Rental and maintenance contract in relation to standard software
______________________, headquartered in _____________, entered in the commercial register of ___________Local Court under ______________, represented by the managing directors __________________________________________________
- hereinafter referred to as: “lessee or customer”
FrogTime GmbH, Brookweg 13, 27798 Hude, entered in the commercial register of Oldenburg Local Court (Amtsgericht) under HRB 214926, represented by the managing director
- hereinafter referred to as: “FrogTime or contractor”
are hereby concluding the following rental and maintenance contract in relation to standard software:
FrogTime provides software services in the form of a software platform, for example for project and time tracking and associated services, hereinafter referred to as “services” in shortened form. The services are generally provided online and in partial functions offline.
1 Subject matter of the contract
(1) The subject matter of this contract is the use of the provided services by the customer for a fee (rent).
(2) The services are operated by FrogTime as a SaaS / cloud solution. The customer is enabled to use the services which are installed and run on the servers of FrogTime or a service provider engaged by FrogTime via an Internet connection during the term of this contract for the customer’s own purposes and to save and process its data with the assistance of these services.
(3) The current product description which is delivered within the framework of this agreement or which can be accessed at www.frogtime.com is applicable in relation to the services. The functional characteristics and systems requirements of the services which are referred to in the product description are known to the customer. The customer has checked that this specification corresponds to its requests and requirements.
(4) FrogTime shall provide the contractual services from a computer centre operated by it which is located in the European Economic Area. FrogTime reserves the right to transfer the service location to another place within the European Union or European Economic Area at any time following reasonable advance notice.
2 Type and scope of service
(1) FrogTime shall provide the customer with the services for use in the respective agreed version at the router output location of the computer centre in which the server with the software is located (“handover location”). The software, the working storage which is necessary for use and the required storage and data processing space will be made available by the provider. FrogTime is not responsible for establishing and maintaining the data connection between the IT systems of the customer and the described handover location.
(2) FrogTime shall provide the customer with a client for the use of the services. Within the said client, the use of the services is limited to the number of tracked persons per month set out in Enclosure A, a maximum usable storage capacity and a maximum number of users who are logged in at the same time (“agreed use”). One time entry per person and month will be considered to be a tracked person. The included persons per month, the verified storage space and the users who are logged in at the same time will be recorded by FrogTime and compared with the agreed use.
(3) FrogTime will configure the services once with the individual basic settings of the customer in relation to the header in reports and location information (logo, Internet site, email address and address). Changes can be requested by the customer at any time for a fee.
(4) At the time of conclusion of the contract, FrogTime will provide the customer with at least one administrative access. Within the framework of this access, the customer will be provided with the following functions:
Role allocation of the following roles as a minimum: Administrator, management, area manager, project manager, team lead, my time sheet, HSE, invoicing, project assistance, finance management, finance bookkeeping, human resources management, human resources, external team lead, external crane driver, external subcontractor.
Access to the menus of the following departments: Management, project management, project, HSE&Q, travel planning, invoicing, HR department, subcontractor, my functions.
Creation and processing of all projects within the framework of the product description.
Time tracking for all projects and all personnel within the framework of the functions stated in the project description in a time period of 900 days with retrospective effect.
Password counter deletion (if a password is entered incorrectly 20 times, the access is blocked. With the “password counter deletion” function, the access can be restored).
Excel export functions (all tables can be exported as an Excel file).
3 Use volumes, remuneration, inspection
(1) The remuneration will be calculated in accordance with the total agreed use. The agreed use is set out in Enclosure A.
(2) The payment terms are stated in Enclosure A.
(3) The customer can engage FrogTime in relation to the provision of individual services. These individual services will be provided and billed separately by FrogTime. Should the customer engage such individual services, the provisions of this agreement shall apply. The hourly rate for services is set out in Enclosure A.
(4) FrogTime reserves the right to change the payment method to automated methods of payment, such as credit card. An Internet site which allows orders to be placed and automated billing by credit card is currently being developed.
4 Extensions, partial terminations
(1) The customer can extend the contract at any time in relation to tracked persons, users who are logged in at the same time and additional storage space. The remuneration rates in Enclosure A of the contract shall apply in this respect. It is possible to add additional users and storage space at the start of the following month.
(2) FrogTime will monitor the number of included persons, the number of users who are logged in at the same time and the storage space used and will inform the customer if the extent of the agreed use is being exceeded. Should the agreed use also be exceeded in the following month, the use will be restricted to that which has been agreed or a licence extension to the next highest package will be carried out. In case of such a licence extension, the customer will have a special right of termination by giving notice of 3 months. This special right of termination must be claimed within one month of the licence extension.
5 Maintenance of the software, support
(1) During the contractual term, FrogTime will provide the following services:
a) Continued development
FrogTime will continually develop the services in relation to quality and modernity, will adjust these to changed requirements, will correct any errors in order to maintain the quality which is owed and will provide the customer with any new versions of the software which are created as a result. Minor functional extensions are also included.
b) Assistance in case of disruptions
FrogTime will support the customer by means of instructions concerning the use of the software and how to avoid errors and will correct and circumvent errors. The customer must report disruptions to the service immediately and support FrogTime to a reasonable extent when determining the cause of the error and correcting it, in particular by means of the provision of information, participation in tests and the provision of data backups.
(2) FrogTime will provide the services in accordance with the respective state of technology and in such a way that the interests of all of the software users are taken into account.
(3) For the purpose of support in relation to technical queries and in order to assist with disruptions, FrogTime will provide the customer with customer service (support), which can be contacted by the customer by email. The service times are Monday to Friday from 9 am to 4 pm. Telephone support will be provided by agreement. The sole purpose of the support is the provision of assistance to the customer when using the services of FrogTime which are owed under this contract.
FrogTime will respond to the queries of the customer as quickly as possible, as a rule within 2 days, whereby in case of doubt the same method of communication which the customer used will be deployed. The provisions under Number 9 of this contract apply in relation to responses to error reports.
6 Rights of the customer in relation to the software
(1) The customer is only entitled to process its own data for its own purposes with the services. FrogTime hereby grants the customer the non-exclusive and non-assignable right to use the software and services referred to in this contract during its term within the framework of the SaaS services in accordance with the provisions. FrogTime carries out data backups regularly (permanent on virtual storage, daily as snapshot, weekly on a virtual storage in a different fire area). Additionally the customer shall regularly carry out and save data backups of projects and master data on its local computers by itself as Excel files. The customer may not provide the software and/or services to other persons for use, either for a fee or free-of-charge. The use restriction to the respectively agreed use in Enclosure A of the contract must be complied with.
(2) FrogTime is hereby also granting subcontractors and customers of the customer the right to use the services within the framework of the client.
7 Obligations of the customer
(1) The customer is responsible for the provision of information in relation to the individual configuration of the customer and to nominate at least one responsible contact person for FrogTime. The customer shall provide the said information within 2 weeks of conclusion of the contract. In particular, the responsible contact person(s) will receive the access data for administrative access and will be informed of changes and updates to the services. The responsible contact person(s) are the sole point of contact for all support queries raised by the customer.
(2) The customer is responsible itself for the use of the services and the proper processing of its data and results. This includes the fulfilment of legal requirements in relation to the use, retention and archiving of the data of the user.
(3) The customer is responsible for ensuring the necessary requirements for the use of the services on the part of the users are fulfilled. In particular, this includes the system requirements, infrastructure and telecommunications connections to the services.
(4) The customer must prevent excessive use and misuse of the services.
8 Contractual term
(1) The contract is hereby being concluded for the contractual term stated in Enclosure A and shall be automatically extended by an interval corresponding to the contractual term following its expiry, unless one of the parties terminates this agreement in writing in compliance with the notice period stated in Enclosure A prior to the expiry of the contractual term.
(2) Both parties are entitled to terminate the agreement without compliance with a period of notice in the following cases:
- the respective other party breaches a key contractual obligation and does not remedy the breach of obligation despite the issuing of a deadline within thirty days of receipt of the written notification
- the respective other party suspends its business activities or is subject to insolvency proceedings and the said proceedings are not rejected within ninety days
- the customer may terminate this agreement if significant changes have been carried out to the software.
(3) Termination for important reasons must be threatened first with a notice period of at least two weeks, stating the reason for termination in writing. Should FrogTime terminate the agreement without notice due to behaviour on the part of the customer which is in breach of contract, FrogTime will retain the contractual remuneration to which it would have been entitled without the termination having been issued as minimum damages. The damages claim does not exist if the customer is not responsible for the breach of obligation. 10% of the remuneration is hereby being agreed as a deduction for saved expenses of FrogTime. The customer is permitted to provide proof that the saved expenses are more than 10%.
(4) All notices of termination require written form in order to be valid in accordance with § 126 of the German Civil Code (BGB).
(5) At the time when the contract comes to an end, the customer is entitled to request and in return for the reimbursement (for data storage capacity and minimum one user) a read only access to FrogTime for maximum five years. Alternatively, the customer is entitled to request the deletion of all data from the server. Following a request and in return for the reimbursement of the costs in this respect, the customer can be provided with a copy of the data as sql-files. Following confirmation by the customer that it holds the data, FrogTime will then delete the access to the services, the storage space and the data which is held on the central server within 14 days.
9 Error classifications, response times, availability
(1) FrogTime wishes to inform the customer that restrictions or impairments may occur in relation to the provided services which are outside of its area of influence. In particular, these include actions of third parties who are not acting on behalf of FrogTime, technical conditions of the Internet which cannot be influenced by FrogTime, as well as instances of force majeure. The hardware and software and technical infrastructure which are used by the customer can also influence the performance of the software.
Should such circumstances influence the availability or functionality of the service provided by FrogTime, this shall not affect the contractual conformity of the provided services.
(2) The customer shall be obliged to provide immediate notification to FrogTime of functional breakdowns, disruptions or impairments in relation to the software. This notification must be as precise as possible.
(3) A software error is present if the software does not fulfil the functions stated in the product description, delivers incorrect result, suspends the data processing in an uncontrolled manner or otherwise fails to function properly, as a result of which it is not possible to use the software or use of the software is only possible with restrictions.
(4) The contracting partners hereby agree the following error classifications and response times in case that FrogTime is responsible for the errors:
a) Error classification 1: Error which prevents operation: The error prevents business operations on the part of the customer; no workaround solution is present: FrogTime will commence the error correction immediately, at the latest four hours after receipt of the error message and will continue work until the error is resolved, also outside of usual working hours (working days from 8 am to 5 pm) where reasonable.
b) Error classification 2: Error which hinders operation: The error significantly hinders the business operations on the part of the customer; however the use of the software is possible with workaround solutions or with temporarily acceptable restrictions or difficulties: If the error message is received prior to 10 am, FrogTime will commence the error correction on the same day. Should the error message be received after 10 am, it will commence the error correction at the start of the next working day and will continue work during normal working hours until the error is resolved. FrogTime can also provide notification of a workaround solution and correct the error at a later time, should this be reasonable for the customer.
c) Error classification 3: Other errors: FrogTime will commence the error correction within one week of receipt of the error message or will not correct the error until the next program version.
(5) The availability of the software within the availability period may not be impaired for a total of more than 4 hours due to a class 1 error for a total of more than 12 hours due to a class 2 error within a period of three months. Otherwise, the remuneration per hour for the disrupted working time (working days from 8 am to 5 pm) of the month which follows the availability period which has not been complied with will be reduced by 2% of the monthly remuneration in case of a class 1 error and 1% of the monthly remuneration in case of a class 2 error.
(6) The availability period of the service is Monday to Saturday from 6 am to 10 pm. The times outside of the availability period are maintenance windows, during which it may be the case that updates are carried out and the services cannot therefore be accessed or used.
10 Defects of title
(1) FrogTime hereby guarantees the use of the services by the customer in accordance with the contract is not prevented by any third party rights. In case of defects of title, FrogTime will provide a guarantee that the customer will be provided with a legally flawless use of the services or of comparable services, depending on its choice.
(2) The customer shall immediately notify FrogTime in writing should third parties claim property rights (for example copyright or patent rights) in relation to the services. FrogTime shall support the customer in defending the third party attacks by means of the provision of advice and information.
11 No liability for templates
Should FrogTime provide the customer with templates for use in the services, it cannot assume any liability for the content of the drafts and for the correct use of the drafts, which is the sole responsibility of the customer.
12 Liability and limitation
(1) The statutory provisions relating to warranty shall generally apply. § 536b (knowledge of defects on the part of the customer at the time of conclusion of the contract or acceptance) and § 536c (defects which arise during the rental period; defect notification by the customer) of the German Civil Code (BGB) shall apply. The application of § 536a Paragraph 2 (right of the customer to carry out self-correction) of the German Civil Code (BGB) shall however be excluded. § 536a Paragraph 1 of the German Civil Code (BGB) - obligation of the contractor to pay damages - shall also be excluded, should the norm provide for strict liability regardless of fault.
(2) FrogTime shall only pay damages or reimburse fruitless expenses within the scope mentioned below, regardless of legal reason (for example under debt relationships arising from legal transactions or equivalent to legal transactions, material defects, defects of title, breaches of obligations and unlawful acts):
a) Liability is unlimited in case of intent or under any guarantee which has been assumed.
b) In case of gross negligence, FrogTime shall incur liability to the sum of the loss which is typical and which was foreseeable at the time of conclusion of the contract.
c) In case of simple neglect of a cardinal obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contracting partner regularly relies and may rely and whose breach endangers the attainment of the contractual purpose), FrogTime shall incur liability to the sum of the loss which is typical and which was foreseeable at the time of conclusion of the contract. However, the liability shall be limited to the sum of 2,000.00 EUR per incidence of loss and to the total sum of 5,000.00 EUR for all loss events under and in connection with the contract.
(3) FrogTime remains entitled to the plea of contributory negligence. In particular, the customer shall be obliged to back up its data and to protect against malicious software in accordance with the current state of technology. Losses of the customer which result from a loss of data will not lead to liability on the part of FrogTime, if such losses would have been avoided by means of a regular and full backing up of all relevant data by the customer.
(4) In case of injury to life, body or health and in case of claims under the German Product Liability Act (Produkthaftungsgesetz), the statutory provisions shall apply without restriction.
(5) The limitation period is as follows:
a) One year from the time of delivery of the software in case of material defects, claims for repayment of the rent, in case of rescission or in case of reduction, however in case of defects which have been correctly notified, not less than three months from the submission of the valid declaration of rescission or reduction;
b) One year in case of other claims connected to material defects;
c) Two years in case of claims due to defects of title, unless the defect of title comes under the right of a third party which enables the third party to demand return of the objects named in § 3 Paragraph 5 or the non-use of the said objects.
d) Two years in case of damages claims or claims to the reimbursement of fruitless expenses which do not concern material defects or defects of titles; the limitation period commences at the time when the customer became aware of the circumstances which give rise to the claim or should have become aware of the circumstances which give rise to the claim without gross negligence being present.
(6) The limitation shall take effect at the latest on the expiry of the maximum periods specified in § 109 of the German Civil Code (BGB). In case of payment of damages and the reimbursement of expenses due to intent, gross negligence, the assumption of a guarantee, fraud and in the cases named in § 11 Paragraph 3, the statutory provisions relating to limitation periods shall however always apply.
13 Non-disclosure data protection
(1) The contracting partners shall be obliged to treat confidentially all objects (for example software, documents, information) which are legally protected, contain business or operating secrets or which are designated as confidential which are received or disclosed by the respective other contracting party prior to or during the performance of the contract, unless these are publicly known without any breach of the non-disclosure obligation having taken place. This obligation shall also continue to apply following termination of the contract. The contracting partners shall store and secure the said objects in such a way that these cannot be accessed by third parties.
(2) The customer is responsible for the processing of personal data within the framework of this contractual relationship and for compliance with the regulations under data protection legislation. Therefore, the customer shall remain the controller in relation to personal data and must always check whether the processing of such data concerning the use of the software is permitted and justified under Article 6 GDPR.
(3) Should personal data be processed with the assistance of the provided services in the storage space made available by FrogTime, the said data processing shall take place on account of the customer. The specifics are regulated in Part B of the contract (“order processing”), as well as in the “TOM” (general technical and organisational measures) enclosure to this agreement.
(4) The customer must treat passwords and other access information confidentially. The customer must select secure passwords (which cannot be easily guessed or calculated) and must place an obligation on its employees in this respect.
(5) The customer must immediately inform FrogTime if it suspects that passwords or other secret access information could have become known by unauthorised persons or if such unauthorised persons are able to access the systems of FrogTime via its infrastructure.
14 Data security, protection against legal breaches
(1) In order to protect against unauthorised data access, the data traffic is secured by SSL encryption and certificate-based authentication.
(2) The customer shall ensure that the authentication data notified to it is protected against unauthorised access and that no content is placed in the provided storage space which is unlawful or breaches third party rights. FrogTime is entitled to immediately block the storage space and the services if justified suspicions exist that saved data is unlawful and/or breaches third party rights. FrogTime will immediately inform the lessor of the blocking and the reason for this. The blocking will be lifted, once the suspicion no longer exists. In this respect, the customer shall be obliged to release FrogTime from any liability and costs, including the possible and actual costs of court proceedings, should claims be brought against FrogTime by third parties, including employees of the customer personally, due to alleged actions or omissions on the part of the customer. FrogTime will inform the customer that the claim has been brought and, where legally possible, will provide the customer with the opportunity to defend the claim which has been asserted. At the same time, the customer shall immediately provide FrogTime with all information in full which it has available concerning the matter which forms the subject matter of the claim.
15 Assignment of the rights and obligations
The assignment of the rights and obligations under this contract is only permitted with the prior written agreement of FrogTime. FrogTime is entitled to engage third parties in relation to the fulfilment of the obligations under this contract.
in accordance with Article 28 Paragraph 3 GDPR
This contractual section sets out the data protection obligations of the contracting parties in relation to the order processing which is referred to in Part A. It applies to all activities connected to the services agreed in Part A and where employees of the contractor or parties engaged by the contractor process personal data (>data<) of the customer.
1 Subject matter, duration and specification of the order processing
The subject matter and duration of the order, as well as the type and purpose of the processing are stated in Part A of the contract. In particular, the individual data referred to in Enclosure B is part of the data processing.
2 Area of applicability and responsibility
(1) The contractor processes personal data on behalf of the customer. This includes activities which are set out in the contract and the service description. Within the framework of this contract, the customer is solely responsible for compliance with the statutory provisions under the data protection laws, in particular for the lawfulness of the disclosure of the data to the contractor and for the lawfulness of the data processing (>controller<) as defined in Article 4 Number 7 GDPR.
(2) The instructions will be initially determined by the contract and can then be altered, added to or replaced (individual instruction) by the customer in written form or electronic format (text form) by means of individual instructions by contacting the location specified by the contractor. Instructions which are not provided for under the contract will be treated as a service alteration request. Oral instructions must be confirmed immediately in writing or in text form.
3 Obligations of the contractor
(1) The contractor may only process the data of data subjects within the framework of the order and in accordance with the instructions of the customer, unless an exceptional case is present as defined in Article 28 Paragraph 3 a) GDPR. The contractor shall immediately inform the customer if it is of the opinion that an instruction breaches applicable laws. The contractor may delay the implementation of the instruction until this has been confirmed or altered by the customer.
(2) The contractor shall set up its internal company-related organisation in its area of responsibility in such a way that the special requirements relating to data protection are observed. The contractor will take technical and organisational measures in order to reasonably protect the data of the customer which satisfy the requirements of the GDPR (Article 32). The contractor must take technical and organisational measures which ensure the permanent confidentiality, integrity, availability and durability of the systems and services in connection with the processing. The current overview of the technical and organisational measures is attached to this contract as the “TOM” enclosure. The customer accepts these technical and organisational measures and recognises that these provide a reasonable level of protection for the risks of the data to be processed.
Should the contractor have data processing carried out abroad, compliance with the agreed protective measures and their effectiveness will be ensured by using the standard contractual clauses of the EU.
The contractor reserves the right to alter the security measures which have been taken, whereby it must be ensured that the contractually agreed level of protection is not fallen below.
(3) Where agreed, the contractor shall support the customer within the framework of what is possible with fulfilling the queries and claims of data subjects in accordance with Chapter III of the GDPR, as well as with compliance with the obligations set out in Articles 33 to 36 GDPR.
(4) The contractor hereby guarantees that its employees and other persons who are involved in the processing of the data of the customer are prohibited from processing outside of the instructions. Furthermore, the contractor hereby guarantees that the persons who are involved in the processing of personal data have undertaken to observe confidentiality or are subject to a reasonable statutory confidentiality obligation. The confidentiality / secrecy obligation shall continue to apply following completion of the order.
(5) The contractor shall immediately inform the customer, should it become aware of breaches of the protection of personal data.
The contractor shall take the necessary measures to secure the data and to mitigate possible detrimental consequences on the part of the data subjects and shall clarify such matters immediately with the customer.
(6) The contractor shall nominate a contact person to the customer for data protection queries which arise within the framework of the contract.
(7) The contractor hereby guarantees that it will comply with its obligations in accordance with Article 32 Paragraph 1 Letter d) GDPR which require the use of procedures to regularly assess the effectiveness of the technical and organisational measures intended to guarantee the security of the processing.
(8) The contractor will correct or delete the data which forms the subject matter of the contract, should the customer instruct it to do so and should this be included within the instruction framework (for example in case of a retention period which is still in force). Should a solution which conforms to data protection laws or a relevant restriction of the data processing not be possible, the contractor will assume the destruction of data carriers and other materials in accordance with data protection laws following an individual engagement by the customer or it will return the said data carriers to the customer, unless already agreed in the contract.
(9) In special cases to be determined by the customer, a retention or handover will take place. The remuneration and protective measures in this respect must be agreed separately, unless already agreed in the contract.
(10) Data and all other materials must be either returned or deleted after completion of the order following a request by the customer.
(11) In case a claim is brought against the customer by a data subject, for example under Article 82 GDPR, the contractor shall be obliged to support the customer in defending the claim within the framework of its possibilities.
4 Obligations of the customer
(1) The customer must immediately and fully inform the contractor if it observes errors or irregularities in the work results in relation to provisions under data protection laws.
(2) Should a data subject bring a claim against the customer, for example under Article 82 GDPR, §3 Paragraph 10 shall apply accordingly.
(3) The customer shall nominate a contact person to the contractor for data protection queries which arise within the framework of the contract.
5 Queries of data subjects
Should a data subject contact the contractor with rectification, erasure or information requests, the contractor will refer the data subject on to the customer, should an allocation to the customer be possible in accordance with the information provided by the data subject. The contractor will immediately forward the request of the data subject on to the customer. The contractor will support the customer following an instruction within the framework of its possibilities, where agreed. The contractor shall not incur liability if the request of the data subject is not responded to by the customer or is responded to incorrectly or late.
6 Proof options
(1) The contractor shall instruct the customer in complying with the obligations set out in this contract by suitable means.
(2) Should inspections be necessary on the part of the customer or an inspector engaged by it in an individual case, these will be carried out during normal business hours without any disruption to operational processes with prior notification and reasonable advance warning. The contractor may make this dependent on prior notification and reasonable advance warning and the signing of a non-disclosure agreement concerning the data of other customers and the technical and organisational measures which have been set up. Should the inspector engaged by the customer be in a competitive relationship with the contractor, the contractor has the right to object.
(3) Should a data protection supervisory authority or other public supervisory authority of the customer carry out an inspection, Paragraph 2 shall apply accordingly as a rule. It is not necessary to sign a non-disclosure agreement should the said supervisory authority be subject to professional or statutory secrecy where a breach can lead to punishment under the German Criminal Code (Strafgesetzbuch).
7 Subcontractors (additional order processors)
(1) The customer hereby agrees that the contractor can engage subcontractors. Prior to the engagement or replacement of the subcontractors, the contractor will inform the customer.
(2) The customer can object to the change for important reasons by contacting the location specified by the contractor within a reasonable deadline. Should no objection be received by the deadline, the customer will be deemed to have agreed to the change. Should an important reason under data protection laws be present and should it not be possible for the parties to find a mutually agreed solution, the customer shall be granted a special right of termination.
(3) Should the contractor issue engagements to subcontractors, the contractor shall be obliged to assign its obligations under data protection laws in this contract to the subcontractors.
(4) A subcontractor relationship as defined in these provisions is not present if the contractor engaged third parties in relation to services which are merely considered to be ancillary services. For example these include postage, transportation and shipping services, cleaning and security services, telecommunications services which are not directly connected to services which the contractor provides for the customer, as well as other measures to ensure the confidentiality, availability, integrity and durability of the hardware and software connected to data processing facilities. The obligation of the contractor to also ensure compliance with data protection and data security in such cases remains unaffected.
8 Information obligations
(1) Should the data of the customer which is in the possession of the contractor be endangered due to attachment or seizure, insolvency or bankruptcy proceedings or other events or third party measures, the contractor must immediately inform the customer of such. The contractor shall immediately inform all controllers in this respect that the integrity and ownership of the data are held exclusively by the customer as a >controller< in accordance with the GDPR.
(2) In case of any conflicts, the provisions of this Part B shall take priority of the clauses of the contract in Part A.
9 Liability and damages
The customer and contractor shall incur liability vis a vis data subjects in accordance with the provisions stated in Article 82 GDPR.
(1) FrogTime shall be granted the right to alter access entitlements of individual persons, password rules and the encryption methods, should this appear necessary in order to improve the security and/or practicality of the provided services.
(2) The relationships between the contracting parties shall be governed exclusively in accordance with the law of the Federal Republic of Germany.
(3) The place of jurisdiction is the respective place of business of FrogTime (currently Hude, Germany), should the customer be a merchant or should the customer not be a merchant and not have a general place of jurisdiction in Germany, should the customer have relocated its usual place of residence or usual whereabouts abroad after conclusion of the contract or should the usual place of residence or usual whereabouts not be known at the time of bringing the lawsuit. FrogTime is also entitled to bring a claim against the customer at its general place of jurisdiction.
(4) No oral ancillary agreements have been concluded. FrogTime has the right to alter and/or add to these contractual terms, provided that key contractual provisions are not amended in an unreasonable manner as a result. The changes will be notified to the customer in writing. These shall be deemed to have been approved, should the customer agree to these or fail to object to these in writing within six weeks.
(5) Should any individual provisions of this contract be ineffective in full or in part, the validity of the remaining clauses shall not be affected thereby. The parties shall replace an ineffective provision by such a valid clause which comes closest to the sense and purpose of the ineffective provision. Should FrogTime notify the customer of the replacement of a contractual provision in writing, this shall become effective, should the customer agree to such or fail to raise a written objection within six weeks. The same shall apply in case the contract contains a loophole.
In case of an objection on the part of the customer, FrogTime shall be entitled to terminate the contract in writing by giving notice of one month.
(6) Otherwise, alterations, additions and supplements to this contract shall only be valid if these are mutually agreed between the contracting parties in writing. The above provision shall also apply to this written form requirement.
(7) The written form requirement shall also be deemed to have been complied with if the respective document has been signed unilaterally by a person with power of representation and is delivered to the recipient by fax or in scanned form as a PDF attachment to an email.
(8) Enclosures which are referred to in this contract are part of the agreement.
Place, date _______________________ Hude, date ___________________
Customer FrogTime GmbH
Enclosure A: Contract data
The remuneration will be calculated in accordance with the total agreed use.
This contract is being concluded for: XXX package
Payment terms: XXX
Due date for payment: XXX
The total rent is: XXX EUR per year/month
Maximum usable storage capacity: XXX MBytes
Maximum number of users logged in at the same time: XXX
Hourly rate for additional services: XX EUR per hour
Contractual term: XX
Notice period for termination: XXX
List of the responsible contact person(s) of the customer
Customer FrogTime GmbH