General Terms and Conditions

The following general Terms and Conditions (the “GTC”) apply to all contracts concluded between You (the “Customer”) and up2parts GmbH, (registered number HRB 5103, Amtsgericht Weiden i. d. OPf.) whose registered office is at Dr.-Müller Straße 26 92637 Weiden i. d. OPf., Germany (the “Provider”);

By clicking the Subscription Button, you agree to all of these terms

1. DEFINITIONS AND INTERPRETATION

In these GTC:

1.1 the following words and expressions have the following meanings unless the context otherwise requires:

“EULA”the END USER LICENCE AGREEMENT which is made available to the Customer and/or users and can be accessed here: https://www.up2parts.com/en/eula
“License Fee”means the Fees payable by Customer as set out in the ordering process on the website, invoices or price list.
“SaaS Service”the Service of providing the Software over the internet through a browser without the necessity of installing it locally.
“Software”the Software based on UP2PARTS CLOUDas further specified in the Documentation and any Software Update made available to the Customer by the Provider from time to time under these GTC.
“Subscription”a rental agreement regarding the rental of the Software.
“Subscription Date”the day of the confirmation of the order.
“Subscription Button”the button in the ordering process titled either “Subscribe with obligation to pay” or “Subscribe Free” depending on the Subscription Plan and License Metric

1.2 With the exception of the EULA, these terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.

1.3 Terms not defined in these GTC shall have the meaning as defined in the EULA.

2. CONCLUSION OF CONTRACT

2.1 By clicking the Subscription Button (“register now” for free subscriptions and “order for a fee” for paid subscriptions) in the last step of the order process, the Customer submits a binding offer for a Subscription of the SaaS Service displayed in the order overview. The Customer also thereby declares that the Customer is a merchant within the meaning of the German Commercial Code. The provision of SaaS Service to consumers (sec. 13 BGB) is not governed by these GTC.

2.2 A contract comes into existence between the Customer and the Provider as soon as the Subscription order is confirmed by means of a separate email. Please regularly check the spam folder of your mailbox.

3. INFORMATION ON ADJUSTMENTS

3.1 To place an order, the Customer may start by placing the desired Licence in the shopping cart.

3.2 The Customer may modify at any time the desired quantity or delete Subscriptions completely from the cart. By clicking on the button „Next“, the Customer will be redirected to a website where the Customer may enter data and choose the payment method. The Customer can review the input on the overview page that will open up. Input errors can be corrected (e.g. with respect to the payment method, data or quantity), by clicking „Edit“ next to the respective field. The order process can be cancelled by closing the browser window. By clicking the confirmation button Subscription Button, the Customers declaration becomes binding in the meaning of clause 2.1 of these GTC.

3.3 Customer will receive the contractual provisions together with information on the goods ordered and/or services booked including these GTC and the information on the right of withdrawal by email upon acceptance of the contract offer or together with the notification thereof. Provider will not store the contractual provisions for Customer.

4. SUBSCRIPTION SERVICES

4.1 The Provider will enable the Customer to use the Software for the duration of the Subscription Term in accordance with the EULA.

4.2 The Provider is entitled to change services, in particular to change the Software due to technical advancements. The Provider will give at least one month notice before changing any services. The Customer may terminate the Agreement with two weeks’ notice until the date of the change if the changes are material. Material changes are changes which lead to less functionalities as in the previous version of the Software.

4.3 The Software will not be made available in physical form or as a download but will be made accessible via the internet through a browser.

4.4 The Provider will not be under any obligation to:

      4.4.1 to provide Software Updates; or

      4.4.2 to upgrade the Software or Documentation.

4.5 The Provider is under no obligation and makes no warranty relating to frequency of Software Updates.

4.6 The Provider will enable the use for 98,5% of each month. The Provider will inform the Customer before a scheduled maintenance that might affect the accessibility of the Software.

5. SUBSCRIPTION TERM

5.1 The subscription term is 12 Months (the “Subscription Term”).

5.2 The Subscription Term starts with the day of the confirmation of the order (the “Subscription Date”) and ends at the end of the last day.

5.3 Unless provided otherwise, the Subscription Term is tacitly automatically renewed at the end of the Subscription Term for an additional Subscription Term. /n/n5.4 The Customer may increase the number of eligible Users during the Subscription Term in accordance with the schedule in Annex 1. Any decrease of the number of eligible Users will only take effect with the next Subscription Term.

5.4 The Customer may increase the number of eligible Users during the Subscription Term in accordance with the schedule in Annex 1. If the number of users is expanded during the current period the subscription period is extended by 12 month from the acceptance of the order through the order confirmation of the expansion. Any decrease of the number of eligible Users will only take effect with the next Subscription Term.

5.5 By way of derogation from clause 5.1 to 5.3, the Subscription Term for a Test License is limited to three months from the day of the Subscription Date and is not renewable. If the test license is included in another license (“main license”) the test also ends automatically. The main license is extended according to the provision of clause 5.3.

6. LICENCE FEE

6.1 The Customer will pay the Provider the Licence Fee based on the licence metric and the Subscription term as depicted in Annex 1.

6.2 The Licence Fee is due at the beginning of each new calendar month. If the subscription begins after the beginning of the month, the pro rata Licence Fee is added to the next monthly payment. The payment can be made via invoice.

6.3 In the case of a renewal, the Licence Fee for the renewed term is in accordance with Section 6.2.

6.4 In the case of an increase of eligible Users during the Subscription Term in Clause 5.4, the Licence Fee is increased to the applicable higher Licence Fee on a pro rata basis for the remaining days of the Subscription Term. This 3increase is due immediately after the confirmation of the change. If the increase begins after the beginning of the month the pro-rata license fee will be added to the next monthly payment. For the avoidance of doubt, Customer has no right to downgrade within a Subscription Term unless otherwise agreed between the parties.

7. LICENCE

The Customer’s acceptance of these GTC alone does not grant the Customer any right to use the Software. The right to use the Software will be granted separately under the terms and conditions of the EULA, which have to be accepted by the Customer during the order proces

8. UPLOAD OF DATA

8.1 The Customer ensures that the Customer holds all necessary rights for any User content that is uploaded to the servers of the Provider.

8.2 The Provider is entitled to temporarily block any User immediately if there is a justified suspicion that the uploaded data is illegal and/or violates rights of third parties. A justified suspicion of illegality and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform the Provider of this. The Provider will immediately inform the Customer of the blockage and its reason. The User is unblocked as the suspicion is invalidated.

8.3 The provider is entitled to use the uploaded data to improve the software. The authorization expires if the customer removes the uploaded data or if these are deleted as part of the termination.

9. RIGHTS IN CASE OF DEFECTS

9.1 The Software provided by the Provider shall be substantially in accordance with the Documentation as made available by the Provider. Documentation shall not be deemed guaranteed unless separately agreed in writing. In respect of Updates, upgrades and the delivery of new versions, the Customer’s rights in case of defects shall be limited to the new features of the update, upgrade or new version compared to the previous version release.

9.2 The Provider will remedy any defects by way of improvements and/or a replacement of the Software. If the defect is not cured within a first time limit and the Customer has set the Provider a reasonable second time limit without success or if a reasonable number of attempts to remedy are unsuccessful, then Customer may, subject to the statutory prerequisites, opt to terminate the Subscription and/or claim for damages. The remedying of the defect may also take place through the delivery or installation of a new program version or a work-around. If the defect does not or not substantially impair the functionality, then Provider is entitled, to the exclusion of further rights in case of defects, to remedy the defect by delivering a new version or an Update as part of its version, Update and upgrade planning.

9.3 If the Customer is a merchant, the Customer is still obliged to pay the entire subscription fee in the case of a defect, unless the right to reduce the fee is undisputed or final and absolute under a court judgment. Any potential claims for unjust enrichment remain unaffected. Consumers may reduce subscription fees – where applicable - in accordance with the statutory provisions.

9.4 Defects must be notified in writing with a comprehensible description of the error symptoms, as far as possible evidenced by written recordings, hard copies or other documents demonstrating the defects. The notification of the defect should enable the reproduction of the error. This shall not affect the statutory obligation of the Customer to inspect and notify defects.

9.5 Any claims for damages are subject to the limitations set forth under clause 10.1.

9.6 The Provider may refuse to remedy defects or deliver replacements, until the Customer has paid the agreed fees to the Provider, less an amount which corresponds to the economic value of the defect.

9.7 If the subscription is free, the rights in case of defects are restricted to the statutory liability for defects as described in Sec. 600 of the German Civil Code.

10. RIGHTS IN CASE OF DEFECTS IN TITLE

10.1 The Software provided by the Provider shall be free from third party rights, which prevent the use in accordance with the contract. Excepted from this are customary retentions of title.

10.2 To the extent that there are defects in title, the Provider is entitled at its option to either (i) take legitimate measures to remove the third party rights, which impair the contractual use of the Software, or (ii) remedy the enforcement of such claims, or (iii) change or replace the Software in such a manner, that it no longer infringes the rights of third parties, provided and to the extent that this does not substantially impair the warranted functionality of the Software.

10.3 If a release under clause 10.2 within a reasonable time limit set by the Customer fails, then the Customer may subject to the statutory prerequisites at its option terminate the Subscription or claim damages.

10.4 In all other respects clauses 9.3, 9.4, 9.5 and 9.6 apply accordingly.

11. LIABILITY AND DAMAGES

11.1 The Provider shall be liable under the terms of this Agreement only in accordance with the provisions set out under clauses 11.1.1 to 11.1.5:

 

     11.1.1 The Provider shall be unrestricted liable for Losses caused intentionally or with gross negligence by the Provider, its legal representatives or senior executives and for Losses caused intentionally by vicarious agents in performance; in respect of gross negligence of other assistants in performance the Provider’s liability shall be as set forth in the provisions for simple negligence in clause 11.1.5 below.

     11.1.2 The Provider shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of the Provider, its legal representatives or assistants in performance.

     11.1.3 The Provider shall be liable for Losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for the Provider at the time the warranty was given.

     11.1.4 The Provider shall be liable in accordance with the German Product Liability Act in the event of product liability.

     11.1.5 The Provider shall be liable for Losses caused by the breach of its primary obligations by the Provider, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Customer may rely. If the Provider breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by the Provider at the time the respective service was performed.

 

11.2 The Provider shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.

11.3 Any more extensive liability of the Provider is excluded on the merits. In particular, the Provider is not liable for initial defects, except in cases of clause 11.1.

12.DATA PROTECTION

12.1 The use of personal data will be in accordance with the Privacy Notice, which can be accessed at https://www.up2parts.com/en/privacy-policy

12.2 Provider processes personal data on behalf of the Customer. Annex 2 governs the processing of personal data and forms an integral part of these GTC

13. EXPORT CONTROL

The Customer will comply with all Export Laws and Sanctions

14. TERMINATION

14.1 Any party may terminate the Subscription before the end of the Subscription Term with four weeks notice. The Customer may do so by E-Mail to support(at)up2parts.com that contains the respective declaration as well as the customer and contract information. The Subscription Term will not be renewed in this case. The Customer will be able to use Software until the end of the Subscription Term.

14.2 If a party:

 

     14.2.1 commits a material breach of this these GTC or the EULA which cannot be remedied; or

     14.2.2 commits a material breach of these GTC or the EULA which can be remedied but fails to remedy that breach within 14 days of a written notice referring to this clause 14.1, setting out the breach and requiring it to be remedied being given by the other party,

     the other party may terminate the Subscription by giving not less than 14 days’ written notice to that effect to the party in breach provided that the notice to terminate is given within six months from the date of the material breach occurring or the party terminating the Subscription becoming aware of it, whichever is the later.

 

14.3 Subject to clause 14.4, the Provider may terminate the Subscription by giving not less than 7 days’ written notice to that effect to the Customer if the Customer fails to make any payment due to the Provider under the Subscription within 14 days after the due date.

14.4 The right of termination set out in clause 14.3 will not arise in respect of any failure to make payment of any sum if the amount of such sum is and remains the subject of a bona fide dispute between the Customer and the Provider (where any sum which is not part of the bona fide dispute has been paid in accordance with these GTC) and for a period of 7 days following resolution of such dispute.

14.5 The Provider may terminate the Subscription with immediate effect by giving notice to the Customer if:

 

     14.5.1 any Sanction is imposed in respect of any country or territory from which the Software, Documentation or Services are exported or provided or into which they are imported or in which they are received;

     14.5.2 a Sanction is made in respect of the Customer or any User or in respect of any country in which the Customer or any User is incorporated or operates;

     14.5.3 the Provider has reasonable cause to believe that the continued licensing of the Software or performance of any of the Services is or would be in violation of or a breach of any Sanction or Export Law; or

     14.5.4 the Provider has reasonable cause to believe that the Customer or any User has breached or is likely to breach any Sanction or Export Law.

 

14.6 The parties acknowledge and agree that if, at any time, a party is entitled to exercise more than one right of termination under these GTC, such party may, at its sole discretion, elect which (if any) termination right or rights it wishes to exercise.

15. CONSEQUENCES OF EXPIRY OR TERMINATION

15.1 Following the Termination Date:

 

     15.1.1 the following provisions will continue in force: clauses 11, 12, 15, 19-19 together with any other provisions which expressly or impliedly continue to have effect after expiry or termination of the Subscription; and

     15.1.2 all other rights and obligations will immediately cease (including, without limitation, the licences granted in clause 2) without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the Termination Date.

 

15.2 Within 30 days after the Termination Date the Provider will return to the Customer or delete all copies of Customer data in its possession or control unless the Provider is required to keep copies for any regulatory purpose in which case the Customer has the burden of proof.

16. SEVERANCE

If any term of these GTC is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these GTC and this will not affect the remainder of these GTC which will continue in full force and effect.

17. ASSIGNMENT

17.1 Except for monetary claims, the Customer will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under these GTC.

17.2 The Provider will be entitled in its sole discretion to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under these GTC

18. SUB-CONTRACTING

18.1 The Customer will not be entitled to sub-contract any of its obligations under these GTC.

18.2 The Provider will be entitled to sub-contract any of its obligations under these GTC. The Provider will ensure that any such sub-contractor is bound by contractual terms substantially equivalent to those which apply to the Provider’s obligations under these GTC.

19. CHANGE OF TERMS

19.1 The Provider may change these GTC or the EULA. The Provider will inform the Customer about any upcoming changes. If the Customer does not reject these changes within 6 (six) weeks after being informed by the Provider, the changes will take effect and become binding between the Parties with the beginning of the next renewed Subscription Term.

19.2 The Parties’ rights of Termination remain unaffected.

19.3 With the information on the upcoming changes, the Provider will also inform the Customer about his right to reject the changes and the effects of an omission.

20. GOVERNING LAW AND JURISDICTION

20.1 These GTC and any non-contractual obligations arising out of or in connection with it will be governed by the laws of Germany. The United Nations convention on contracts for the international sale of goods shall not apply.

20.2 The courts for the Provider’s registered office shall have exclusive jurisdiction over all disputes under and in connection with these GTC.

Annex 1 – License Fee

 

License NameNumber of UsersPayment Schedule
UP2PARTS CLOUD BASIC*up to 20free
 from 21Individual offer
UP2PARTS CALCULATION TESTVERSION**up to 2030 days free*
UP2PARTS CALCULATIONup to 20monthly: EUR 179,00/ User
 from 21Individual offer


All fees are excluding VAT.

 

*The Trial License ends automatically after the trial period has expired.

**An UP2PARTS CALCULATION Licence requires an UP2PARTS CLOUD BASIC Licence for the User.


 

Annex 2 – Data Processing Addendum

This Data Protection Addendum („Addendum“) forms part of and amends, as applicable, the GTC and EULA („Principal Agreement“).

The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement. Except as modified below, the terms of the Principal Agreement shall remain in full force and effect. If there is a conflict in terms between this Addendum and the Principal Agreement, this Addendum shall control.

1. Definitions. In this Addendum, the following terms shall have the meanings set out below:

1.1. „Applicable Laws“ means (a) European Union or Member State laws with respect to any Customer Personal Data in respect of which any Customer Group Member is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Customer Personal Data in respect of which any Customer Group Member is subject to any other Data Protection Laws;

1.2. „Customer Affiliate“ means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

1.3. „Customer Group Memeber“ means Customer or any Customer Affiliate;

1.4. „Customer Personal Data“ means any Personal Data Processed by a Contracted Processor on behalf of a Customer Group Member pursuant to or in connection with the Principal Agreement;

1.5. „Contracted Processor“ means Provider or a Subprocessor;

1.6. „Data Protection Laws“ means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.7. „EU Data Protection Laws“ means EU General Data Protection Regulation 2016/679 (“GDPR”) as amended, replaced or superseded from time to time, including by laws implementing or supplementing the GDPR;

1.8. „Services“ means the Services and other activities to be supplied to or carried out by or on behalf of Provider for Customer Group Members pursuant to the Principal Agreement;

1.9. „Subprocessor“ means any person (including any third party, but excluding an employee of Provider or any of its sub-contractors) appointed by or on behalf of Provider to Process Personal Data on behalf of any Customer Group Member in connection with the Principal Agreement; and

1.10. The terms, „Controller“, „Data Subject“, „Member State“, „Personal Data“, „Personal Data Breach“, „Processing“ and „Supervisory Authority“ shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Term

2.1. This Addendum will take effect upon the first transmission of Customer Personal Data and automatically terminates upon the expiry or termination of the Principal Agreement.

3. Security

3.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Provider shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32 (1) of the GDPR.

3.2. In assessing the appropriate level of security, Provider shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach. The measures taken by the Provider will be provided upon request.

3.3. Any technical measures taken are subject to technical progress and further development. In this respect, it is permissible for the Provider to implement alternative adequate measures. In so doing, the security level of the defined measures must not be reduced.

4. Affected Individuals/Categories of Data

4.1. Solely Customer’s employees are affected by the collection, processing or use of personal data.

4.2. The categories of the transferred personal data, as well as the affected individuals are specified in Appendix 1.

4.3. No special categories of data as defined in Applicable Laws shall be processed under the Principal Agreement.

5. Personnel

5.1. Provider will use reasonable efforts to ensure (a) that its personnel with access to Customer Data are subject to written obligations to maintain the confidentiality of such data and (b) that such personnel are adequately instructed in the appropriate handling of personal data.

6. Audit Rights

6.1. Customer shall provide Provider and its subprocessors with as much notice as possible if it exercises any of its audit rights under the Principal Agreement and shall pay Provider and its subprocessors administrative costs and expenses for engaging and complying with such audit.

7. Subprocessing

7.1. Subcontracting for the purpose of this Addendum does not include ancillary services, such as telecommunication services, postal / transport services, maintenance and user support services, as well as other measures to ensure the confidentiality, availability, integrity and resilience of the hardware and software of data processing equipment.

7.2. The Provider shall, however, be obliged to make appropriate and legally binding contractual arrangements and take appropriate inspection measures to ensure the data protection and the data security of the Customer's data, even in the case of outsourced ancillary services.

7.3. Provider uses subprocessors listed in Appendix 1 and Customer hereby consents to their use. Customer hereby consents to Provider engaging new subprocessors.

7.4. Changing the existing subcontractor are permissible when the Provider informs the Customer in writing or in text form with appropriate advance notice and the subprocessing is based on a contractual agreement in accordance with Article 28 paragraphs 2-4 GDPR.

7.5. If the subcontractor provides the service outside the EU/EEA, the Provider shall ensure compliance with Applicable Laws by appropriate measures.

8. Processing of Customer Data

8.1. With respect to Customer Data under this Addendum, the parties agree that Customer is the controller and Provider is a processor.

8.2. Customer will comply with its obligations as a controller and Provider will comply with its obligations as a processor under the Principal Agreement and this Addendum.

8.3. Provider will only process Customer Data in fulfilling its obligations under the Principal Agreement, such as, without limitation, providing the service, detecting, preventing and resolving security and technical issues, and responding to support requests.

8.4. The processing of Customer Data only takes place within the framework of the Principal Agreement and according to the instructions of Customer.

8.5. Provider will inform Customer about reasonable costs triggered by Customer’s instructions exceeding the agreed Services under the Principal Agreement; Provider will only be obliged to follow the instructions after Customer agrees to reimburse such costs. In particular, the collected, processed or used data may only be corrected, deleted or blocked on instructions of Customer.

8.6. Backup copies are created, if they are necessary to ensure proper data processing, or reproduction processes that are necessary in order to ensure compliance with regulatory retention requirements.

8.7. All instructions must be issued in writing. If this is not possible in individual cases, Customer shall instruct Provider verbally and confirm this instruction in writing.

9. Data Subject Access Requests

9.1. Provider will provide reasonable assistance to Customer in the fulfillment of Customer’s obligation to respond to data subject requests for the correction, transfer or deletion of personal data stored on the Provider platform used to provide the Services.

9.2. If a data subject requests the correction or deletion of their personal data directly from Provider, Provider will promptly pass this request to Customer.

9.3. Customer will reimburse Provider for its reasonable costs incurred in complying with this provision in accordance with the agreed or then current professional Services rate of Provider.

10. Assistance, Reporting and Impact Assessments

Provider will provide reasonable assistance to Customer in complying with the obligations concerning the security of personal data, reporting requirements for data breaches, data protection impact assessments and prior consultations, referred to in Articles 32 to 36 of the GDPR.

11. Breach Notification

11.1. Unless notification is delayed by the actions or demands of a law enforcement agency, Provider shall report to Customer’s support contacts the unauthorized acquisition, access, use, disclosure or destruction of Customer Data (“Breach”) promptly after Provider determines that a Breach has occurred.

11.2. Unless prohibited by a law enforcement agency as part of the investigation efforts, Provider shall share information about the nature and consequences of the Breach that is reasonably requested by Customer to enable it to notify affected individuals, government agencies and/or credit bureaus. Customer has sole control over the content of Customer Data that it enters into the subscription service and is solely responsible for determining whether to notify impacted Data Subjects (defined below) and the applicable regulatory bodies or enforcement commissions and for providing such notice.

11.3. Customer shall ensure that the support contacts designated in Provider’s customer support portal be current and ready to receive any breach notification from Provider.

12. Return and Deletion of Customer Data

12.1. Provider shall promptly as of the date of cessation of any Services involving the Processing of Company Personal Data delete and procure the deletion of all copies of those Company Personal Data, unless otherwise instructed by any Company Group Member.

12.2. Provider may retain Company Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws and always provided that Provider shall ensure the confidentiality of all such Company Personal Data and shall ensure that such Company Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.

13. Liability

Provider’s liability arising out of or in connection with this Addendum shall be subject to provisions of the Principal Agreement

14. General Terms

14.1. Governing law and jurisdiction

The parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity.

14.2. Order of precedence

14.2.1. Nothing in this Addendum reduces Provider's obligations under the Principal Agreement in relation to the protection of Personal Data or permits Provider to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Principal Agreement.

14.2.2. In the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

14.3. Severance

Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

APPENDIX 1 TO THE ADDENDUM

1. Data subjects

The personal data transferred concern the following categories of data subjects:
End users, which are employees of the Customers or other data subjects who were provided with the permission to use the Software.

2. Categories of data

The personal data transferred concern the following categories of data:
Username, password, name, E-mail address, data uploaded by the Customer and User

3. Subprocessors

NameType of Service
Microsoft Ireland Operations Ltd One Microsoft Place South County Business Park, Leopardstown, Dublin 18, D18 P521, IrlandHosting
84codes AB, Hälsingegatan 49, 113 31 StockholmMessage Broker
Auth0, 10800 NE 8th, St Suite 700 Bellevue, WA 98004Tenant-Authorization
Mailgun Technologies IncE-mail Dispatcher
Atlassian Pty Ltdc/o Atlassian, Inc. 350 Bush Street, Floor 13, San Francisco, CA 94104Service provider
Hotjar Ltd, Dragonara Business Centre, 5th Floor, Dragonara Road, Paceville St. Julian's STJ 3141, MaltaWeb Analytics