Terms of service and contract (unofficial translation)
Contract of assignment
The Accountancy Firm shall provide the Client with the Accountancy Firm’s services and, if necessary, these may be agreed in accordance with a separate Service Annex.
The prices are set out in a separate price annex attached hereto, using the pricing model mutually agreed accordingly. The price lists will be updated as necessary with prior information to the client.
The contract is valid for an indefinite period of time, subject to 2 months’ notice. The customer has the right to withdraw from the cooperation within 30 days of its commencement if he so wishes. Notification of this must be given in writing.
The services shall be provided in accordance with this Agreement, the other Annexes referred to above and the General Terms and Conditions referred to above, as well as the mandate agreement and the Annexes.
The General Conditions of Contract KL2004 contain limitations of liability of the accounting firm. These limitations of liability apply to all services provided by the Accounting Firm, whether they are accounting and bookkeeping services, tax planning services, tax and corporate advisory services, other advisory and development services or other services provided by the Accounting Firm.
General Conditions of Contract (GCC) KL2004.
Offer from
The accountancy firm’s offer is valid for 30 days from the date of the offer, unless otherwise stated in the offer.
Entry into force of the contract
The contract shall enter into force when the parties have signed the contract of engagement or the accounting firm has confirmed the client’s order.
Services
The services agreed to be provided by the Accountancy Firm are those marked with a tick in the Service Specification attached to the Agreement (hereinafter referred to as the Services). If the Accounting Firm, at the Client’s request, undertakes services other than those listed in the Annex, these Terms and Conditions shall also apply to these services.
The Accounting Firm shall commence the Service without delay after the Client has provided the Accounting Firm with the necessary information and material and has paid any agreed advance payment. The Accounting Firm shall perform the Services with due care and professionalism in accordance with the Accounting Firm’s working and reporting methods.
Basic information
The Client shall ensure that the Accounting Office has up-to-date basic information about the Client (hereinafter referred to as the Basic Information). Such information includes contact, personal, accounting and commercial register data, branch of business, domicile, location, nationality, board members and other necessary information and instructions. The Customer designates and authorises the contact person to provide the Accounting Office with the necessary information and decisions related to the Services. The parties shall inform each other of any change of contact person.
Provision of information and instructions
The information and material necessary for the performance of the Services shall be provided to the accounting office in sufficient time to enable the accounting office to carry out its tasks properly during normal working hours. Unless otherwise agreed, the material must be available to the accounting office as follows: all accounting records by the 15th day of the month following the end of the month to which they relate
seven (7) days before the approval and payment date
accounting and tax material within 30 days of the end of the accounting period at the latest
other material no later than ten (10) working days before the due date.
The Client shall contribute to the provision of the Services and shall perform his/her duties diligently in accordance with the terms of the Agreement and the instructions and recommendations of the authorities and the Accounting Firm. Inquiries and requests for verification by the Accounting Office shall be answered promptly.
Confidentiality
A party shall keep confidential the business secrets and other confidential information of the other party which it has obtained. It shall not be used except for the purpose of performing the contract. The offer, order confirmation and contract of the accountancy firm, including its terms and conditions, as well as the plans and other material contained therein, shall constitute confidential information. The obligation of confidentiality shall survive the termination of the contract. The parties shall ensure that their staff or subcontractors are also bound by confidentiality.
Duration of the contract
The contract shall remain in force for an indefinite period of two (2) months’ notice, unless otherwise agreed. Unless terminated by either party at least two (2) months before the end of the agreed period, the contract shall continue indefinitely with two (2) months’ notice.
Suspension of services and termination of the contract
The Accounting Firm shall be entitled to suspend the Services if
a) the Client’s payment to the Accounting Office is delayed for more than seven (7) days,
b) the Client fails to provide the necessary information or material in a timely manner or otherwise fails to properly contribute to the provision of the Services c) the Client fails to respond to the Accounting Firm’s request or notice, the Accounting Firm shall have the right to terminate the Agreement.
9. The Client shall have the right to terminate the Agreement if the Accounting Firm commits a material breach of the Agreement and fails to remedy the situation within seven (7) days of the Client’s written notice.
A party may terminate the agreement if the other party is declared bankrupt or is subject to reorganisation or debt restructuring proceedings.
The Customer otherwise breaches the Agreement or any laws or governmental regulations, instructions or recommendations relevant to the provision of the Services. If the Client fails to rectify the situation within seven (7) days, regardless of the Accountant’s notice.
Some services at the end of the contract
If the contract ends before the financial statements for the financial year ending during the contract have been drawn up, the accounting office will draw up the financial statements if the client pays an advance payment for them and provides the accounting office with the information and material required for the financial statements. If the contract expires in the middle of the financial year, the accounting office shall, on receipt of the advance payment, draw up the balance sheet accounts on the basis of the information available to it. Similarly, the accounting office shall provide the breakdowns necessary for payroll and payroll accounting. The accounting firm shall charge the costs and fees for the above services in accordance with its practice.
Rights to data, retention of data and disclosure of data to the client
The rights to the material and databases produced by the Accounting Firm shall belong to the Accounting Firm. This condition shall not affect the rights of the client to the material provided to the accounting firm. The accounting firm shall be entitled to retain possession of the materials which it has compiled for the client on the basis of the materials provided by the client or otherwise, until all debts owed to the accounting firm by the client have been paid, subject to bankruptcy or other compulsory legislation. Upon receipt of payment, the accountancy firm shall immediately hand over the client’s records to the client. The client shall arrange for the collection of the material at his own expense. If the client does not collect the material by the deadline specified by the accounting firm, the accounting firm shall send it by registered post, unless otherwise agreed. The accounting firm shall be entitled to retain copies of the material it has prepared even after the termination of the contract. The accountancy firm may distribute the data to a third party (e.g. a software provider) on the basis of this agreement without further confirmation from the client. The basic data will be kept by the accounting firm for at least five (5) years after the termination of the contract. The accounting firm has the right to charge a different fee for the retention of the client’s records.
Fees
The basis for determining the fee of the accounting office is set out in the annexes to the contract. In addition to the fee, the Client shall pay any necessary direct travel and other expenses. Unless otherwise agreed, the client must pay the various allowances for additional work in accordance with the accounting firm’s practice. Examples of additional work for which a fee is payable include the processing of overdue material, the amendment of charts of accounts or other material due to a change in the law or an official order or an industry recommendation to be introduced, as well as additional work due to a request for information or other request from a public authority or other additional work independent of the accounting office. However, if the information or other request from the authority is due to an error or omission on the part of the accounting office, no separate charge shall be made for additional work resulting from the request.
The fees do not include VAT, which, together with other indirect taxes and charges imposed by the authorities, are added to the fees on an itemised basis. The Service Fee shall also be payable for the period of notice according to the price list of the accounting firm, even if the services have not been provided by the accounting firm during the period of notice. The basis for the payment may be, for example, the monthly payment based on the average monthly compensation for the last six (6) months.
Payment terms, penalties for late payment
14. Unless otherwise stated in the price list of the accounting office or otherwise agreed, the payment term is 10 days from the date of the invoice and interest on arrears shall be payable in accordance with the Interest Act. The accounting office shall be entitled to charge the collection costs for late payment.
Comments on invoices
Comments on invoices must be made in writing within ten (10) days of the invoice date.
Changes in fees and general terms and conditions
In the event of changes in labour costs or other criteria for determining the fees, the accounting office shall be entitled to change the fees accordingly.
If the general terms and conditions of this contract change, the accounting firm shall be entitled to amend the terms and conditions by replacing the general terms and conditions with the amended general terms and conditions.
The Accounting Office shall notify the Client in writing of any changes to the fees and contractual conditions at least thirty (30) days before the change takes effect. In this case, the Client shall have the right to terminate the contract in writing within fourteen (14) days of the date of the notification, with effect from the date on which the change takes effect.
In the event of a change in the fees or the basis for the fees due to a change in the law or an official regulation, the Accounting Office shall be entitled to change the fees accordingly. Any changes must be notified at least 14 days before the change comes into force.
Liability of the parties
The customer is responsible for its accounting as an accountant, its taxes as a taxpayer and its employer’s obligations as an employer of its staff. The customer is responsible for making the appropriate control and regulatory declarations and obtaining the necessary permits. These responsibilities are not transferred to the accounting firm. The client shall ensure that the appropriate documentation describing the transactions is collected, stored and forwarded to the accounting office. The client is responsible for the accuracy, completeness and accuracy of the information and material submitted to the accounting office and for its inclusion in the accounts. The client decides which calculations and reports are to be made and how they are to be used.
The Accounting Firm shall make the Services and its expertise available to the Client in accordance with the Agreement and these Terms and Conditions. The Accountancy Firm shall inform the Client of any errors it detects in the material provided by the Client. However, the Accountancy Firm shall not be obliged to observe or correct any invoice or other errors in the material provided by the Client or to verify any information provided by the Client, unless otherwise agreed.
The Accountancy Firm shall be liable, within the limits set out in these General Terms and Conditions, for any breach of contract, error in the Service and damage caused to the Client by its negligence. The Accountancy Firm shall only be liable to compensate for the damage to the extent and to the extent that the Client proves that the Accountancy Firm’s proper and timely performance of its contractual obligations would have prevented or limited the damage.
Notification and rectification of the accounting firm’s error
If an error occurs in the Service provided to the Client by the Accounting Firm, the Client shall immediately notify the Accounting Firm. The accounting firm shall then be entitled and obliged to correct the error caused by it free of charge as soon as circumstances permit. If the Client fails to report an error which the Client has discovered or should reasonably have discovered, the Client shall not be entitled to make any claims based on the error.
The accountancy firm is liable only for its own actions
The Accountancy Firm shall not be liable for the Client’s taxes or for any damages other than those referred to in paragraph 22 above. The accounting firm shall not be liable for compensation if the damage is caused by incompleteness, inaccuracy or delay in the information or instructions provided by the client or the material supplied or is otherwise attributable to the client or if the damage is caused by a person other than the accounting firm acting for or on behalf of the client. The accounting firm shall not be liable for damage caused by the fact that the client or a person other than the accounting firm acting on the client’s behalf has not complied with laws or official regulations directly or indirectly relevant to the Service or with the agreed terms and conditions. At no time shall the Accounting Firm be liable for business or management decisions, which shall be decided by and the responsibility of the Client.
Limitation of the Accounting Firm’s liability to direct damage and maximum amount
25.The Accounting Firm shall not be liable for indirect damage such as loss of income, turnover or market, interruption of production or service, loss of profit or any other comparable damage. The Accounting Firm shall only be liable for direct damage caused by its negligence. However, the maximum liability of the accounting firm shall not exceed EUR 10,000 in any one incident and EUR 20,000 in total for any incident occurring during the same financial year. The damage is considered a single incident even if it is caused by a repetition of the same error and even if it affects more than one financial year. The loss is deemed to have occurred wholly in the financial year in which it materially occurred, even if any part of the loss occurs in another financial year.
Any breach of contract, error or omission in the performance of the Services shall not give rise to any penalty for the Accounting Firm other than as set out above.
Time limit for lodging claims
Claims against the accounting office must be made in writing without delay. If an error or omission is discovered or becomes immediately apparent, the notice shall be given immediately and within fourteen (14) days at the latest. If the specified claim has not been made to the accounting office within six (6) months of the discovery of the damage, no compensation shall be paid. No compensation will be paid if the claim is made more than three (3) years after the provision of the Service in question. However, if the damage is caused by an error for which the accounting office is responsible and which was committed in the Service directly related to the client’s accounts for the purpose of post-tax auditing, the time limit of six (6) years from the provision of the Service in question shall apply instead of the three (3) years mentioned above.
Third party claims
If a third party makes a claim against a party on the basis of the Services or the mandate agreement, the other party must be informed without delay. If the accounting firm has to pay damages to a third party, the client must compensate the accounting firm for the loss incurred, insofar as this is not due to the accounting firm’s error or negligence in complying with the terms of the contract.
Subcontractors and staff
28. The Party shall be responsible for the performance of its subcontractors as if they were its own. The Client’s obligations to the accounting firm and the terms and conditions of the accounting firm’s limitations of liability shall also apply to the accounting firm’s subcontractors, staff, shareholders and directors.
Liability insurance for the accounting firm
The accounting firm shall maintain, at its own expense, appropriate liability insurance. In the event of an accident, the client must, for his part, provide the insurance company with the necessary explanations and allow it to assess the amount and nature of the loss.
Force majeure; grounds for exemption
30. If the performance of a party’s contractual obligations is prevented, hindered or delayed by a circumstance beyond its control (force majeure), such as strike, lockout or other industrial action, fire, other accident or crisis, lightning or other natural event, or communication or power failure, the party shall be released from its contractual obligations and the consequences thereof for as long as the circumstances require. The grounds for exemption shall also include error or delay by a public authority or bank, failure of hardware, software, connections or lines, interruption, suspension or failure of communications or connections, and action by the network operator.
31. The other party shall be notified without delay of the force majeure event and its termination.
Announcements
Termination or cancellation of the contract, as well as other notices and communications under the contract, must be made in evidence. Unless otherwise agreed, notices shall be deemed to have been given and received by the addressee on the first working day following the day on which they have been deposited for delivery by the Post Office at the address specified in the Agreement or subsequently specified in writing by the party,
they are sent to the e-mail address specified in the Agreement or subsequently specified in writing by the Party.
Electronic communication
The Parties shall each be responsible for their own data security and shall ensure that their anti-virus and other security systems are maintained and kept up to date. The Parties acknowledge and accept that, notwithstanding this, electronic communications may be disrupted. Unless otherwise agreed, the Parties may send messages and attachments to each other by e-mail without encryption. A Party shall not be responsible for the unaltered or undelayed receipt of any message or attachment sent to it via the Electronic Communications System.
Restricted remote access to the software used by the accountancy office
If it has been agreed that the Customer shall produce part of the accounting, calculation or other material relating to the Services by remote use of the application software used by the accounting office via data network transmission, the following shall apply, unless otherwise agreed:
For a separate fee, the Accounting Firm will provide the Client with limited remote access to the application software used by the Accounting Firm. The application software shall be located on a server designated by the accounting office or by the software provider that has granted the access to the accounting office. The customer shall be responsible for the establishment of the telecommunications connection and the cost of data transmission, as well as for the suitability, functionality and maintenance of the software and the terminal and computer equipment used. The Customer shall have up-to-date virus protection and firewall systems. Unless otherwise agreed, the accounting firm is not responsible for the functionality of the software in the client’s environment, nor for any changes to the client’s environment that may be required as a result of any repairs, updates or maintenance of the software.
The Client shall be responsible for its own use of the Software and for the content, accuracy and appropriateness of the material created using the Software. The material thus produced by the Client shall be deemed to be accounting material provided by the Client to the Accounting Firm.
The Client shall comply with the instructions provided by the Accounting Firm and/or any third party, such as the software manufacturer, and shall use its remote access rights only for the agreed purpose. The Client shall not be entitled to transfer the remote access right, or any part of the material or service produced by it, without the written consent of the Accounting Office, unless otherwise required by mandatory law.
The Client shall keep the remote access IDs and passwords received with care. Unless otherwise agreed, remote access passwords shall only be used by a designated user who is a member of the Customer’s staff. The Customer shall at all times be responsible for any action taken under the user IDs provided to the Customer.
The Accounting Office may provide standard telephone advice on the remote use of the Application Software. Unless otherwise expressly agreed, the Accounting Office is not responsible for the continuous uninterrupted and uninterrupted availability of the Application Software. The Accounting Office shall not be liable for any damages resulting from disruptions or interruptions. The Customer shall notify the Accounting Office of any disruption on an individual basis and the Accounting Office shall endeavour to resolve the problem as soon as the nature of the disruption reasonably requires and resolution is possible. This may be done, for example, by providing instructions on how to work around the problem. If the failure is due to a cause beyond the control of the accounting firm, the accounting firm shall be entitled to receive a different fee for the settlement work.
Infringement of intellectual property rights
The accounting firm shall be responsible for ensuring that the use of remote access does not infringe the intellectual property rights of a third party in Finland at the time the contract is concluded. If the third party considers that the client infringes its intellectual property rights by using the remote access, the client must notify the accounting firm of the claim in writing without delay. If the client authorises the accounting firm to respond to the third party’s claims and provides the accounting firm with the information and assistance necessary for the handling of the matter, the accounting firm shall do so at its own expense in the manner it deems best and shall be liable for any compensation payable by the client. The payment of compensation is subject to the proviso that responsibility for the exercise of the rights lies with the accounting firm in accordance with the terms of the contract.
If a claim is finally admissible or if the accounting firm considers the claim to be justified, the accounting firm shall be entitled, at its discretion, to
at its own expense, to obtain the right to continue the use or part of the use,
replace it with another functionally equivalent
to modify the remote access right in such a way that the rights of a third party are not infringed or terminate the remote access right without notice.
The infringement is not considered as an error or delay on the part of the accounting office. The liability of the accounting firm for infringement shall be limited to the measures provided for in this paragraph. The accounting firm shall not be liable for any infringement of rights resulting from failure to follow the instructions given in the remote access.
Duration and termination of remote access rights
Each party may terminate the Remote Access Agreement by giving 1 (one) month’s notice, unless otherwise agreed. The remote access right shall be valid for no longer than the period for which the Accounting Office has the right to use the Application Software. The remote access right shall expire at the latest when the contract for the Services expires.
Recruitment restriction
Neither party shall, without the consent of the other party, employ any person who is or has been employed by the other party to perform the essential functions contemplated by the Services, or make any other arrangement for the employment of such person, until six (6) months after the expiry of the contract for the Services.
Unless otherwise agreed, the party in breach of the recruitment restriction shall pay to the other party compensation equal to six (6) months’ gross salary of such person.
The recruitment restriction shall not apply if the employment relationship has been terminated for reasons attributable to the employer.
Transfer of contract
The contract may be transferred only with the written consent of the other party.
Amendment of the contract
Amendments to the contract other than those referred to in paragraphs 16-19 must be made by mutual agreement in writing.
Previous agreements
The Agreement containing these Terms and Conditions shall supersede all prior agreements, oral and written communications between the parties relating to the Services covered by the Agreement.
Settlement of disputes
The parties shall endeavour to settle any disputes by negotiation. The parties may settle any disputes arising out of this Agreement primarily by amicable settlement in accordance with the Rules of Conciliation Procedure of the Finnish Bar Association or, if the law so permits, by judicial conciliation. The settlement may be submitted to an arbitrator for confirmation. Otherwise, disputes shall be settled by the district court of the defendant’s domicile.
Other conditions
These General Terms and Conditions and the other documents referred to in the contract shall apply to the contract in accordance with Finnish law. The information contained in the accounting firm’s brochures, price lists and other material shall only form part of the contract if expressly stated in the offer, order confirmation or contract.
Order of application
In the event of any conflict between the contents of the contract documents, the documents shall be applied in the following order of precedence: Contract of assignment Service specification and other annexes to the contract in numerical order.
Annexes
Talousavain.net / Vendea Oy (2347831-4)
PRICE SCHEDULE (annex to contracts) from 1.1.2021 – prices VAT0 STARTING RATE INCREASING INCOME TAX
Hourly rate KK package KK package
Normally billed every 1 month with a 10 p.m. payment period. Changes in prices will be notified 1 month in advance. The budget key is entitled to add to the fees and charges the amount of VAT and other public charges required by the law applicable at the time. A package for flexible shared management between the client and Talousavaime. You can manage your affairs independently and Talousavai will only help you if necessary. Invoicing is based on measures and time. A fixed price solution. Talousavain takes care of the basic accounting, the necessary declarations and other obligations, as well as the monthly checks. The customer takes care of sending and following up sales invoices with the support of Talousavai, and for purchase invoices, the customer takes care of invoice payment. The package can be completed with additional services if required, e.g. sales invoicing, reporting, payroll. A comprehensive service for customers who want Talousavaime to handle not only the normal monthly financial management but also the annual measures at a fixed price, or who want more extensive support for financial management and also for business monitoring. Talousavain can also provide support for internal monitoring and the service can also be complemented by the company’s own financial manager service.
Software fees 19 € / 49 € per month (Briox) According to software According to software
Dedicated contact person and alternate x x x
Declarations (VAT, annual declarations) 19,00 € / month x x
Foreign sales declarations, EU sales or other 19,00 € / month 19,00 € / month 19,00 € / month
Basic bookkeeping check, entries etc 69 € / hour x x
Monthly analysis of the company’s situation Reports Reports Reports x
Request or collection of missing data 69 € / hour 69 € / hour 69 € / hour 69 € / hour
Data retrieval monthly fee (Izettle, Vault or others) 9,00 €/month + 4,90 €/material 9,00 €/month + 4,90 €/material 9,00 €/month + 4,90 €/material
Support for software and deployment work 69 € / hour 69 € / hour 69 € / hour
Accounting 69 € / hour 69 € / hour x
Income tax return 69 € / hour 69 € / hour x
Other work 69,00 € / hour or 4,90 € measure 69 € / hour 69 € / hour
Other services
Finadeck reporting, budgeting, intelligent management tool – including cash forecasting and budgeting. From 49,00 € / month From 49,00 € / month From 49,00 € / month
Financial Manager 79 € / hour 79 € / hour 79 € / hour 79 € / hour
Sales or marketing work or website projects 79 € / hour 79 € / hour 79 € / hour 79 € / hour
Legal advice 129 € / hour 129 € / hour 129 € / hour
Special tasks 199 € per hour 199 € per hour 199 € per hour
Payroll
Palkkaus.fi service fees (also self-service) Palkkaus.fi
Payroll service fee (incl. pick-up of material for accounting) 9,00 € / month
User fee palkkaus.fi / payroll transaction 4,9 € / payroll
Support according to the need for a separate charge per hour 69 € / hour
SALARY SERVICES – To be agreed separately. Palkkaus.fi Netvisor salaries
Payroll service fee 19 € / month As part of the monthly package
User fee payroll / employee 19 € /salary 19 € /salary
Payroll if hourly charge 69,00 €/hour 69,00 €/hour
OTHER SERVICES
Virtual address (pre-posting separately) for customers 19,90 € / month 19,90 € / month 19,90 € / month
Satisfaction guarantee – you can try the service for 30 days risk free, if you are not satisfied you can stop the service immediately and we will not charge you for your own service (please note transaction, authority, and program debits will be charged as well as start-up costs).
AGREEMENT ON THE PROCESSING OF PERSONAL DATA
Definitions
Personal data is information relating to a natural person (hereinafter referred to as “the data subject”) or to his or her characteristics which can be associated with his or her family or with persons living in the same household as him or her.
persons living with him or her. It may be, for example, personal data of customers, employees or business contacts, such as name, address, telephone number or any other data that can be linked to a specific person. A processor of personal data is a person, a company,
organisation, authority or agency that processes personal data on behalf of the controller. For the purposes of this Agreement, the term Processor is used to refer to the Processor. Processing is an activity concerning personal data, such as collecting, recording, organising, structuring, storing, processing, modifying, altering or using personal data.Data Subject means the person whose data is recorded in a register.Controller is the person, company or organisation that discloses the personal data to a third party.
personal data and who determines the means of processing personal data for the purposes for which they are collected. For the purposes of this Agreement, the term ‘controller’ is used to refer to
Customer.
Data Protection Legislation means the general data protection legislation of the European Union.
European Union General Data Protection Regulation (679/2016) and other data protection provisions; and
any guidance, advice or regulation issued by a data protection authority.
2.The parties
Nature and purpose of the processing of personal data
By this Agreement, the Supplier processes personal data on behalf of the Customer, on the basis of an agreement between the Parties.By this Agreement, the Parties further agree on the principles and purposes of the processing of personal data.
This Agreement forms part of the agreement between the Parties (the “Main Agreement”) and constitutes an annex to the Main Agreement.
The terms of the Main Agreement shall apply to this Agreement to the extent not otherwise agreed in the Main Agreement. In the event of any conflict between this Agreement and the Main Agreement, this Agreement shall prevail with respect to the processing of personal data.
Personal data processed
The Supplier shall process personal data on behalf of the Customer, including the following
Payment of wages and related data such as tax card, employee,
pay slip and other data.
Invoice data for both purchase and sales invoices.
Supplier and customer data
Contract data
Any other information that the customer shares with the supplier when acting jointly with the supplier.
Commitment to the controller’s instructions
The Supplier undertakes to process the Personal Data in accordance with the Customer’s instructions and the contractual terms and conditions.
The Customer has the right to provide the Supplier with binding written instructions on the processing of personal data. The Supplier shall process personal data in accordance with the data protection legislation and the instructions provided by the Customer to the Supplier.
in accordance with the written instructions provided by the Customer to the Supplier. The Supplier shall inform the Customer immediately if the Supplier considers that the Customer’s instructions are in breach of the Data Protection Legislation.
Information security
The Supplier shall ensure that security and other updates are carried out carefully. Unnecessary data will be deleted immediately (e.g. any paper copies will be destroyed in a shredder). Data will be stored on mutually agreed storage media, such as accounting and payroll software and any cloud services. For sensitive personal data such as payroll etc., the supplier will use only encrypted emails or encrypted cloud computing applications. The supplier uses double encryption keys for the customer’s system IDs. It is the customer’s responsibility to ensure that their own passwords are stored carefully and securely. The Supplier undertakes to implement adequate security measures to protect personal data. The supplier undertakes to maintain security by using anti-virus and firewalls on computers and to maintain access control to the premises. The Supplier also undertakes to maintain adequate and competent resources to ensure that personal data are processed in a secure manner. The Supplier shall notify the Customer without undue delay in writing of any breach of security of personal data or any other event that compromises the security of personal data or that the Supplier has reason to believe may have compromised the security of personal data. The Supplier shall also report any action taken as a result of the breach. The Supplier shall notify
at least the following information to the Customer about the breach:
a description of the nature of the breach
B. the personal data of the data subjects affected by the breach
C. a description of the subject of the data breach and the persons affected by it
the number of persons affected by the breach
D. a description of the supplier’s corrective measures to prevent future breaches
E. a description of the consequences of the breach
F. a description of the steps taken by the Supplier to minimise the data breach.
The Supplier shall document all security breaches, their effects and the corrective measures taken.
Confidentiality
The Supplier’s employees and any subcontractors who are authorised to process personal data shall sign confidentiality agreements, if they have not already done so, and thereby undertake to comply with the obligation of confidentiality. In addition, the Supplier declares that the personal data
will only be processed for the agreed purpose in the context of the work.
Obligation to provide assistance and information
The Supplier shall, without delay, upon request by the Customer, provide the Customer with all information, including access rights, required to protect the rights of data subjects or to comply with
requirements of data protection authorities. The Supplier shall promptly inform the Customer of any requests or enquiries from the data protection authority or other public authorities. The Supplier shall be entitled to charge for these tasks in accordance with the Parties’ Main Agreement or, in the absence of a price
agreed, in accordance with the Supplier’s general price list.
Supplier’s own subcontractors
The Supplier shall be entitled to use subcontractors as processors of personal data. For any subcontracting, the Supplier must have a written agreement in which the subcontractor must comply with the same obligations and commitments as set out in the contract and in the Data Protection Legislation. The written agreement must also give the subcontractor the same rights as the Customer has against the Supplier.The Supplier is responsible for the actions of its own subcontractors and for any failure to comply with this Agreement or the Data Protection Legislation in relation to the Customer.The Customer or an auditor authorised by the Customer shall have the right to audit the compliance of the Supplier or its subcontractors with their obligations to process personal data. The Supplier shall permit and participate in audits carried out by the Controller or any other auditor authorised by the Controller. The parties shall each bear their own costs of the audit.
Location of personal data
The Supplier shall be entitled to freely transfer personal data within the European Union or the European Economic Area. The data may also be transferred outside the European Union or the European Economic Area, provided that data protection legislation is complied with and that adequate security measures are taken to safeguard the processing of personal data. The customer has the right to be informed at any time of the location of the data processing.
Deletion of data
The Supplier may not delete the personal data processed during the term of the contract without the Customer’s request. Upon termination of the Contract, the Supplier shall delete or return to the Customer all personal data under the Contract and delete all copies thereof. If, at the end of the contract, the Customer does not request the deletion of
personal data, the Supplier shall retain it for six (6) months before deleting it, unless otherwise required by law.
Deletion of data
The Supplier may not delete personal data processed during the contract without the Customer’s request. Upon termination of the Contract, the Supplier shall delete or return to the Customer all personal data covered by the Contract and delete all copies thereof. If, at the end of the contract, the Customer does not request the deletion of
personal data, the Supplier shall retain it for six (6) months before deleting it, unless otherwise required by law.
Liability for damages
A Party shall be liable to compensate the other Party for any direct damage caused to the other Party as a result of a breach of this Agreement, subject, however, to the limits of the Main Agreement.
Signatures
This Agreement shall enter into force upon electronic acceptance or signature by both Parties. This Agreement shall automatically terminate upon termination of the Main Agreement.
