Term of use

A - APPLICATION OF TERMS

  1. These Terms apply to your use of the Service (as that term is defined below).  By accessing and using the Service:
    • you agree to these Terms; and

    • where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

  2. If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.​

  3. If the processing of Data (as defined below) is governed by the GDPR (as defined below), the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms.

 

B - CHANGES

  1. We may change these Terms at any time by posting a notice on the web platform “msapp”.  Unless stated otherwise, any change takes effect from the date set out in the notice.  You are responsible for ensuring you are familiar with the latest Terms.  By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.

  2. These Terms were last updated on 01/01/2021.

C - INTERPRETATION

In these Terms:

  • Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service.  Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Maintenance System Limited Software.  Your Confidential Information includes the Data.

  • Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service. Data includes the Editor Content.

  • Fees means the applicable fees set out on our Pricing Page or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause H-6.

  • Force Majeure means an event that is beyond the reasonable control of a party, excluding:

    • an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

    • a lack of funds for any reason.

  • GDPR means the General Data Protection Regulation of the European Union including and similar words do not imply any limit.

  • Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

  • msapp software means the software owned by us (and our licensors) that is used to provide the Service. 

  • Viewer means a user who accesses the Service for the purpose of using the Editor Content steps.

  • Recorder means a use who accesses the Service as a Viewer but can use and answer Content inputs.

  • Editor means a user who accesses the Service for the purpose of sharing or distributing the Editor Content.

  • Editor Content means all instructions information. Also, all Preventative, Corrective, Survey, Compliance/Safety, Operation, Technical description and Machine install / upgrade / shut documentations (docs), steps and inputs.

  • Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

  • a party includes that party’s permitted assigns.

  • Permitted Users means your personnel who are authorised to access and use the Service on your behalf in accordance with clause F-5.

  • a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

  • Personal information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws.

  • Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

  • Pricing Page means the pricing page available at https://www.maintenancesystem.app/plans-pricing, as may be updated from time to time in accordance with clause H-6.

  • Service means the service having the core functionality described on the Website, as the Website is updated from time to time.

  • Start Date means the date that you set up (sign up) an account.  

  • Terms means these terms titled terms of use.

  • Underlying Systems means the Maintenance System Limited Software, msapp, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

  • User ID means a unique name and/or password allocated to you to enable you to access and use the Service.

  • We, us or our means Maintenance System Limited, New Zealand company register number 7284257.

  • Website means the internet site at www.maintenancesystem.app or such other site notified to you by us.

  • Year means a 12-month period starting on the Start Date or the anniversary of that date.

  • You or your means you or, if clause A-1 applies, both you and the other person on whose behalf you are acting.

  • Words in the singular include the plural and vice versa.

  • A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

D - ​TRIAL PERIOD

  1. ​Where you have opted to access and use the Service on a trial basis (Trial Service), then these Terms apply to your access and use of the Trial Service, except as varied in this clause D.

  2. We will provide the Trial Service to you for a one-off trial period of no more than 90 days

  3. No Fees are payable for your use of the Trial Service during the Trial Period.  To avoid doubt, Fees are payable if you choose to access and use the Service following expiry of the Trial Period.

  4. The Trial Service is provided to you as a beta version.  You acknowledge that the Trial Service is likely to contain bugs, errors and features that are still under development.

  5. In consideration for the right to use the  Trial Service during the Trial Period, you agree to evaluate the Trial Service and inform us of that evaluation, in such format and with such frequency as we reasonably request, including all problems, issues and ideas for improvement of which you become aware (Evaluation).

  6. The Trial Service is provided to you solely on an as is basis, and to enable you to determine if the Service meets your requirements.  Without limiting the first part of this sentence, to the maximum extent permitted by law:

    • all conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded in relation to the Trial Service; and​

    • we will have no liability to you or any other person under or in connection with these Terms or relating to the Trial Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

  7. Nothing in these Terms imposes any obligation:​

    • on you, at the termination or expiry of the Trial Period, to sign up to the Service or any other service provided by us;​

    • on Blinder, at the termination or expiry of the Trial Period, to provide to you or any other person the Service or any other service; or

    • on us, to maintain any feature or part of the Trial Service in any version of the Service or any other service.

E - PROVISION OF THE SERVICE

  1. Our obligation to provide the Service is subject to you accepting the Terms, and you paying the Fees due at the relevant time.

  2. We must use reasonable efforts to provide the Service:

    • ​in accordance with these Terms and New Zealand law;​

    • exercising reasonable care, skill and diligence; and

    • using suitably skilled, experienced and qualified personnel.

  3. Our provision of the Service to you is non-exclusive.  Nothing in these Terms prevents us from providing the Service to any other person.​

  4. Subject to the next clause E-5, we must use reasonable efforts to ensure the Service is available on a 24/7 basis.  However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure.  We must use reasonable efforts to publish on msapp advance details of any unavailability.

  5. Through the use of web services and APIs, the Service interoperates with a range of third party service features.  We do not make any warranty or representation on the availability of those features.  Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you.  To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation. 

  6. We may, from time to time, make available further services relating to the Service.  At your request and subject to you paying the fees for those services, we may agree to provide to you those further services under these Terms.

F - YOUR OBLIGATIONS

  1. You and your personnel must:

    • use the Service in accordance with these Terms solely for:​

      • your own internal business purposes of (as the case may be) uploading, sharing, or reviewing the Editor Content; and  ​

      • lawful purposes; and

    • not resell or make available the Service to any third party, or otherwise commercially exploit the Service;​

    • not transfer, assign, or otherwise deal with or grant a security interest in the Service, or your rights under these Terms; ​

    • not copy, modify or adapt any part of the Service, except in the ordinary course of operation to use the Service for its intended purpose; and

    • not decompile or reverse-engineer the Service or any Underlying Systems except to the extent expressly permitted by any law or treaty in force that cannot be excluded, restricted or modified by these Terms.

  2. Information:  You must provide true, current and complete information in your dealings with us (including during Registration), and must promptly update that information as required so that the information remains true, current and complete.​

  3. User ID:  If you are given a User ID, you must keep your User ID secure and: 

    • not permit any other person to use your User ID, including not disclosing or providing it to any other person; and ​

    • immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to contact@maintenancesystem.app.

  4. When accessing the Service, you and your personnel must:​

    • not impersonate another person or misrepresent authorisation to act on behalf of others or us;​

    • correctly identify the sender of all electronic transmissions;

    • not attempt to undermine the security or integrity of the Underlying Systems; 

    • not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;

    • not attempt to view, access or copy any material or data other than:

      • that which you are authorised to access; and​

      • to the extent necessary for you to use the Service in accordance with these Terms; and

    • neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.​

  5. Without limiting clause F-2, no individual other than a Permitted User may access or use the Service.  You may authorise any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User.  You must procure each Permitted User’s compliance with clauses F-1 and F-2 and any other reasonable condition notified by us to you. ​

  6. A breach of any of these Terms by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of these Terms by you.

  7. You must notify us in writing promptly on becoming aware of any circumstance that may suggest that any person may have unauthorised knowledge, possession or use of the Service.

  8. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through the Service. 

  9. When you are accessing the Service as a Editor you:

    • may authorise specific Customers to access your Editor Content; and​

    • must ensure all Editor Content is accurate, up to date and complete, and you agree that we may temporarily or permanently suspend your access to the Service where we reasonably believe the Editor Content is not accurate, up to date and complete.

G - DATA

  1. You acknowledge that:

    • we may require access to the Data to exercise our rights and perform our obligations under these Terms; and​

    • to the extent that this is necessary but subject to clause J, we may authorise a member or members of our personnel to access the Data for this purpose. 

  2. You must arrange all consents and approvals that are necessary for us to access the Data as described in the previous clause G-1.​

  3. You acknowledge and agree that:

    • we may:​

      • use Data and information about your use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and​

      • use Analytical Data for our internal research and product development purposes (including improving our algorithm) and to conduct statistical analysis and identify trends and insights; and

      • supply Analytical Data to third parties; 

    • our rights under this clause (G-3) above will survive termination of expiry of the Agreement; and​

    • title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

  4. You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law and as the data processor for the purposes of the GDPR.  If the GDPR applies, the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms.  You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum.​

  5. While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.

  6. You agree that we may store Data (including any personal information) in secure servers in Australia, Europe, North America and may access that Data (including any personal information) in Australia, Europe, North America  and New Zealand from time to time. 

  7. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data (including the Editor Content) infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect, out-of-date, or misleading.

H - FEES

  1. You must pay us the Fees as set out on the Pricing Page.  

  2. We will provide you with valid GST tax invoices on a monthly basis prior to the due date for payment.  

  3. The Fees exclude GST, which you must pay on taxable supplies.

  4. You must pay the Fees: by the 20th of the month following the date of invoice / in accordance with the payment terms set out on our pricing page on the Website; and electronically in cleared funds without any set off or deduction.

  5. We may increase the Fees by giving at least 30 days’ notice.  If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase.  If you do not terminate these Terms and your right to access and use the Service in accordance with this clause (H-5), you are deemed to have accepted the increased Fees. 

I - INTELLECTUAL PROPERTY

  1. Subject to next clause I-2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property).  You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

  2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property.  Subject to the Data Processing Addendum attached to these Terms (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms. 

  3. Title to, and all Intellectual Property Rights in, the Editor Content (as between the parties) remains your property.  Subject to the Data Processing Addendum attached to these Terms (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Editor Content for the purpose of displaying the Editor Content to Viewers and Recorders or otherwise exercising of our rights and performing our obligations in accordance with these Terms.

  4. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

  5. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):

    • all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and​

    • we may use or disclose the feedback for any purpose.

  6. You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service.  Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators.  To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.​

J - CONFIDENTIALITY

  1. Each party must, unless it has the prior written consent of the other party:

    • keep confidential at all times the Confidential Information of the other party; ​

    • effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

    • disclose the other party’s Confidential Information to its personal or professional advisors on a need to know basis only and, in that case, ensure that any personal or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with both previous clauses (J-1)

  2. The obligation of confidentiality in clause J-1 does not apply to any disclosure or use of Confidential Information:​

    • for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;​

    • required by law (including under the rules of any stock exchange);

    • which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

    • which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

    • by us if required as part of a bona-fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause J.

K - WARRANTIES

  1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

  2. To the maximum extent permitted by law:

    • our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to $5,000,000.00 NZD; and​

    • we make no representation concerning the quality of the Service and do not promise that the Service will:

      • meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfill or meet any statutory role or responsibility you may have; or  

      • be secure, free of viruses or other harmful code, uninterrupted or error free.

  3. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade.  The parties agree that:​

    • to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and​

    • it is fair and reasonable that the parties are bound by this clause (K-3).

  4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms.  However, our liability for any breach of that condition or warranty is limited, at our option, to:​

    • supplying the Service again; and/or​

    • paying the costs of having the Service supplied again.

L - LIABILITY

  1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed $5,000,000.00 NZD.  The cap in this clause (L-1) includes the cap set out in clause K-2.

  2. Neither party is liable to the other under or in connection with these Terms or the Service for any: 

    • loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or​

    • consequential, indirect, incidental or special damage or loss of any kind.

  3. Clauses L-1 and L-2 do not apply to limit our liability under or in connection with these Terms for:​

    • personal injury or death;​

    • fraud or willful misconduct; or 

    • a breach of clause J.

  4. Clause L-2 does not apply to limit your liability:​

    • to pay the Fees;​

    • under the indemnity in clause D-7; or

    • for those matters stated in the previous clause (L-3).

  5. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.​

  6. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

M - TERM, TERMINATION AND SUSPENSION

  1. Unless terminated under this clause (M), these Terms and your right to access and use the Service:

    • starts on the Start Date; and​

    • continues until a party gives at least 30 days’ notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice. 

  2. Subject to clause H-5, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause M-1 will be the expiry of that initial term.​

  3. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:

    • breaches any material provision of these Terms and the breach is not:​

      • remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or​

      • capable of being remedied; or

    • becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.​

  4. You may terminate these Terms and your right to access and use the Service in accordance with clause H-5.

  5. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

  6. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.

  7. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid. 

  8. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to next clause (M-9), a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

  9. At any time prior to one month after the date of termination, you may request: 

    • a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy.  On receipt of that request, we must provide a copy of the Data in a common electronic form.  We do not warrant that the format of the Data will be compatible with any software; and/or​

    • deletion of the Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Data.  

    • ​To avoid doubt, we are not required to comply with clause M-9 first bullet point to the extent that you have previously requested deletion of the Data.

  10. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

    • undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;​

    • used, or attempted to use, the Service:

      • for improper purposes; or​

      • in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service; 

    • transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or​

    • otherwise materially breached these Terms.

N - GENERAL

  1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

  2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.

  3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.

  4. Subject to clause G-7, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

  5. If we need to contact you, we may do so by email or by posting a notice on the Website.  You agree that this satisfies all legal requirements in relation to written communications.  You may give notice to us under or in connection with these Terms by emailing contact@maintenancesystem.app

  6. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.

  7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses G-7, I, J, L, M-5 to M-9 and N-6, continue in force.

  8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.  If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms.  The remainder of these Terms will be binding on you.

  9. Subject to clauses B-1 and H-6, any variation to these Terms must be in writing and signed by both parties.

  10. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date.  The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.  Without limiting the previous sentence, the parties agree to contract out of sections I, L and M of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause N-10.

  11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld.  You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

Data processing addendum

AA - APPLICATION OF THIS ADDENDUM

  1. This Data Processing Addendum (Addendum) applies if the Processing (as defined below) of Data (as defined in our Terms of Use) is governed by the GDPR (as defined below).
  2. If this Addendum applies, this Addendum forms part of the Terms between us and you (as defined in the Terms) and sets out the parties’ agreement in relation to the processing of Data in accordance with the requirements of European Union data protection laws and regulations.
  3.  

    • Option A:  NZ supplier, SCCs included to provide additional assurance at client option:  We are located in New Zealand, which the European Commission has determined provides adequate protection for the purposes of Article 45 of the GDPR.  However, to provide you with additional assurance as to our data protection commitments, this Addendum also includes Standard Contractual Clauses (as defined below), which are pre-signed by us.  If you would like to opt in to the Standard Contractual Clauses, please complete the necessary details, countersign the Standard Contractual Clauses, and return a countersigned copy to us at contact@maintenancesystem.app.  

    • Option B:  SCCs included:  This Addendum also includes Standard Contractual Clauses (as defined below), which are pre-signed by us and form part of this Addendum.  If you would like to countersign the Standard Contractual Clauses, please complete the necessary details, countersign the Standard Contractual Clauses, and return a countersigned copy to us at contact@maintenancesystem.app

    • Option C (for NZ suppliers) is to remove the SCCs (and all references to the SCCs).

  4. Except as varied in this Addendum (including the Standard Contractual Clauses, (if applicable) all terms and conditions set out in the Terms continue to apply.​

AB - INTERPRETATION

  1. Unless the context requires otherwise:

    • capitalised terms used, but not defined, in this Addendum will have the meanings given to them in the GDPR (or, if not defined in the GDPR, the Terms);​

    • the rules of interpretation set out in the Terms apply to this Addendum; and

    • references to clauses are references to the clauses in this Addendum.

  2. In this Addendum: ​

    • Applicable Data Protection Laws means EU Data Protection Laws and any applicable data protection or privacy laws of any other country

    • EEA means the European Economic Area

    • EU Data Protection Laws means all laws and regulations, including laws and regulations of the European Union, the EEA and their member states and (if the United Kingdom ceases to be a member state) the United Kingdom, that apply to the Processing of Data under the Terms, including (where applicable) the GDPR

    • GDPR means the European Union General Data Protection Regulation 2016/679 

    • Instruction means the instructions set out in clause AC-3 or agreed under clause AC-4 

    • Personal Data means all Data which is personal data, personally identifiable information or personal information under Applicable Data Protection Laws (as applicable under those laws)

    • Processing means any operation or set of operations which is performed upon Personal Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.  Process has a consistent meaning

    • SCC, Standard Contractual Clauses means the standard contractual clauses set out in Schedule 3, as may be amended under clause AL-1.

    • Sub-Processor means any person appointed by us or on our behalf to Process Personal Data on your behalf in connection with the Terms

  3. If there is any conflict between any of the following, they will have precedence in the descending order of priority set out below:

    • the Standard Contractual Clauses;

    • this Addendum; and

    • the Terms.

AC - PROCESSING OF PERSONAL DATA

  1. With respect to the Processing of Personal Data under the Terms:

    • you act as the Data Controller;​

    • we act as the Data Processor; and

    • subject to clause AF, we may engage the Sub-Processors listed in Schedule 2.  

  2. We will comply with all Applicable Data Protection Laws that apply to our Processing of Personal Data on your behalf, including all EU Data Protection Laws that apply to Data Processors.  ​

  3. You must, when using the Service, comply with all Applicable Data Protection Laws that apply to your Processing of Personal Data, including all EU Data Protection Laws that apply to Data Controllers. 

  4. You instruct us to Process Personal Data and in particular, subject to clause AF, transfer Personal Data to any country or territory:

    • as reasonably necessary to provide the Service in accordance with the Terms;​

    • as initiated through the use of the Service by you, your Personnel and other Viewers or Recorders you allow to use the Service; and

    • to comply with any further instruction from you (including by email or through our support channels) that is consistent with the Terms and this Addendum.

  5. This Addendum and the Terms are your complete and final instructions for the Processing of Personal Data as at the time this Addendum takes effect.  Any additional or alternate instructions must be agreed between us and you separately in writing.

  6. We will not Process Personal Data other than on your Instructions unless required by any law to which we are subject, in which case we will to the extent permitted by applicable law inform you of that legal requirement before we Process that Personal Data.

  7. As required by article 28(3) of the GDPR (and, if applicable, equivalent requirements of other Applicable Data Protection Laws), the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are set out in Schedule 1.  We may amend Schedule 1 from time to time on written notice to you as we reasonably consider necessary to meet the requirements of the GDPR (and applicable equivalent requirements of other Applicable Data Protection Laws).  

  8. The duration of Processing is limited to the duration of the Terms.  Our obligations in relation to Processing will continue until the Personal Data has been properly deleted or returned to you in accordance with clause AK of this Addendum.

  9. You are solely responsible for ensuring that your Instructions comply with Applicable Data Protection Laws.  It is also your responsibility to enter into data processing agreements with other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal Data in accordance with this Addendum. 

  10. If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we will notify you as soon as reasonably practicable.  

AD - DATA SUBJECT REQUESTS

  1. To the extent permitted by law, we will notify you promptly if we receive a request from a Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws relating to any Personal Data (Data Subject Request).  
  2. Taking into account the nature of the Processing, we will assist you by implementing appropriate technical and organisational measures, to the extent possible, to fulfill your obligation to respond to a Data Subject Request under Applicable Data Protection Laws.
  3. To the extent you do not have the ability to address a Data Subject Request, we will, on your written request, provide reasonable assistance in accordance with Applicable Data Protection Laws to facilitate that Data Subject Request.  You will reimburse us for the costs arising from this assistance.
  4. We will not respond to a Data Subject Request except on your written request or if required by applicable law. 

AE - OUR PERSONNEL

  1. We will:

    • take reasonable steps to ensure the reliability of any of our Personnel engaged in the Processing of Personal Data;​

    • ensure that access to Personal Data is limited to our Personnel who require that access as strictly necessary for the purposes of exercising our rights and performing our obligations under the Terms;

    • ensure that our Personnel engaged in Processing Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and

    • ensure that our Personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data and receive appropriate training on their responsibilities.

  2. We have appointed a data protection officer who can be contacted at contact@maintenancesystem.app

AF - SUBPROCESSESORS

  1. You acknowledge and agree that we may engage third party Sub-Processors in connection with the provision of the Service.

  2. We have entered into (and will, for any new Sub-Processor, enter into) written agreements with each Sub-Processor containing data protection obligations which offer at least the same level of protection for Personal Data as set out in this Addendum and that meet the requirements of Article 28(3) of the GDPR, as applicable to the nature of the services provided by that Sub-Processor.

  3. You may request copies of our written agreements with Sub-Processors (which may be redacted to remove confidential information not relevant to this Addendum).

  4. A list of current Sub-Processors for the Services as at 01/06/2020 is set out in Schedule 2.  We may update the list of Sub-Processors from time to time and, subject to clause AF-5, we will give at least 30 days’ written notice of any new Sub-Processor.

  5. We may engage Sub-Processors as needed to serve as an Emergency Replacement to maintain and support the Services.  Emergency Replacement means a sudden replacement of a Sub-Processor where a change is outside our reasonable control.  In this case, we will inform you of the replacement Sub-Processor as soon as reasonably practicable. 

  6. If you object to any new Sub-Processor, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Service without penalty on written notice, provided (in the case of a new Sub-Processor notified under clause AF-4) your notice of termination is received by us before the effective date of our notice under clause AF-4 or (in the case of a new Sub-Processor notified under clause AF-5) your notice of termination is received by us within 30 days of our notice of the new Sub-Processor.  If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have agreed to the new Sub-Processor.

  7. We are liable for the acts and omissions of our Sub-Processors to the same extent we would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum, except as otherwise set out in this Addendum.

AG - SECURITY

We will maintain technical and organisational measures to protect the confidentiality, integrity and security of Personal Data (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), and to manage data security incidents affecting Personal Data, in accordance with Applicable Data Protection Laws.

AH - SECURITY BREACH MANAGEMENT

  1. We will comply with all applicable laws requiring notification to you of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data Processed by us or our Sub-Processors of which we become aware (Breach Incident).

  2. We will make reasonable efforts to identify the cause of that Breach Incident, notify you within a timely manner to allow you to meet your obligations to report a Breach Incident, and take steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.

AI - AUDIT AND COMPLIANCE

Upon your written request, we will, at your cost, submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Applicable Data Protection Laws (including our respective obligations under Article 28 of the GDPR). 

AJ - DATA PROTECTION IMPACT ASSESSMENT

Upon your written request, we will, at your cost, provide you with reasonable assistance needed to fulfil your obligation under the GDPR to carry out a data protection impact assessment relating to your use of the Service, to the extent you do not otherwise have access to the relevant information.

AK - RETURN AND DELETION OF PERSONAL DATA

  1. Subject to clauses AK-2 and AK-3, following termination of the Terms we will delete all Personal Data within a reasonable period from termination of the Terms.

  2. Subject to clause AK-3, you may submit a written request to us within 10 working days of the termination of the Terms requiring us, within 20 working days of your written request, to:

    • return a complete copy of all Personal Data by secure file transfer in a common format; and​

    • delete all other copies of Personal Data Processed by us or any Sub-Processor.

  3. We, or each Sub-Processor, may retain Personal Data to the extent that it is required by applicable laws, provided that we ensure the confidentiality of all such Personal Data and ensure that such Data is only processed as necessary for the purposes required under applicable laws requiring its Processing and for no other purpose. ​

  4. If we cannot delete all Personal Data due to technical reasons, we will inform you as soon as reasonably practicable and will take reasonably necessary steps to:​

    • come as close as possible to a complete and permanent deletion of the Personal Data;​

    • fully and effectively anonymise the remaining data; and

    • make the remaining Personal Data which is not deleted or effectively anonymised unavailable for future Processing.

AL - CHANGES IN DATA PROTECTION LAWS

  1. We may on at least 30 days' written notice to you from time to time, make any variations to this Addendum (including to the Standard Contractual Clauses), which we consider (acting reasonably) are required as a result of any change in, or decision of a competent authority under, Applicable Data Protection Law, to allow transfers and Processing of Personal Data to continue without breach of Applicable Data Protection Law.

  2. If you object to any variation under clause L-1, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Service without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice.  If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have agreed to the variation. 

AM - CHANGES IN DATA PROTECTION LAWS

The liability of each party to the other party under or in connection with this Addendum is subject to the limitations and exclusions set out in the Terms, and any reference in the Terms to the liability of a party means the aggregate liability of that party under the Terms and this Addendum together.

AN - GENERAL

If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity.  If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this Addendum.

Schedule 1

DETAILS OF PROCESSING 

 

Nature and Purpose of Processing 

We will Process Personal Data as necessary to provide the Service in accordance with the Terms, as further specified in our online documentation relating to the Services, and as further instructed by you and your Personnel and other Viewers and Recorders you allow to use the Service through the use of the Service. 

Duration of Processing 

Subject to clause K of this Addendum, we will Process Personal Data for the duration of the Terms, unless otherwise agreed upon in writing. 

Categories of Data Subjects 

You may submit Personal Data to the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects: employees/personnel.

Type of Data 

You may submit Personal Data to the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, the following categories of personal data:

  • first and last name

  • title

  • company

  • email address

  • user name

  • password

  • phone number

  • demographic information (address, location)

  • date of birth

  • any other information we require

Schedule 2

LIST OF SUB-PROCESSORS AS AT 01/01/2021

 

AWS  Amazon

  • Purpose: Data Hosting

  • Privacy policy: here

Wix

  • Purpose: Web site

  • Privacy policy: here

Schedule 3

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

 

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of Personal Data to Processors established in third countries which do not ensure an adequate level of data protection. 

  • Name of the data importing organisation: Maintenance System Limited

  • Address: Maintenance System Limited c/o Creative HQ, Suite 1 Level 1 Hope Gibbons Building, 7 Dixon Street, Te Aro, Wellington, 6011 , New Zealand

  • E-mail: contact@maintenancesystem.app

  • Other information needed to identify the organisation:

    • a New Zealand company, company number 7284257 (the data importer)

    • each a party, together the parties have agreed the following Standard Contractual Clauses (Clauses) in order to provide adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the Data Exporter to the Data Importer of the personal data specified in Appendix 1 of this Schedule 3. 

Clause 1:  Definitions

For the purposes of the Clauses:

a) personal data, special categories of data, process/processing, controller, processor, data subject and supervisory authority shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; 

b) the data exporter means the controller who transfers the personal data;

c) the data importer means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC; 

d) the sub-processor means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

e) the applicable data protection law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

f) technical and organisational security measures means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2:  Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3:  Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4b to i, Clause 5a to e, and g to j, Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. 

2. The data subject can enforce against the data importer this Clause, Clause 5a to e and g, Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. 

3. The data subject can enforce against the sub-processor this Clause, Clause 5a to e and g, Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses. 

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law. 

Clause 4:  Obligations of the data exporter

The data exporter agrees and warrants: 

a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;

c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

e) that it will ensure compliance with the security measures;

f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC; 

g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5b and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

j) that it will ensure compliance with Clause 4a to i.

Clause 5:  Obligations of the data importer

The data importer agrees and warrants:

a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

d) that it will promptly notify the data exporter about:

i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

ii) any accidental or unauthorised access, and

iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6:  Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7:  Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8:  Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5b.

Clause 9:  Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10:  Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11:  Sub-processing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor's obligations under such agreement. 

2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5j, which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority. 

Clause 12:  Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.