice period).
9.5. During the term of this Agreement, the Company will not withdraw any aspect of the cloud services from service or cease to support any aspect of the cloud services without the customer’s prior written consent.10. Service Levels10.1. The company will use reasonable efforts to ensure the services meet the required service levels at all times as necessary to comply with its obligations under these GTC.
10.2. The company will continuously review the service levels and if it is reasonably concluded that either the service levels should be adjusted or that service levels should be applied to a part or parts of the services to which service levels did not apply at the time of review, the service levels will be adjusted or a new service level introduced.11. Distribution of Digital Products11.1. If your product can be shipped by us in digital form or made accessible via a link, you must provide us with the relevant content or access when you make the product available to us.
11.2. We are entitled to permit end consumers to access those products you offer according to the possibilities and to allow permanent storage. This includes the right of reproduction, making publicly available, making available on request, distribution, and reproduction by all technical means and organizational measures necessary for the fulfillment of the contract and the services for the benefit of the customer as well as the access of the customer or its end users to the services; and to reproduce or use other customer's protected data, obtained or made available without the knowledge of the supplier, will not be considered legitimate without technical necessity, provided that impairment of the agreed level of data protection is excluded.8. Supplier Interdependencies8.1. The engagement of subcontractors is only permissible with the written consent of the customer in the individual case.
8.2. Consent is only possible if the subcontractor has been contractually bound to terms of confidentiality at least comparable to those agreed in this contract. Upon request, the principal shall be given access to the corresponding contracts between the contractor and the sub-contractor.
8.3. The customer’s rights must also be exercisable against the subcontractor. In particular, the customer must be authorized at any time to conduct controls of the subcontractors or to have them conducted by third parties to the extent provided herein without undue delay.
8.4. The responsibilities of the contractor and subcontractor must be clearly delineated.
8.5. Subcontracting by the subcontractor as part of a further subcontract is not permitted.
8.6. The contractor shall ensure that the subcontractor is selected carefully and specifically with regard to the suitability of the technical and organizational measures of the subcontractor.
8.7. The transfer of data processed on behalf of the subcontractor is only permitted if the contractor has documented that the subcontractor has fully fulfilled its obligations. The contractor must provide the customer with the documentation without being requested to do so.
8.8. Subcontractors who exclusively provide processing services from within the territory of the EU or the EEA may only be contracted if the conditions stated in Part IV, sections 4.10. and 4.11. of this Data Protection Regulation are met. In particular, it is only permissible where and as long as the subcontractor provides appropriate data protection guarantees. The contractor shall inform the customer which specific data protection guarantees the subcontractor offers and how they can be evidenced.8.9. The contractor shall conduct a reasonable review of the subcontractor's compliance with its obligations on a regular basis, at least every 12 months. The audit and its results shall be documented in such a way that they can be understood by a knowledgeable third party. The documentation shall be in the form of an audit made available in the system, to be conducted by the contractor in the form of a self-audit.
8.10. If the subcontractor fails to fulfill its data protection obligations, the contractor is liable to the client for this.
8.11. Currently, the subcontractors named with their name, address, and order content in Annex 2 are commissioned to process personal data to the extent specified and approved by the client. The other obligations of the Contractor towards the subcontractors mentioned herein remain unaffected.
8.12. Only services that are directly related to the provision of the main service will be considered sub-contractual relationships within the meaning of this agreement. Ancillary services such as transport, maintenance, and cleaning, as well as the use of telecommunications services or user services, are not covered. The contractor's obligation to comply with data protection and information security remains unaffected in such cases.6. Performance of the platform Services6.1. The company will use the platform in accordance with the provisions of this contract, good industry practice, and all applicable laws and make it available from the date on which the vendor's registration is completed and approved by the company at its sole discretion.
6.2. The vendor has the right to use the platform services in accordance with the terms of this contract (and to allow its end users to utilize them).
6.3. The company will make all reasonable efforts to ensure that every scheduled maintenance work on the platform is conducted outside normal business hours. If the company needs to carry out work within normal business hours, it will make all reasonable efforts to assist the vendor so that such work can be carried out at a time that is as convenient as possible. The company will make every reasonable effort to ensure that any planned maintenance causes as little disruption as possible to the customer and its end users.7. Changes to Platform Services7.1. The company is entitled, without the customer's prior consent, to enhance or update the platform if such improvement or update is required in order to:
7.1.1. Rectify a material error, issue, or defect;
7.1.2. Fix a known or expected security vulnerability; or
7.1.3. To comply with applicable law,7.2. Any change of the platform in accordance with section 9 shall be deemed to constitute scheduled maintenance within the meaning of this contract.
7.3. Without prejudice to clause 9, if the company intends to make any essential and/or material changes to the fee structure or functionality, it will provide the customer with a notice of change describing in reasonable detail the change to be made, including a full description of any changes to the functionality or features of the platform (if any), the time required to implement the proposed changes, and a binding quote for any proposed changes to fees as a result of such changes.
5. Payment Processing & Remuneration5.1. For all sales made by you through our services, we will receive a commission of 3.9%+€1, which our payment service provider will withhold from the end customer's consideration in our favor and pay to us. The basis for calculating the commission is the gross invoice amount in euros (invoice value plus VAT). The gross invoice amount is the remuneration payable by the end customer in euros after taking into account any discounts. Incidental costs, e.g., freight, postage, insurance, etc., are not part of the consideration received by the end customer for the calculation of the commission due to us.
5.2. As a rule, 80% of your sales are paid to you through our payment service provider after the expiration of the 14-day withdrawal period granted to the end customer. The remaining amount will be released for payment after a further 40 days. Payment will be made based on the data you have provided on our website. Objections to our invoice must be communicated to us within 14 days of the billing date. After that, the payment amount is deemed approved.
5.3. Payments will only be made from an amount of 50 euros per compensation balance and, irrespective of the amount, upon termination of this agreement in accordance with the due date rules.
5.4. The remuneration payable to each of your affiliates will be paid by our payment service provider on your behalf in the currency of the brokered transaction at the exchange rate prevailing at the time of the end customer's order. Depending on the currency, additional charges may apply.
5.5. The share payable to your joint venture partner from your joint venture agreement(s) will be paid by our payment service provider on your behalf and for your account in the currency of the brokered transaction at the exchange rate prevailing at the time of the end customers’ order. Additional fees may apply depending on the currency.
5.6. We prepare a detailed monthly statement setting out payments received at our payment service provider, our deducted claims payable, and the amount of remuneration paid to affiliates and joint venture partners.
5.7. Payments made for a breach of the provisions. Remunerations paid under this contract or where it is subsequently proven that the conditions for payment were not met, may be recovered.6. Offering of Products and Services, Transfer of Rights6.1. Once you are registered, you can create products on the platform that you can then use for checkout by your end customers.
6.2. We will determine at our sole discretion whether we will publish these products on our platform.
6.3. You are the provider of the created products. The sales transaction is concluded directly between you as a seller and the purchaser ("end customer").
6.4. There is no entitlement for your product or all products to be published and/or advertised on our platform.
6.5. In addition, we provide you or the affiliates at our discretion with technical capabilities for selling products, which also enable sales on other websites or through other channels (e.g. telephone sales).
6.6. Should we, at our discretion, have reasonable confidence that you are in violation of the provisions of this contract and are therefore preventing us from lawfully publishing your products and legally brokering the product, we will block access to your products and inform you of that blockage and the reasons for it.
6.7. You guarantee that your products may be available, placed on the market, and offered within the European Union and that they comply with all relevant legal requirements. The same obligation applies to all other countries in which your products are offered.
6.8. If you want to use our platform to sell or mediate a product, you are required to provide us with all the information requested by us in the appropriate input mask. These include, in particular, the following information:
6.8.1. Name of the product;
6.8.2. Sales price;
6.8.3. Description of the product;
6.8.4. Availability and term of the contract;
6.8.5. Any shipping costs that may apply;
6.8.6. Legally required information to be observed when advertizing the product;
6.8.7. Texts and images for free advertising of the product;
6.8.8. Legally correct classification of the product, e.g., with reference to the applicability of the Distance Learning Protection Act and the right of withdrawal for consumers, i.e., in particular, whether it constitutes digital content or digital services or a product with specific right of withdrawal requirements.
6.9. You are required to update your products immediately after any change and must comply with legal requirements at all times. You will immediately inform us if any of your products do not comply with legal requirements or if third parties assert this or a violation of their rights.
6.10. You are liable for false or incomplete information or data. Therefore, after setting up your product, please check whether all required information has been entered and is correct. The information you provide allows us to render our services to you and to end customers in compliance with the law.
6.11. If you make information, data, and, if applicable, other content available to us, you assign us the worldwide rights free of charge to use it in online and offline media for the performance of this agreement.7. Provision of platform services7.1. The company provides the vendor with access to the platform following the terms of this agreement and performs its obligations set forth therein so that all services can be provided following the terms of this agreement. Without prejudice to the foregoing, the company, as part of the services, will be responsible for the: 7.1.1. …management and performance of the setup, configuration, integration, and provision of the platform on an end-to-end basis;
7.1.2. …is responsible for regularly monitoring the implementation of all tasks stated on the platform;
7.1.3. …proactively work to identify and mitigate any problems to assist in the completion of any task in a timely manner;
7.1.4. …is responsible for performing all setup tasks related to provisioning the platform;
7.1.5. …ensure that it has completed all necessary developments and internal tests; and
7.1.6. …do all that is necessary (including working with a vendor) to enable the company to provide the vendor and end users with the platform.
7.2. If at any time the company determines that it is unable or unlikely to provide the services as described above, it shall immediately notify the vendor, identifying (in reasonable detail) the reasons and causes of the delay and proposed corrective action and deploying all reasonable resources to correct or mitigate the delay.8. Assurance of Platform Services8.1. From the date the vendor's registration is completed and accepted by the company at its sole discretion, the company shall provide and make the platform available in accordance with the provisions of this contract, good industry practice, and all applicable laws.
8.2. The vendor has the right to use the service(s) in accordance with the terms of this agreement (and allow its end-users to use it).
8.3. The company will use reasonable endeavors to ensure that all scheduled maintenance work on the platform is carried out outside of core business hours. If the company needs to perform work within core business hours, it shall use reasonable efforts to assist the vendor to the fullest extent possible to ensure that such work is carried out at the most convenient time. The company will use reasonable efforts to ensure that scheduled maintenance causes minimal disruption to customers and end users.9. Changes to Platform Services9.1. The Company is entitled to improve or update the platform without the customer's prior consent if such improvement or update is required in order to:
9.1.1. remediate a material defect, error, or problem;
9.1.2. address a known or anticipated security vulnerability; or
9.1.3. comply with applicable law,
9.2. Any change to the platform under clause 9 will be considered planned maintenance under this contract.
9.3. Notwithstanding clause 9, if the company wishes to introduce any essential and/or significant changes to the fee structure or functionality, it will provide the customer with a change notice describing in reasonable detail the proposed change, including a complete description of any changes to the functionality or features of the platform (if any), the time required to implement the proposed change, and a binding quote for any changes to be made to the fees as a result.
9.4. The vendor has seven days to terminate this Agreement if they do not agree with the changes to be made to the platform under Paragraph 9.3, and they must notify their intention to terminate the contract within 28 days (from the last day of the notice period).
9.5. During the term of this agreement, the Company shall provide the support services and any technical support required in connection with the cloud services under this agreement and may not declare any aspect of the cloud services unavailable or unsupported without the prior written consent of the customer.10. Service Levels10.1. The company shall use reasonable efforts to ensure that the services meet the required service levels at all times, as required to fulfill its obligations under these General Terms and Conditions.
10.2. The company will continuously review the service levels, and if it is reasonably concluded that either the service levels should be adjusted or that service levels should be applied to the part or parts of the services for which service levels were not applicable at the time of review, the Service Levels shall be adjusted or new Service Levels introduced.11. Distribution of Digital Products11.1. If your product can be provided in digital form by us or made accessible via a link, you must provide the relevant content or access to us when making the product available to us.
11.2. We are entitled to grant end consumers access to or provide these products subject to your options and allow permanent storage. This includes the right to reproduce, publicly disclose, make available on demand, distribute, and duplicate by any technical and organizational means. Commercial forms of exploitation and distribution: To the extent technically necessary for the fulfillment of the contract, we shall be entitled to process the product to the extent necessary.11.3. If a product is a digital product, the following provisions apply, which take precedence over the other provisions of your terms and conditions in the event of a conflict.11.3.1. A consumer who is a consumer ("end consumer") can request immediate delivery of the product after the conclusion of the contract. You must provide the relevant services without delay. If you fail to comply with this obligation, the consumer may terminate the contract with you.11.3.2. You must supply digital products that comply with statutory requirements. Offering digital products that do not comply with these requirements is not permitted. If you believe it is not possible to offer your product in compliance with the above rules, you must inform us and not permit us to offer the product.
11.3.3. Statutory rights of recourse against you are not affected by these Terms and Conditions.9. Conclusion of Contract4.1. We will act on your behalf based on these "General Terms and Conditions for Affiliates" when you register on our platform CopeCart-Pro.com and agree to the application of these "General Terms and Conditions for Affiliates" by clicking the button to continue & complete registration.
4.2. A condition of entering into a contract to use our services is that you successfully complete the hosted KYC process of our payment service provider.
4.3. Another condition for entering into a contract to use our services is that your registered office does not conflict with applicable sanctions laws and regulations under current EU, US, or UK law.5. Payment Processing and Remuneration5.5. We prepare a detailed monthly statement of payments received by our payment service provider, our deducted claims payable and the amount of remuneration paid to related companies and joint venture partners . A positive balance shall be settled by our payment service provider no later than 15 days after the receipt of funds in the currency of the mediated business at the exchange rate at the time of the end customer order via transfer to the account specified by you.5.6. remunerations, which arise in connection with services paid under this contract or subsequently prove to have not met the conditions necessary for their incurrence, may be reclaimed.6. Offering of Products and Services, Assignment of Rights6.6. If, at our sole discretion, we reach the justified opinion that you are in breach of the provisions of this contract and therefore deny us the lawful publication of your products and the legitimate brokering of the product, we will block access to your products and inform you of this blocking and the reasons for it.
5. Insurance policies and compensation5.7. You shall indemnify us, defend us, and hold us fully indemnified against any claims, liabilities, damages, costs, expenses, or liabilities that may arise from or be associated with your use of this website and the platform.1. Subject of the Contract1.1. CopeCart Pro Ltd (for the purposes of this Part IV "Client") permits the vendor (for the purposes of this Part IV "Contractor") to process personal data for the purpose of performing business (the respective "Main Contract") on behalf of the client. To perform the main contract, the client engages the contractor to process the data in accordance with Art. 28 GDPR, provided that the statutory requirements for this are met. In case of discrepancies, this data processing agreement takes precedence over the main contract.
1.2. The terms used in this contract shall have the meaning as given in the EU General Data Protection Regulation. In this respect, the client is the "controller," and the contractor is the "processor." Where statements are required to be given "in writing" below, written form under § 126 BGB is meant. Otherwise, statements may be given in another form as long as verifiability is provided.2. Nature and Purpose of Data Collection, Processing, or Use2.1. Type and Purpose of Processing. The following processes are involved: collecting, recording, organizing, structuring, storing, adapting or altering, cross-selling, upselling, reading out, using, disclosing by transmission, distributing, or otherwise making accessible, matching or linking, restricting, deleting, or destroying data. Processing is for the following purpose: contract fulfillment, contract processing. Data subjects are affected by the processing.3. Subject and Duration of the Processing3.1. Subject of the Processing. The contractor undertakes the following processing:
3.2. General Personal Data:
3.2.1. Name
3.2.2. Date and place of birth
3.2.3. or residence of a person
3.3. Identification numbers
3.4. Online data
3.5. Processing is based on main contracts existing between the parties.
3.6. Duration: Processing begins on the date of respective main contract and runs indefinitely until terminated by one of the parties.
4. Contractor’s Duties4.1. The contractor processes personal data only in accordance with the contractual agreements or instructions of the client, unless the contractor is legally required to process it in a certain way. If such obligations exist for the contractor, they must inform the client before processing, unless notification is legally prohibited. Furthermore, the contractor may not use the data provided for processing for other purposes, particularly not for its own purposes.
4.2. The contractor confirms that it is aware of the applicable general data protection regulations. It will observe the principles of proper data processing.
4.3. The contractor agrees to maintain the strictest confidentiality when handling processing.
4.4. Persons who may have access to the data processed on behalf must sign a confidentiality agreement in writing unless they are already subject to a corresponding legal obligation of secrecy.
4.5. The contractor guarantees that persons used for processing are familiar with the relevant data protection regulations and this contract before processing begins. Appropriate training and awareness measures must be repeated regularly. The contractor ensures that all persons employed for processing are adequately instructed in compliance with data protection requirements and are continuously supervised.
4.6. In connection with processing, the contractor supports the client in creating and updating the record of processing activities and carrying out the data protection impact assessment. All necessary information and documents are kept available and immediately delivered to the client upon request.
4.7. If the client is subject to an audit by supervisory authorities or other entities or data subjects assert rights against the client, the contractor is obliged to support the client to the necessary extent, insofar as processing is affected on behalf.
4.8. The contractor may only provide information to third parties or the data subject with the client's prior consent. The contractor must promptly forward any inquiries directed at them to the client.
4.9. Where legally required, the contractor appoints a competent and reliable person as data protection officer. No conflicts of interest must exist for the officer. In case of doubt, the client may contact the data protection officer directly. The contractor provides the contact details of the data protection officer promptly to the client or explains why no data protection officer was appointed. The contractor promptly informs the client of any personnel or internal changes of responsibilities related to the officer.
4.10. Processing on behalf generally takes place within the EU or EEA. Transferring to a third country is allowed only with explicit client consent and under the conditions of Chapter V of the GDPR, as well as compliance with this contract's provisions.
4.11. If the contractor is not established in the European Union, they must appoint a contact person in the EU in accordance with Art. 27 GDPR. Contact details of the contact person or changes must be promptly communicated to the client.
5. Notice Obligations5.1. The contractor must inform the client promptly of breaches concerning the protection of personal data. Legitimate suspicions must also be reported. Notification must be sent within 24 hours of the contractor becoming aware of the event to an address specified by the client and include at least the following information:
5.1.1. A description of the nature of the personal data breach, including, where possible, the categories and approximate number of data subjects concerned, and the applicable categories and approximate number of personal data records concerned;
5.1.2. The name and contact details of the data protection officer or another point of contact for further information;
5.1.3. A description of the likely consequences of the personal data breach;
5.1.4. A description of the measures taken or proposed by the contractor to address the personal data breach, including, where applicable, measures to mitigate its possible adverse effects.
5.2. Significant disturbances in order fulfillment and violations by the contractor or their agents towards data protection regulations or provisions of this contract must also be reported promptly.
5.3. The contractor informs the client promptly about inspections or measures by supervisory authorities or other third parties related to order fulfillment.
5.4. The contractor guarantees to support the client in complying with its obligations under Articles 33 and 34 of the GDPR to the extent necessary.6. Technical and Organizational Measures6.1. The data security measures described in Appendix 1 are defined as binding. They define the minimum owed by the contractor. The description must be so detailed that a knowledgeable third party can unequivocally recognize the minimum owed. Reference to information that is not directly derived from this agreement or its appendices is not permitted.
6.2. Data security measures may be adjusted to technical and organizational developments as long as the agreed level is not undershot. Changes necessary to maintain information security must be implemented by the contractor without delay. Changes must be communicated immediately to the client. Essential changes need to be coordinated between the parties.
6.3. Should the security measures taken not or no longer meet the client’s requirements, the contractor must inform the client promptly.
6.4. The contractor assures that data processed on behalf is strictly separated from other data.
6.5. Copies or reproductions must not be made without the knowledge of the client, except for technically necessary temporary copies, provided that impairment of the agreed data protection level is excluded.
6.6. Data processing in private residences is only permitted with the prior written consent of the client in individual cases. Should such processing take place, the contractor ensures that a data protection and information security level corresponding to this contract is maintained and that the client’s inspection rights contained herein remain fully exercisable in the respective private dwellings. In no case is it permitted to process data on behalf of the principal with private devices.
6.7. Dedicated data carriers provided by the client or used for the customer must be specifically marked and subject to continuous management. They must be adequately secured at all times and not accessible to unauthorized persons. Inputs and outputs must be documented.
6.8. The contractor shall regularly, at least every 12 months, provide evidence of the fulfillment of its obligations, particularly the complete implementation of agreed technical and organizational measures and their effectiveness. This can be fulfilled by approved codes of conduct or a certified certification procedure.7. Subcontractor Relationships7.1. Subcontracting is only permitted with the express written consent of the customer in each individual case.
7.2. Consent is only permissible if the sub-contractor has been contractually bound to data protection obligations comparable to those agreed in this contract. Upon request, the client will be given insight into the relevant contracts between the contractor and the subcontractor.
7.3. The rights of the client must also be enforceable against the subcontractor. In particular, the client must be authorized to carry out inspections at the subcontractors at any time to the extent defined therein, or to have them carried out by third parties.
7.4. The responsibilities of both the contractor and subcontractor must be clearly defined.
7.5. Further subcontracting of services by the subcontractor is not permitted as part of a second subcontract.
7.6. The contractor shall carefully select the sub-contractor, paying particular attention to the suitability of the subcontractor’s technical and organizational measures.
7.7. The transfer of data processed on behalf of the subcontractor is permitted only if the contractor has documented that the subcontractor has fully complied with its obligations. The contractor must provide the documentation to the client without being asked to hand it over.
7.8. The engagement of sub-processors who provide processing services exclusively from the territory of the EU or the EEA is permitted only if the conditions laid down in Part IV Sections 4.10. and 4.11 of this Data Protection Regulation are met. It is, in particular, only permitted if and as long as the subcontractor provides adequate data protection guarantees. The contractor shall inform the client of the specific data protection guarantees the subcontractor offers and how these guarantees can be evidenced.
7.9. The contractor conducts an appropriate review of the compliance of the subcontractor with its obligations on a regular basis, at least every 12 months. The audit and its results must be documented in such a way as to be understandable to a knowledgeable third party. Documentation must be kept in the form of an internally conducted audit, which is carried out by the contractor in the form of a self-audit.
7.10. If the subcontractor fails to comply with its data protection obligations, the contractor shall be held liable to the client for this.
7.11. Currently, the subcontractors named by name, address, and order content in Appendix 2 are commissioned to process personal data to the extent specified and authorized by the client herein. Other obligations of the contractor to the subcontractors referred to herein shall remain unaffected.
7.12. Only those services directly related to the provision of the main service shall be construed as subcontract relationships within the meaning of this agreement. Ancillary services, such as transport, maintenance, and cleaning, as well as the use of telecommunications services or user services, are not included. The contractor's obligation to comply with data protection and data security remains unaffected in such cases.8. Rights and Obligations of the Client8.1. The client is solely responsible for assessing the permissibility of the commissioned processing and for safeguarding the rights of data subjects.
8.2. The client issues all orders, sub-orders, or instructions in writing. In urgent cases, instructions may be given orally. The client must confirm such instructions in writing without delay.
8.3. The client must inform the contractor promptly if errors or irregularities are detected during the review of the order results or in relation to the contractor’s activities under this contract or the GDPR.
8.4. The client is entitled to control the{
PART I - General Terms and Conditions for Vendors -
these apply if you wish to offer products as a vendor through CopeCart Pro.com
PART II - General Terms and Conditions for Affiliates -
these apply if you wish to advertise the products of our vendors as an affiliate;
Part III - General Rules for Vendors and Affiliates -
these apply to both vendors and affiliates;
Part IV - Order Processing by Vendors
Part V - Order Processing by CopeCart ProThe parties agree on the following definitions and interpretations in these
Applicable Laws
means applicable in the respective regions:
all laws, regulations, or other subordinate legislation;
and policies, guidelines, or industry codes of regulatory bodies applicable to any party or its assets, resources, or businesses (whether binding or not), that apply to or affect the services, the platform, and/or the provision of the services or to which any of the parties is subject;
is a day that is not a Saturday, Sunday, or public holiday in the Republic of Ireland;
means the date of this agreement;
refers to all information, regardless of how it is conveyed or presented, relating to the disclosing party's business, affairs, operations, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel, clients, and/or suppliers, along with any derived information the receiving party derives from such information, and any other information clearly marked as confidential by a party (whether or not designated as "confidential") or reasonably considered confidential;
refers to all applicable laws with respect to the processing, protection of privacy, and/or the use of personal data applicable to any of the parties or the services, including the General Data Protection Regulationthe Data Protection Acts 1988 to 2018;all laws implementing or supplementing those laws;any laws replacing, extending, reenacting, consolidating, or amending any of the aforementioned laws, and all guidance, guidelines, and codes of conduct issued by the relevant data protection supervisory authorities concerning those data protection laws (whether binding or not);
means any supervisory authority, data protection authority, or regulatory body responsible for enforcing data protection laws;
refers to any person authorized by you as a vendor to use the services, including employees, agents, and consultants of customers;Fees refers to the fees payable under this agreement;
means in relation to any business and any circumstance the degree of skill, care, prudence, and foresight expected from a business exercising the same type of activity in the same circumstances;
refers to the configuration, demonstration, integration, migration, and/or customization services provided by the provider in relation to the platform;
means copyright, patents, rights in inventions, trade marks, service marks, trade names, design rights, get-up rights, database rights, data rights, semiconductor topography rights, mask works, utility models, domain names, rights in computer software, and all similar rights of any type and in each case: (i) whether registered or unregistered, (ii) including any application for protection or registration of such rights, (iii) including any extension and renewals of such rights or applications, (iv) whether existing or arising in the future, and (v) wherever they exist.
refers to any program or code that may prevent, impair, interrupt, disrupt, degrade, destroy, damage, or otherwise have an undesirable effect on programs, computers, systems, software, codes, data, or other information (including viruses, worms, Trojan horses, spyware)
means all information, data, and content which, the Customer or an end user provides to the Supplier while accessing, using, or receiving the services or otherwise in connection with this agreement specifically and exclusively for: the provision of the services for the benefit of the customer or its end users; or customer or its end users’ access to the services; and Customer's Confidential Information in the possession or control of Supplier, Supplier’s direct or indirect subcontractor, or Supplier’s employee;
means a failure or delay by the Customer in the performance of any of its obligations and/or responsibilities;
has the meaning set out in the applicable data protection laws;
means the IT infrastructure, code/coding, know-how, domain hosting, design, and other facilities used to enable the Company to own, control and operate a website, including for the purpose of transmitting contributor content and selling products, goods, and services on the website;
means the date on which the vendor's application is accepted by the company at its discretion.
refers to personal data obtained from or on behalf of the customer or its end users or acquired in connection with fulfilling the supplier’s obligations under this agreement;
24 hours a day;
means the level of performance required of the supplier;
means: (a) the services together with the performance of all other Supplier's obligations under this agreement as amended from time to time in accordance with this agreement;
means any new version of the platform and/or the services provided to correct errors or bugs in the platform and/or the services, including any separate hotfix, maintenance patch, or bug fix;
means Irish value added tax, any tax substituted for it, and any equivalent or similar tax imposed outside of Ireland.
- a reference to this agreement includes its appendices and attachments (if any);
- a reference to a "party" includes its successors and permitted assigns;
- The table of contents and headings of sections, paragraphs, schedules, or other topics in this agreement are for convenience only and do not affect interpretation; Words in the singular include the plural and vice versa;
- all words following "include", "includes", "including", "in particular" or similar words and expressions are understood as illustrative and do not limit the sense of the words, phrases, terms, definitions, or descriptions preceding them;
- The term "written" or "in writing" includes any form of reproducing words in a legible and non-transitory form;
- a reference to legislation is a reference to such legislation as amended, extended, re-enacted, or consolidated from time to time;
- a reference to legislation includes all subordinate legislation made from time to time under it;
- and a reference to an Irish claim, remedy, proceeding, court, official, legal document, legal status, legal doctrine, legal term or matter is deemed to be a reference to the closest equivalent in that jurisdiction outside Ireland. Subject Matter of the Contract 1.1. The CopeCart Pro Ltd. offers entrepreneurial natural and legal persons (vendor, merchants, sellers, service providers, creators, etc.) the opportunity to use various conversion checkouts through which they can offer products and services for sale and handle activities and sales transactions with end customers. In sales transactions, the CopeCart Pro Ltd (the company, we, our, ours, etc.) acts solely as a service provider handling online transactions for products and services between a seller as a vendor ("You", "You", "Your", "Your", etc.) and customers as end customers. The following General Terms and Conditions (T&C) govern the use of our platform copecart-pro.com and all services to be provided by us.1.2. The general terms and conditions for the use of the platform between the company and the vendors expressly stipulate that the company is fully indemnified against any third-party claims related to liability, products, the platform, an alleged violation of copyright, intellectual property or know-how.
1.3. Our performance obligations include the activities and services listed below:
1.3.1. We offer you the opportunity to publish, register, offer your product(s) ("product") or your service(s) ("service") for sale on the copecart-pro.com platform and to promote the checkout. In relation to the end customer, you always act in your own name as a seller or supplier of your service, based on your own general terms and conditions and data protection regulations and thus remain "Merchant of Record".
1.3.2. Acceptance of the intention of the end customer to conclude the contract in your name. Rejection of the end customer's offer to conclude the contract in his name if a payment service provider rejects the customer's payment due to lack of creditworthiness.
1.3.3. Rejection of the end customer's offer to conclude the contract in his name if he or his residence violates applicable sanction laws and regulations under applicable EU, US or UK law.
1.3.4. Making all other legally binding declarations and actions in this context, including the confirmation of the conclusion of the sales transaction sent to the end customer in text form and the issuing of the invoice, whereby in cross-border sales transactions the value added tax is calculated at the applicable rate.
1.3.5. Receipt of the agreed payment from end customers on your behalf by our payment service provider and forwarding on to you by the latter after deduction of our fee.
1.3.6. Mediation between you and the cooperating debt collection service provider, including the transmission of the information required for the purpose of debt collection.
1.3.7. The company may amend the price plan associated with the provision of the services from time to time. Any proposed change to the price plan must be communicated to vendors with a notice period of at least 30 days.
1.4. You may use our services to promote your (potential) affiliates. The affiliate may also engage in affiliate marketing as part of the opportunities offered by copecart-pro.com. Affiliate marketing is an internet-based form of distribution in which you provide your distribution partners (affiliates) with advertising materials that the affiliate may use on its websites or for advertising purposes via other channels such as keyword advertising or e-mail marketing. Within the framework of the possibilities granted by Copecart-Pro.com, you can grant third parties (so-called affiliates) the opportunity to advertise the products you offer. If you want to grant such advertising opportunities, you undertake to provide only truthful, non-misleading information that allows the advertising measure to be legally compliant. 2. Registration 2.1. In order to be able to use the platform's services, the vendor must register in accordance with the registration procedure provided on the platform.
2.2. Registration as a vendor is only possible for natural and legal persons acting as businesses. To register, you must provide truthful information. We are entitled to have the accuracy of this information and your entrepreneurial status substantiated by appropriate evidence. We are also entitled to reject an application for registration without stating any reason.
2.3. If your data changes, you must update it on our website without delay.
2.4. Notwithstanding the provisions in clause 2.2, registration of a vendor cannot be made if the registered business address of the vendor violates applicable sanction lists under EU, US or UK law. 3. Collaboration with Third Parties 3.1. From time to time, the company may require vendors to collaborate with third-party providers. Examples include utilizing a third-party payment service platform. 4. Contract Conclusion 4.1. We will act for you on the basis of these "General Terms and Conditions for Vendors" if you register on our platform CopeCart-Pro.com and consent to the applicability of these "General Terms and Conditions for Vendors" by clicking the button to proceed & complete the registration.
4.2. A prerequisite for concluding a contract for the use of our services is that you successfully pass the hosted KYC process of our payment service provider.
4.3. A further precondition for concluding a contract for the use of our services is that you do not violate applicable sanction laws and regulations under applicable EU, US, or UK law with your place of business. 5. Payment Processing and Compensation 5.1. For all sales that you make through our services, we receive a commission of 3.9% +1€ for each transaction, which our payment service provider deducts from the consideration received from the end customer for the benefit of us and pays out to us. The basis for calculating the commission is the gross invoice amount in euros (invoice value plus VAT). The gross invoice amount is the charge payable by the end customer in euros taking into account any discounts. Incidental costs, e.g. for freight, postage, insurance, etc., are not part of the consideration payable by the end customer for the calculation of the commission due to us.
5.2. As a rule, you will be paid 80% of your sales over our payment service provider after the expiry of the 14-day withdrawal period granted to the end customer. The remaining amount will be released for payment after a further 40 days. Payment will be made on the basis of the data amount you provide on our website. Any objections to our billing must be notified to us no later than 14 days after which the amount shall be deemed approved.
5.3. Payouts are made only from a sum of 50 euros per settlement and independently of the amount at the end of the contract according to the due date regulation.
5.4. The remuneration payable to each of your affiliates will be paid by our payment service provider on your behalf to the affiliate in the currency of the mediated transaction at the exchange rate applicable at the time of the end-customer order. Depending on the currency, additional fees may apply.
5.5. The share to be paid to your joint venture partner from your joint venture agreement(s) will be paid by our payment service provider on your behalf and account in the currency of the mediated transaction at the exchange rate in effect at the time of the end-customer order. Additional fees may apply depending on the currency.
5.6. We provide a detailed monthly statement of payments received by our payment service provider, our deducted entitlements, and the amount of remuneration paid to affiliates and joint venture partners. A positive balance will be settled by our payment service provider within 15 days of receipt of payment in the currency of the mediated transaction at the exchange rate at the time of the end-customer order by transfer to the account you specify.
5.7. Remuneration resulting from a breach of the provisions. Services paid under this contract or where it subsequently becomes apparent that the conditions for their accrual were not met are recoverable. 6. Offer of Products and Services, Transfer of Rights 6.1. Once you are registered, you can create products on the platform, the checkout process of which you can then use for your end customers.
6.2. We will decide at our own discretion whether we publish these products on our platform.
6.3. You are the provider of the created products. The sales business is completed directly between you as a merchant and the buyer ("end customer").
6.4. There is no claim that your product or all products will be published and/or advertised through our platform.
6.5. In addition, we provide you or the affiliates with technical functions for the sale of products at our discretion, which also facilitate sales on other websites or channels (e.g., telephone sales).
6.6. Should we at our discretion come to the well-founded belief that you are violating the provisions of this contract and are thereby denying us the lawful publication of your products and the legal mediation of the product, we will block access to your products and inform you of this closure and the reasons therefor.
6.7. You guarantee that your products are available within the European Union, can be marketed and offered, and meet all relevant legal requirements. The corresponding obligation also applies to all other countries in which your products are offered.
6.8. If you want to use our platform to sell or mediate a product, you are obligated to provide all the information we require in the appropriate input mask. This includes in particular the following information:
6.8.1. Product Name;
6.8.2. Sales price;
6.8.3. Product description;
6.8.4. Availability and term of the contract;
6.8.5. Any shipping costs that may apply;
6.8.6. Legally required information that must be observed when advertising the product;
6.8.7. Texts and images for the free advertisement of the product;
6.8.8. Legally correct classification of the product, e.g., regarding the applicability of the Distance Teaching Protection Act and the right of withdrawal for consumers, i.e., in particular, whether it pertains to digital content or digital services or a product with particularities in respect of the right of withdrawal.
6.9. You are obliged to update your products immediately after any change and must comply with legal requirements at all times. You shall inform us immediately if any of your products do not comply with legal requirements or the requirements of this contract or if third parties claim this or a violation of their rights.
6.10. You are liable for incorrect or incomplete information or data. Please, therefore, verify after setting up your product whether all the necessary information has been entered and is correct. The information you provide allows us to provide our services for you and the end customers in compliance with the law.
6.11. If you provide us with information, data, and possibly other content, you grant us free worldwide rights to use these for the purpose of executing this contract in online and offline media. 7. Provision of Platform Services 7.1. The company provides access to the platform to the vendor according to the terms of this agreement and meets its obligations set forth therein to ensure that all services can be rendered in accordance with the terms of this agreement. Notwithstanding the foregoing, the company, as part of its services, shall:
7.1.1. …be responsible for managing and carrying out the configuration, customization, integration, and delivery of the platform on an end-to-end basis;
7.1.2. …monitor all tasks stated on the platform regularly;
7.1.3. …proactively work to identify and resolve any issues to ensure timely completion of each task;
7.1.4. …be responsible for carrying out all configuration work required in connection with providing the platform;
7.1.5. …ensure that necessary development and internal tests have been completed; and
7.1.6. …do everything necessary (including cooperating with a vendor) to allow the company to provide the platform to vendors and end users.
7.2. If at any time the company finds that it cannot or may not deliver the services as described above, it will inform the vendor without delay, stating (in reasonable detail) the reasons and causes of the delay and proposing corrective measures, while making all reasonable resources available to eliminate or reduce the delay. 8. Ensuring Platform Services 8.1. From the date the vendor registration is completed and accepted by the company at its discretion, the company makes the platform available in accordance with the provisions of this agreement, good industry practice, and all applicable laws.
8.2. The vendor has the right to use the services according to the conditions of this contract (and to allow its end users to use them).
8.3. The company makes all reasonable efforts to ensure that all scheduled maintenance on the platform is carried out outside of regular business hours. If the company must conduct work within regular business hours, it will make every reasonable effort to assist the vendor so that this work can be carried out at the most convenient time possible. The company makes all reasonable efforts to ensure that scheduled maintenance has the least possible impact on the customer and their end users. 9. Changes to Platform Services 9.1. The company is entitled to improve or update the platform without prior consent from the customer if such improvement or update is necessary to:
9.1.1. correct a material defect, error, or omission;
9.1.2. remedy a known or foreseeable security vulnerability; or
9.1.3. comply with applicable laws,
9.2. any platform modification under clause 9 is considered scheduled maintenance within the terms of this agreement.
9.3. Notwithstanding clause 9, if the company wishes to make essential and/or fundamental changes to the fee structure or functionality, the company will provide the customer with a change notice outlining the changes in reasonable detail, including a complete description of all changes to platform functionality or features (if any), the time required to implement the proposed changes, and a binding statement of the proposed changes to fees as a result of such change.
9.4. The vendor has a 7-day period to terminate this contract if they do not agree with the changes according to clause 9.3. planned to be made to the platform and must communicate their intention to terminate within 28 days (after the last day of cancellation period).
9.5. The company provides support services and any technical support required in relation to the cloud services throughout the entire term of the contract and may not declare any aspect of the cloud services as no longer available or unsupported without prior written consent from the customer. 10. Service Levels 10.1. The company makes all reasonable efforts to ensure that the services meet the required Service Levels at all times, which, at its sole discretion, are necessary to fulfill its obligations under these T&Cs.
10.2. The company will continually review the Service Levels, and if it reasonably concludes that either the Service Levels should be adjusted, or that Service Levels should be applied to any part or parts of the services to which Service Levels did not previously apply at the time of the review, the Service Levels will be adjusted or a new Service Level introduced. 11. Distribution of Digital Products 11.1. If your product is sent by us in digital form or can be accessed online, you must provide us with the corresponding content or access when making your product available to us.
11.2. We are authorized to grant or provide access to these products to end customers according to the options offered by you and permit permanent storage. This includes the right of reproduction, public access, access on demand, distribution, and reproduction using all technical and organizational means. Commercial exploitation and distribution forms: to the extent it is technically required to fulfill the contract or necessary for commercial exploitation, we are authorized to process the product to the necessary extent.
11.3. If a product is a digital product, the following provisions apply, which prevail over other provisions of your Terms and Conditions in case of conflicts:
11.3.1. A consumer end customer ("consumer end customer") can demand the provision of the product immediately after concluding the contract. You must deliver the corresponding services without delay. If you do not fulfill this obligation, the consumer-end customer can cancel the contract with you.
11.3.2. You provide digital products that comply with the legal requirements made available. Offering digital products that do not meet these requirements is prohibited. If you believe it is impossible to offer your product in accordance with the above regulations, you must notify us and do not allow us to offer the product.
11.3.3. Legal recourse rights against you remain unaffected by these Terms and Conditions. 12. Joint Ventures of Vendors 12.1. Two vendors can form a joint venture partnership for a product by using the functionalities of our platform. Applicant for forming a joint venture is the vendor of the product (the "applicant"). The applicant remains our contractual partner for the respective product according to these conditions.
12.2. With the formation of the joint venture, the applicant's payment claim is reduced by the applicant-named beneficiary vendor's claim ("beneficiary").
12.3. We are not involved in the contract that the applicant and the beneficiary conclude for the purposes of the joint venture. 13. Prohibited Products 13.1. The following categories of products must not be offered:
13.1.1. Sexually offensive products;
13.1.2. Alcohol, tobacco, and medication;
13.1.3. Products that discriminate against third parties on grounds of ethnicity, gender, religion, nationality, disability, sexual orientation, or age;
13.1.4. Products that infringe on third-party rights, particularly trademarks, patents, or other legal protections for which there are statutory advertising prohibitions or restrictions;
13.1.5. Products that can only be sold to end customers after an age verification (e.g. FSK 18 content);
13.1.6. Any product that has been classified as illegal or for which the vendor has not been authorized. 14. KYC, Taxes, and Obligations 14.1. Before publishing your product, you must first undergo the identification procedure (Know Your Customer - KYC) offered by our payment service provider. This procedure is similar to identification procedures regularly required by banks from their customers to prevent money laundering and ensures that you or your company (natural or legal person) can be identified as a seller and the authorized recipient of payments.
14.2. Insofar, as we are obliged to pay taxes or duties for payments to be made to you, the remuneration payable to them will be reduced by the corresponding amount, and we will make the corresponding payments to the appropriate authority. Otherwise, you are solely responsible for the proper taxation of your income. 15. Data Protection, Use of Customers for Advertising Purposes, Double-Opt-In
15.1. When creating a product on our platform, you must state the truth and following legal requirements, which personal data of an end customer you need from us to be able to provide our services to your end customer as part of the sales business.
15.2. If we transmit personal data of an end customer to you in this context, you may only process this data for the purpose of fulfilling this objective or if you are otherwise entitled by law to do so.
15.3. If you act for us as a processor in this context, the processing agreement applies.
15.3. Likewise, it is forbidden to you to process personal data of end customers violating data protection, and violations of this provision entitle us to terminate the contractual relationship with you without notice. Further claims shall remain unaffected.
15.4. You are only permitted to use personal data of end customers for advertising purposes if the legal conditions are met. The transmission of contact data by us does not imply that this data may be used for advertising purposes, such as email newsletters, without fulfilling the necessary requirements. If we notify you that one of your customers has given us their consent to receive a newsletter from you by email, we will not verify this opt-in through a double opt-in. We recommend that you independently perform a double opt-in to provide proof required by the jurisprudence that an opt-in has been granted. Otherwise, you may not be able to prove that a customer actually consented to receive advertising emails.
15.5. If we give you the opportunity to use the data provided to you in other internet offers (e.g., newsletter tools), it is your responsibility to establish the legal basis for this transfer and conclude any necessary agreements between you and the recipient of the data. 16. Use of "CopeCart Pro" or "CopeCart-Pro.com" We grant you permission to use the name "CopeCart Pro" or "CopeCart-Pro.com" only insofar as it is necessary to indicate in customary; fashion that a product can be purchased through CopeCart-Pro.com. Any other use of our trademarks requires our prior approval. 17. Services from Third Parties If we provide you with the possibility to transmit data from your account to services offered by third parties or receive data from them at our discretion, we are not the provider of these services nor responsible for them. 18. Indemnification You indemnify us from harm, defend us, and hold us harmless from all claims, proceedings, damages, costs, expenses, or liabilities arising from or relating to your use of this site and platform.
2.2. Registration as an affiliate is only possible for entrepreneurial natural and legal persons. You are obligated to provide truthful information for the registration. You can cancel your registration at any time with one week's notice. If your information changes, you must immediately update it on our website.
2.3. We are entitled to check your entrepreneurship as well as the accuracy of your information by suitable evidence. We are also entitled to reject a registration application without giving reasons and/or delete it. 3. Contract Conclusion 3.1. We will act for you based on these "General Terms and Conditions for Affiliates" if you register on our platform CopeCart-Pro.com and agree to the validity of these "General Terms and Conditions for Affiliates" by clicking on the button to proceed & complete registration.
3.2. A condition for concluding the contract for using our services is that you successfully pass the hosted KYC process of our payment service provider.
3.3. A further prerequisite for concluding a contract for using our services is that your place of business does not violate applicable sanction laws and regulations under applicable EU, US, or UK law. 4. Payment Processing and Compensation 4.1. Your claim for remuneration is directed not against us but the vendor. You are not entitled to compensation if you are simultaneously a partner and seller of the same product.
4.2. For all sales you make with end customers through our services, you have a commission agreement with the respective vendor. Our payment service provider pays out the resulting commission to you by deducting it from the consideration paid by the end customer. A positive balance will be paid out by our payment service provider within 15 days of receipt of payment in the currency of the mediated transaction at the exchange rate at the time of the end-customer order by transfer to the account you specified. The basis for determining your remuneration is our billing system. You are entitled to provide counter-evidence.
4.3. 80% of your commission will be refunded to you after the customer's purchase. 14-day right of withdrawal will be paid to you through our payment service provider. The remaining amount will be paid to you after a further 40 days. Payment is based on the data you have entered on our website. Any objections to our billing must be communicated to us within 14 days of the billing date. Afterward, the payout amount is considered approved.
4.4. A payout is only made from an amount of 50 euros per compensation balance and independent of the amount upon termination of the contract in accordance with the due date regulation. Remunerations arising from a violation of the provisions. Services paid under this agreement or where it subsequently becomes apparent that the conditions for their entitlement were not met can be reclaimed. 5. Collaboration with Third Parties 5.1. In addition, you acknowledge that you need to use third-party services such as payment service providers from time to time. You confirm that you have convinced yourself of the suitability of these services and that by agreeing to the purchase of products on their platform, you are bound by their terms of use (or others) of these third parties.
3.2. You particularly acknowledge and accept that you are only related to the company as a third-party user of a platform service and have no rights or claims against companies.
3.3. Except for death or personal injury caused by negligence of any of the parties, or fraud or deliberate non-performance or indemnification claims, the company’s liability for any claim, whether arising in contract, tort (including negligence) or otherwise for any loss or damage arising out of or in connection with this agreement or otherwise, shall in no event exceed one hundred percent (100%) of the fees paid by the vendor in relation to an occurrence or series of interconnected occurrences during the twelve (12) months preceding the date on which the claim arose, always subject to that the company will under no circumstances be liable for:
3.3.1. loss of profits;
3.3.2. loss of business opportunities;
3.3.3. depreciation of goodwill or similar losses;
3.3.4. expected savings loss;
3.3.5. time loss; and
3.3.6. any special, incidental, indirect or consequential damages including lost damages or costs. 4. Applicable Law and Jurisdiction 4.1. The contract shall be governed exclusively by the law of the State of Ireland. The international private law shall not apply, as far as it can be waived.
4.2. Exclusive jurisdiction for all disputes related to this agreement is our registered office. We are also entitled to sue our contractual partner at one of their legal locations to make use of them. 5. Severability Clause If individual provisions of these terms and conditions are ineffective or become ineffective in whole or in part, this does not affect the validity of the remaining provisions, unless that by the removal of individual clauses, one party is unreasonably disadvantaged to such an extent that adherence to the contract can no longer be expected. 6. Force Majeure If a party delays or prevents the performance of any of its obligations under this agreement (except a payment obligation) due to circumstances beyond its control, this does not constitute a breach of this agreement as it is a delay in performance. However, if the delay in performance exceeds 3 months, the other contracting party may terminate this agreement with immediate effect by providing at least 5 days' written notice to the other party. 7. Subcontracting This agreement is individualized for the parties, and no party may assign, transfer, subcontract, or otherwise divide this agreement or any right or obligation from this agreement without prior written consent from the other party (which may not be unreasonably withheld or delayed). Each Contracting Party is free to assign this agreement to an affiliate of the contract party who is able to fulfill the contracting party's obligations under this agreement fully.
1.2. The terms used in this contract are to be understood according to their definition in the EU General Data Protection Regulation. In this sense, the client is the "controller" and the contractor the "processor". Where statements must be made "in writing" below, it refers to the written form according to § 126 BGB. Otherwise, statements can also be made in other forms, as long as an appropriate verifiability is ensured. 2. Nature and Purpose of Data Collection, Processing or Use 2.1. Nature and purpose of processing. The following processing takes place: collection, recording, organization, structuring, storage, adaptation or alteration, cross-selling, upselling, retrieval, use, disclosure by transmission, dissemination or otherwise making data available, alignment or combination, restriction, erasure or destruction of data. The processing serves the following purpose: contract execution, contract processing. Data subjects affected by the processing. 3. Subject and Duration of Processing 3.1. Subject of processing. The contractor takes over the following processing:
3.2. General Personal Data:
3.2.1. Name
3.2.2. Date and place of birth
3.2.3. or the residence of a person
3.3. Identification numbers
3.4. Online data
3.5. The processing is based on the main contracts existing between the parties.
3.6. Duration: The processing starts with the date of conclusion of the respective main contract and runs indefinitely until this contract or the main contract is terminated by either party.
4. Obligations of the Contractor 4.1. The contractor processes personal data exclusively according to the contractual agreements or the client's instructions, unless the contractor is legally obliged to process it in a specific way. If such obligations apply to the contractor, he must inform the client before processing, unless such notification is legally prohibited. Furthermore, the contractor may not use the provided data for processing for other purposes, especially not for their own purposes.
4.2. The contractor confirms that they are aware of the relevant general data protection regulations. They will observe the principles of proper data processing.
4.3. The contractor is committed to maintaining strict confidentiality in handling.
4.4. Persons who may acquire knowledge of the data processed by the order must commit in writing to confidentiality unless they are already subject by law to an equivalent confidentiality obligation.
4.5. The contractor ensures that the persons employed for processing have been familiarized with the relevant provisions of data protection and this agreement before processing begins. Appropriate training and awareness-raising measures are to be repeated regularly. The contractor ensures that persons employed for processing are adequately instructed and continuously monitored concerning compliance with data protection requirements.
4.6. In connection with processing, the contractor supports the client in creating and updating the processing activities directory and conducting the data protection impact assessment. All necessary information and documents must be kept and provided to the client upon request without delay.
4.7. Suppose the client is subject to supervision by authorities or other entities, or data subjects assert rights against them, the contractor must assist the client to the necessary extent, as far as the commissioned processing is affected.
4.8. The contractor may only provide information to third parties or the data subject with the prior consent of the client. The contractor will promptly forward requests addressed directly to them to the client.
4.9. Where legally required, the contractor must designate a competent and reliable person as a data protection officer. It must be ensured that there are no conflicts of interest for the person concerned. In doubtful cases, the client can contact the data protection officer directly. The contractor shall promptly provide the client with the contact details of the data protection officer or explain why a data protection officer has not been appointed. The contractor shall promptly notify the client of any change in the person or internal tasks of the officer.
4.10. Processing takes place within the EU or EEA. A shift to third countries may only happen with the explicit consent of the client and under the requirements of Chapter V of the General Data Protection Regulation and compliance with the contract's provisions.
4.11. If the contractor is not based in the European Union, it designates a responsible contact person in compliance with Art. 27 of the General Data Protection Regulation. The contact details of the contact person or any changes in the contact person must be communicated to the client without delay. 5. Reporting Obligations 5.1. The contractor must immediately inform the client of any violations of personal data protection. Justified suspicions must also be reported. Reports must be sent to an address specified by the client within 24 hours of the contractor becoming aware of the respective event. They must at least contain the following information:
5.1.1. A description of the type of personal data protection breach, including, where possible, the affected categories of protection and approximate number of affected persons, affected categories, and the approximate number of affected personal data records.
5.1.2. The name and contact details of the data protection officer or other contact points for further information;
5.1.3. A description of the likely consequences of the personal data breach;
5.1.4. A description of the measures the contractor has taken or proposes to take, to remedy the personal data breach, including where applicable, measures to mitigate its possible adverse effects.
5.2. Significant disruptions in order fulfillment and breaches by the contractor or its assistants against data protection regulations or this contract must also be reported immediately.
5.3. The contractor shall promptly inform the client about inspections or measures by supervisory authorities or other third parties, insofar as they relate to the commissioned processing.
5.4. The contractor ensures the client in fulfilling their obligations under Art. 33 and 34 of the General Data Protection Regulation, insofar as this is necessary. 6. Technical and Organizational Measures 6.1. The data security measures described in Annex 1 are defined as binding. They determine the minimum due from the contractor. The measure description must be so detailed that an expert third party can recognize the minimum owed due to the description. References to information not directly derived from this agreement or its annexes are not permissible.
6.2. The data security measures may be adjusted to technical and organizational development as long as they do not fall below the agreed level. Any changes required to maintain information security must be implemented by the contractor without delay. Changes must be communicated to the client without delay. Substantial changes must be agreed upon between the parties.
6.3. Suppose the security measures do not meet or no longer meet the client's requirements, the contractor must immediately inform the client.
6.4. The contractor ensures that the data processed on behalf is strictly segregated from other datasets.
6.5. Copies or reproductions may not be made without the knowledge of the client. This does not apply to technically necessary temporary copies, as long as impairment of the agreed data protection level is excluded.
6.6. Data processing in private homes is only permitted with the prior written consent of the client in individual cases. If such processing occurs, the contractor ensures that data protection and data security levels correspond to this agreement, and the client's control rights are fully exercisable in the respective private homes. Processing of data on behalf of the client using private devices is not permitted.
6.7. Dedicated data carriers originating from or used for the customer must be clearly marked and subject to continuous management. They must always be properly stored and inaccessible to unauthorized persons. Inputs and outputs are documented.
6.8. The contractor must regularly prove the fulfillment of his obligations, especially the complete implementation and effectiveness of the agreed technical and organizational measures. The proof must be provided to the client every 12 months at the latest and at any time upon request. Proof can be provided through an approved code of conduct or an approved certification method. 7. Relationships with subcontractors 7.1. Subcontractor employment is only allowed with the client's written consent in individual cases.
7.2. Consent is only possible if the subcontractor is contractually obligated to data protection obligations comparable to those agreed in this agreement. On request, the client receives insight into the corresponding contracts between the contractor and the subcontractor.
7.3. The client's rights must also be effectively enforceable against the subcontractor. In particular, the client must be authorized to conduct controls at the subcontractors at any time to the extent specified here or to have them carried out by third parties.
7.4. The responsibilities of the contractor and subcontractor must be clearly delineated.
7.5. The subcontract's further awarding by the subcontractor is not allowed.
7.6. The contractor carefully selects the subcontractor, especially concerning the suitability of the subcontractor's technical and organizational measures.
7.7. Data processed on behalf of the contractor may only be passed on to the subcontractor if the contractor has documented that the subcontractor has completely fulfilled its obligations. The contractor must provide this documentation to the client unsolicited.
7.8. Employing subcontractors who don't provide processing services exclusively from within the EU or EEA is only allowed if the conditions mentioned in Part IV sections 4.10. and 4.11. of this data protection agreement are met. It is only permissible if and as long as the subcontractor provides adequate data protection guarantees. The contractor informs the client of the specific data protection guarantees provided by the subcontractor and how proof can be furnished.
7.9. The contractor conducts an appropriate review of the subcontractor's compliance with obligations regularly, at least every 12 months. The audit and its results must be documented so comprehensively that they are understandable by an expert outsider. The documentation is carried out in a system-provided audit made by the contractor in the form of a self-audit.
7.10. If the subcontractor doesn't fulfill its data protection obligations, the contractor is liable to the client for it.
7.11. Currently, the subcontractors with their names, addresses, and scope of order mentioned in Annex 2 are tasked with processing personal data within the range approved by the client. Other obligations mentioned here of the contractor towards subcontractors remain unaffected.
7.12. Only those services that are directly associated with providing the main service constitute subcontract relationships within the meaning of this agreement. Ancillary services such as transportation, maintenance, and cleaning, and the utilization of telecommunication services or user services, are not included. The contractor's obligation to comply with data protection and data security remains unaffected. 8. Rights and Obligations of the Client 8.1. The client is solely responsible for assessing the permissibility of order processing and for safeguarding the rights of data subjects.
8.2. The client places all orders, suborders, or instructions in documented form. In urgent cases, instructions can be given orally. The client must confirm such instructions in writing without delay.
8.3. The client must immediately inform the contractor if errors or inconsistencies are detected in the order results.
8.4. The client is entitled to control compliance with data protection regulations and contractual agreements by the contractor to an appropriate extent, especially by obtaining information and reviewing stored data and data processing programs, as well as through other local controls. Persons authorized to supervise are granted access by the contractor in the required extent. The contractor is obliged to provide the information, display procedures and produce proofs needed to conduct supervision. 9. Instructions 9.1. The client reserves the right to provide comprehensive instructions for order processing.
9.2. The client and contractor designate in Annex 3 the individuals authorized to give and receive instructions exclusively.
9.3. In case of change or prolonged absence of the named persons, the other party must be informed immediately about potential successors or representatives.
9.4. The contractor will notify the client without delay if an instruction from the client seems to him to violate legal regulations. The contractor is authorized to suspend implementation of the instruction until confirmed or changed by the competent person of the client.
9.5. The contractor documents instructions received and their implementation. 10. Service Ties The contractor's tasks and measures in order processing are carried out free of charge. No compensation is paid. 11. Special Right of Revocation 11.1. The client can terminate the main contract and this contract at any time without notice ("extraordinary termination") if the contractor violates data protection regulations or provisions of this agreement in a serious way, if the contractor is unable or unwilling to execute a legitimate instruction from the client, or if the contractor refuses to fully comply with the client's control rights.
11.2. A serious violation occurs when the contractor fails to fulfill or fulfills the obligations, particularly the agreed technical and organizational measures mentioned in this contract to a significant extent.
11.3. In case of insignificant violations, the client sets an appropriate time frame for remediation. If remediation doesn't occur in time, the client is entitled to extraordinary termination per this section.
11.4. The contractor reimburses the client for all costs incurred by the client due to early termination of the main contract or early termination of the main contract. 12. Termination of the Order 12.1. Upon termination of the contractual relationship or any other demand by the client, the contractor will destroy the processing data according to the client's choice or hand it over to the client. Any existing data copies must also be destroyed. The destruction must be performed so that restoring even residual information with reasonable effort is no longer possible.
12.2. The contractor must ensure the prompt return even for subcontractors.
12.3. The contractor must provide proof of proper destruction and submit to the client without delay.
12.4. Documentation proving proper data processing must be kept by the contractor beyond the end of the contract according to respective legal retention periods. The contractor can hand them to the client upon termination of the contract for relieving the client. 13. Liability 13.1. The contractor carries the burden of proof that damage is not attributable to it for reasons it must represent when regarding concerning data processed within this contract. Until this proof is provided, the contractor indemnifies the client against all claims that are asserted against the client in connection with the commissioned processing. Under these conditions, the contractor also reimburses the client for all incurred legal defense costs.
13.2. The contractor is liable to the client for damages caused culpable by the contractor, its employees, or subcontractors entrusted with contract execution or used subcontractors in connection with providing the commissioned contractual service.
13.3. Part IV paragraphs 13.1. and 13.2. don't apply when the damage is caused by proper execution of commissioned service or an instruction from the client.
13.4. The client gives no guarantees, assurances, or recommendations regarding the contractor's products, their suitability for sale, or any other side demands and accepts no liability concerning the products sold. 14. Rules for Data Correction, Deletion, and Blocking 14.1. The contractor corrects, deletes or blocks data processed in the order only following the contractual agreement or according to the client's instructions.
14.2. The contractor must always comply with the client's respective instructions beyond this contract's termination. 15. Contractual Penalty For each culpable violation of an obligation from this data processing contract, the contractor agrees to pay a contractual penalty to the client, the estimate of which lies at the reasonable discretion of the client and which is subject to judicial review in the event of a dispute. Claims beyond the contractual penalty remain unaffected. The contract penalty doesn't affect other client claims.
16. Transmission to Third Countries To ensure an adequate level of data protection for the transmission of personal data to third countries, CopeCart Pro Ltd. uses the standard contractual clauses approved by the European Commission. These clauses govern the processing of personal data by our processors and ensure compliance with data protection regulations both in the EU and the respective third country. We also refer to our general terms and conditions and data protection policy. 17. Miscellaneous 17.1. Both parties are obliged to treat all knowledge of business secrets and data security measures of the other party acquired in the course of the contractual relationship confidentiality even after the end of the contract. Where there's doubt whether information is subject to confidentiality, it must be treated confidentially until it's released in writing by the other party.
17.2. If the client's property is endangered by third parties' activities (e.g. seizure or confiscation), by insolvency or settlement proceedings, or other events, the contractor must immediately inform the client.
17.3. Additional agreements must be made in writing.
17.4. The right to withhold according to § 273 BGB is excluded concerning processed data and associated data carriers.
17.5. If individual parts of this contract are ineffective, the validity of the rest of the agreement remains unaffected. 18. Annex 1 – Technical and Organizational Measures The contract-related technical and organizational measures to ensure data protection and data security that the contractor must install and maintain continuously are listed below. The goal is particularly to ensure the confidentiality, integrity, and availability of the information processed on behalf.
Confidentiality (Art. 32 para. 1 lit. b GDPR)
18.1. Access Control: No unauthorized access to data processing systems, e.g. magnetic or chipcards: magnetic or key, electric door openers, plant security or porter, alarm systems, video systems;
18.2. Access Control: No unauthorized use of the system, e.g. (secure) passwords, automatic lock mechanisms, two-factor authentication, encryption of media: (secure) passwords, automatic lock mechanisms, two-factor authentication, encryption of media;
18.3. Access Control: No unauthorized reading, copying, modification, or removal within the system, e.g.: authorization concepts and need-based access rights, logging access;
18.4. Separation Control Separate processing of data obtained for different purposes, e.g. multi-tenancy capability, sandboxing;
18.5. Pseudonymization (Art. 32 para. 1 lit. a GDPR; Art. 25 para. 1 GDPR) Processing of personal data in a manner that can no longer be attributed to a specific data subject without the addition of further information, provided that these additional information is stored separately and subject to appropriate technical and organizational measures;
Integrity (Art. 32 para. 1 lit. b GDPR)
18.6. Transmission Control No unauthorized reading, copying, changing during electronic transmission or transport, e.g. encryption, virtual private networks (VPN), electronic signature: Encryption, Virtual Private Networks (VPN), Electronic Signature;
18.7. Input Control Determining whether and by whom personal data was entered, changed, or removed in data processing systems, e.g. logging, document management: Logging, Document Management;
Availability and Resilience (Art. 32 para. 1 lit. b GDPR)
18.8. Availability Control Protection against accidental or intentional destruction or loss, e.g. backup strategy (online/offline; on-site/off-site): Backup strategy (online/offline; on-site/off-site), uninterrupted power supply (UPS), virus protection, firewall, alerting paths and emergency plans;
Rapid Recoverability (Art. 32 para. 1 lit. c GDPR);
18.9. Privacy Management;
18.10. Incident Response Management;
18.11. Privacy-friendly defaults (Art. 25 para. 2 GDPR); 19. Order Control 19.1. No order processing according to Art. 28 GDPR without the corresponding instruction of the client, e.g.: Clear contract design, formalized order management, strict selection of the service provider, preliminary obligation to convince, follow-up checks. 20. Appendix 2 – Subcontractors
Marketing MBA, Office 1906 Jumeirah Business Centre 3, Cluster Y, Jumeirah Lake Towers, Dubai, United Arab Emirates. rp@aiv.group (CEO Raoul Plickat)
20.1. Tools and programs used by the subcontractor that process personal data:
20.1.1. Slack Technologies Limited: Salesforce Tower 60 R801, North Dock Dublin Ireland privacy@slack.com
20.1.2. Monday.com: Monday.com Ltd, 6 Yitzhak Sadeh Street, Tel Aviv-Yafo, 677750 https://monday.com/helpcenter/
20.1.3. Notion: Hendrik Beck & Sascha Rehbock GbR, Hanauer Str.3,61118 Bad info@getgamma.app
20.1.4. Google: Google Workspace Google Analytics Google Tag Manager Google Ireland Limited Gordon House, Barrow Street Dublin 4 Ireland deutschland@google.com
20.1.5. Zoom: Zoom Video Communications, Inc. 55 Almaden Blvd, Suite 600, San Jose, CA 95113, USA privacy@zoom.us
20.1.6. Calendly: Calendly LLC,1315 Peachtree St NE, Atlanta, GA 30309, USA privacy@calendly.com
20.1.7. WebinarJam: 7660 Fay Ave Ste H184, La Jolla, California, 92037, United States support@webinarjam.com
20.1.8. Close CRM: Elastic Inc, PO Box 1145, Jackson, WY 83001, USA dpo@close.com
20.1.9. Keeping: Katsu Ventures LLC, 90 State Street, Suite 700, Albany, NY 12207 support@keeping.com
20.1.10. Active Campaign: Active Campaign LLC, 1 N Dearborn St Fl 5, Chicago, Illinois, 60602, United States help@activecampaign.com
20.1.11. WebSMS: LINK Mobility Austria GmbH, Brauquartier 5/13, 8055 Graz, AUSTRIA office.at@linkmobility.com
20.1.12. Slido: Cisco Systems, Inc, Legal Department, 170 West Tasman Dr, San Jose, CA 95134 USA support@slido.com
20.1.13. Jotform: Jotform Inc. 4 Embarcadero Center, Suite 780, San Francisco CA 94111 support@jotform.com
20.1.14. WebFlow: WebFlow Inc, 398 11th Street, Floor 2, San Francisco, CA 94103 support@webflow.com
20.1.15. Clickfunnels: Clickfunnels LLC, 3443 W Bavria St, Eagle, Idaho 83616, US support@clickfunnels.com
20.1.16. funnelcockpit: Denis Hoeger Caballero, Nobelstr- 3-5, 41189 Mönchengladbach, Germany support@funnelcockpit.com
20.1.17. Kajabi: Kajabi LLC, 333 El Camino Real Ste 200 Tustin California 92780, US support@kajabi.com
20.1.18. AkcademyOcean: Netpeak Group Ltd, 43 Cherni Vrah Blvd, Sofia, Bulgaria gdpr@netpeak.net
20.1.19. CopeMember: CopeMember Technology Ltd, Gialousas 63, 3071 Limassol, Cyprus info@copemember.com
20.1.20. CopeCart Pro: CopeCart Pro Ltd. Ground Floor, 71 Lower Baggot Street, Dublin 2, Co. Dublin, D02 P593, Ireland
20.1.21. Matomo: Matomo Ltd, 150 Willis St, Mount Victoria, 6011, New Zealand privacy@matomo.org
20.1.22. cookiebot: Usercentrics A/S, Havnegade 39, 1058 Copenhagen, Denmark mail@cookiebot.com
20.1.23. Hotjar: Hotjar Ltd, Dragonara Business Centre 5th Floor, Dragonara Road, Paceville St. Julian's STJ 3141 Malta support@hotjar.com
20.1.24. Zapier: Zapier, Inc. 548 Market St. #62411. San Francisco, CA 94104- 5401, USA contact@zapier.com
20.1.25. vimeo: Vimeo Inc, 330 W 34th St Fl 5, New York City, New York, 10001, USA support@vimeo.com
20.1.26. vidalytics: Vidalytics LLC, 340 S Lemon Ave, Walnut, California, 91789,USA hi@vidalytics.com
21. Annex 3 – Authorized Persons The following persons are authorized to issue and receive instructions: The Controller in the sense of Art. 4 No. 7 GDPR
22. Annex 4 – Data Protection Officers
The contractor currently has an external data protection officer: Williams-Connect Management Janko Williams Straße der Jugend 18 14974 Ludwigsfelde kontakt@williams-connect.eu
1.2. The data concerned belong to the client's and their customers. This includes, in particular, names, addresses, communication data, behavioral data, contract data, and payment data. 2. Liability and Instruction Rights of the Client 2.1. The client is the "controller" in the sense of Art. 4 No. 7 GDPR for the purposes of order processing. They are responsible for complying with legal data protection regulations, especially the legality of data transmission to the contractor and the legality of data processing by the contractor.
2.2. The customer has the right at any time to issue instructions supplementing the main contract concerning the nature, scope, and procedure of the processing of personal data. Instructions must, as far as possible, be issued via the website copecart-pro.com, otherwise in text form. Instructions not covered by the contract for the use of copecart-pro.com are chargeable, as far as a fee is customary.
2.3. The contractor shall notify the client without delay in text form if an instruction from the client seems to violate legal regulations in the contractor's opinion. As long as the parties do not resolve the contractor's concerns, the contractor is entitled to suspend the execution of the instruction. If the parties cannot agree, and the client insists on their instruction, the contractor has the right to terminate this contract with an appropriate deadline that must not be less than two weeks. If, in this case, the main contract cannot be executed any longer, the client is entitled to termination as long as the main contract can only be resolved with a written notification. Implementation of the unlawful instruction could occur without either party recognizing this at the time of the conclusion of the contract.
2.4. If the contractor is of the opinion that he cannot comply with a client instruction for technical reasons, they shall inform the client in writing and coordinate the next steps with the client. 3. Client's Control Rights 3.1. The client has all control rights, especially inspections, required to fulfill their obligations according to the GDPR provisions. The control right must be exercised with reasonable advance notice and during contractor's normal business hours. To reduce impact on their business operations, the contractor is entitled to combine these checks with those of other clients, as long as reasonable for the client (e.g. joint inspection dates carried out within a reasonable time frame). The client must ensure that inspections are completed in a way that does not disproportionately affect the contractor's business operations.
3.2. The client is authorized to transfer the exercise of control rights to a third party entrusted by the client. If the third party is in competition with the contractor, the latter has the right to object to their actions.
3.3. The contractor shall cooperate to the required extent when exercising inspection rights. They may make the client's review subject to the signing of a commercially customary and adequate confidentiality agreement, insofar as protection of the contractor's business secrets according to legal regulations requires this.
3.4. The contractor is entitled, according to this clause, to a reasonable remuneration based on time expenditure for delivering the services. This doesn't apply if they are responsible for the inspection, or it is an inspection where supervisory authority conducts or orders it. The contractor may not depend on the delivering of services owed by confirming a predetermined compensation amount upfront, acknowledged and/or paid by the client. 4. Obligations of the Client The client must immediately provide the contractor with information and reasons if errors or inconsistencies become apparent in the results of the order.
5. Contractor's Obligations 5.1. Personal data processing takes place exclusively following the main contract provisions and any instructions from the customer. This applies, among others, to personal data cross-border or to an international organisation. This Part V section 5.1. shall not apply if the contractor is obliged by Union or Member State law to which they are subject; in this case, the contractor must point out such legal obligations to the client before processing, unless the law prohibits such notice due to important public interest reasons.
5.2. The contractor confirms they are not legally required to appoint an operational. Instead, they designate a contact person of the client for data protection matters and to execute this contract.
5.3. The contractor must commit individuals authorized for processing personal data to confidentiality, as long as they are not already subject to equivalent legal confidentiality obligations. The commitment's scope must proportionately relate to the processed data and the consequences of a breach of personal data protection. It must refer to all personal data the contractor processes for the client. The contractor is obliged to prove the commitment's content and fact upon the client's request. Further obligations arising from additional confidentiality agreements concluded remain unaffected by this.
5.4. The contractor provides the client with a statement of their order processing upon request. In addition, they inform the client of changes in text form unprompted.
5.5. The contractor will help the client to comply with Articles 32 to 36 DSGVO compliance, considering the type of processing and information at their disposal. For this purpose, they will offer services provided for in this agreement in particular.
5.6. Upon request, the contractor helps the client in conducting a data protection impact assessment according to Art. 35 DSGVO and provides the client with all necessary information and evidence from their sphere. The contractor is similarly bound if the client must consult a supervisory authority under Art. 36 DSGVO. In addition, for the time expenditure services covered by this part V, clause 3.4, the contractor must receive reasonable compensation for their services. The contract makes the performance of owed services from persuading a specific client payment acceptance upfront dependent. 5.7. Upon justified request, the contractor shall provide the client with all necessary data to prove compliance with the obligations under Article 28 DSGVO.
5.8. Should the client's data with the contractor be endangered by seizure, confiscation, insolvency or settlement proceedings or other events or actions by third parties, the contractor shall notify the client immediately and comprehensively, except where legislation prohibits this. Besides, the contractor shall inform all relevant third parties involved that these are personal data with the client as the responsible entity, and the contractor himself is only providing commissioned processing services. 6. Security of Processing 6.1. The contractor implements all necessary measures under Art. 32 DSGVO, specifically appropriate technical and organizational measures to ensure a level of security appropriate to the processing risk. Compliance with these requirements is demonstrated to the client as required.
6.2. The contractor can adapt to changing technical or legal conditions. If such measures lead to reducing the security level, the contractor shall inform the client without delay. 7. Subcontractors 7.1. The contractor employs subcontractors for processing, [which] must be notified to the client.
7.2. The contractor notifies the client in writing of changes in engaging processors. The client can object to the change within two weeks of receipt of notification. The contractor will not implement the change before this objection period ends. In the event of an objection, the contractor is entitled to terminate the agreement processing the agreement with a notice of at least one month, if the change would have been reasonable for the client and the objection is unreasonable for the contractor. The change would be reasonable for the client if it had no disadvantages and it is ensured that the requirements of this agreement and the DSGVO are still met in its implementation. The contractor utilizes multiple clients significantly unified processes in processed services and an individual subcontracting deviation is not feasible (e.g., all clients use the same standardized software platform).
7.3. The contractor ensures compliance with Articles 28 paragraphs 2 and 4 with each subcontractor. The contractor ensures subcontractors also meet the provisions regarding subcontracting agreed upon with the client, and additional instructions and proves this upon the client's request. 8. Supervisory Agency Measures 8.1. The contractor must inform the client as permissible without delay of control activities and measures by a (supervisory) agency, wherein the matter concerns this agreement particularly if the agency investigates regarding a regulatory offense or prosecution case against the contractor in connection with processing.
8.2. As far as the client themselves is subject to a supervisory, regulatory violation, criminal offense, liability claim by data subjects or third parties, or other claims in connection with contractor's processing, the contractor must support the client as required. For needed services by time consumption, the contractor has an entitlement to a reasonable remuneration, unless they are responsible for the respective control, etc. The contractor may not make delivery of its required services dependent on a particular client payment upfront confirmed and/or paid. 9. Contractor's Compensation The contractor is not entitled to separate compensation for services rendered within this Contract, unless stated otherwise. 10. Contract Duration The term of this agreement is determined by the Main Contract. It can only be terminated separately from the Main Contract for important reasons, unless superseded by specific legal requirements or otherwise agreed in this agreement.
11. Effects of Contract Termination 11.1. Upon termination of processing services, the contractor shall delete, at the client's choice, all personal data or return and delete copies unless storage is required by Union or Member State law applicable to the contractor. The contractor confirms that the deletion has been carried out in accordance with the client's instructions.
11.2. The client can check the complete and contractual return and deletion of the contractor's data.
11.3. Aside from this, the contractor has no lien rights regarding processed data and associated data carriers physically securing them. 12. Liability The liability of the parties is determined according to Main Contract agreements. Immediate liability for the parties to an affected person under statutory data protection laws remains unaffected. 13. Violation of Data Protection Regulations, Agreements, or Instructions 13.1. The contractor must inform the client immediately (24 hours
