Difference between revisions of "QPR End User Software License Agreement"

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Latest revision as of 22:15, 11 December 2019

This End User Software License Agreement ("Software License") is a legal agreement between QPR Software Plc (hereinafter "QPR") and a customer (hereinafter the "Customer" and, together with QPR, the "Parties").

This Agreement defines the terms under which the license to the Software and to any such new releases thereof, which the Customer may be entitled to under the Maintenance and Support Services Agreement, shall be granted and the undertakings of the Parties with respect to such Software License and Services defined in the Maintenance and Support Services Agreement ("Support").

NOW THEREFORE, in consideration of the mutual covenants exchanged herein, the Parties hereby act and agree as follows:

1. License Grant

Subject to compliance with the terms and conditions of this End User Software License Agreement and the applicable laws in force in the jurisdiction where the Software is used, QPR hereby grants to Customer solely for the term of this Agreement against payment of the Software price a nonexclusive and nontransferable license to use the Software, in object code only, and all end user documentation necessary for such use.

2. License Limitations and Restrictions

Customer has the right to make one (1) machine-readable copy of the Software for back-up or archival purposes provided that archival or back-up copy is not installed or used on any computer.

The right to use the Software shall be limited to loading, installing, and using the Software on the designated computers and networks. Customer shall purchase, designate and activate a license for each individual user of the Software. If the Software is licensed to an organization unit on "for Employees" basis, then the Customer agrees to notify QPR of any increase in the amount of employees belonging to the organization unit in question in order to adjust the Software License to cover the organization unit in full.

Customer is not entitled to disclose, sell, rent, lease, time share, market, commercialize, sub-license or otherwise assign, transfer, disclose or distribute the Software or otherwise use the Software or information derived from the Software in any manner inconsistent with or not expressly permitted under this End User Software License Agreement.

Furthermore, Customer is not allowed to circumvent any technical measure, modify, alter, adapt, translate, reverse engineer, reverse compile, dissemble, decompile or otherwise attempt to discover or derive source codes, algorithms or underlying ideas from the binary code of the Product except to the extent expressly permitted under the applicable law or create any derivative work based on the Product.

3. Copyright and Other Intellectual Property Rights Notices

All title, copyright, trademark and other proprietary rights pertaining to or arising from the Software and the documentation referred to above in section 1 shall remain with QPR. Without prejudice to the generality of the aforesaid, the Customer shall not have under any circumstances any right to make copies contrary to this Agreement or reproduce in any medium or in any manner or adapt or modify or translate or decompile or reverse engineer or disassemble or in any other way create derivative products of the Software except as provided under the applicable mandatory laws. Customer agrees that any such works are derivative works and as such are the sole property of QPR. Official QPR Software products, QPR Support services and all related materials are always written in English. QPR's authorized resellers or representatives may translate part of these products and materials to other languages. However, in an event of interpretation of the Agreement or a dispute related to it, the English language version of this Agreement shall always prevail.

4. License Activation and Product Activation Code

The Customer accepts that a Product Activation Code obtained from QPR may be required to install or use the Software and activate the Software License in a designated system and that QPR is entitled to register information concerning Customer's designated system and users of the Software for the purpose of administering Product Activation Code and its rights under this Software License. The Customer further accepts that any activation of Software License is transient until full payment of the Software price; thereafter the Product Activation Code entitles the Customer to continuous activation of the Software License.

The Customer is responsible for the use of Product Activation Code and Software licenses activated by the Customer's Product Activation Code.

5. Term

This Agreement becomes effective by installing the Software. Depending on the applicable Purchase Agreement, the Software License shall be valid for the agreed time period under the Agreement or the Software License may continue indefinitely. In any case, the Software License is subject to the termination provisions described in section 12 below.

6. Undertakings by the Customer with Respect to the Software

Without prejudice to the generality of the grant of this Software License set forth above in section 1, the Customer undertakes with respect to the Software:

a) not to make copies contrary to this Agreement or reproduce or translate or adapt or decompile or in any other way create derivative products of the Software except as provided under the applicable mandatory laws;

b) to supervise and control the use of the Software in accordance with the terms of this Software License and the Purchase Agreement;

c) to reproduce and include the copyright notice contained in or on the Software, on all and any copies made, whether in whole or in part, in any form, including partial copies or modifications of the Software made herein; and

d) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object code, source program listings, and source code), in any form to any person other than the Customer's employees without prior written consent from QPR or as otherwise provided in this Software License.

e) Customer shall not have a right to lease, rent, or hire out the Software nor knowingly permit the Software to be leased, rented, or hired out without the written consent of QPR.

7. Alterations and Additions to the Software

Alterations and additions to or in connection with the Software may only be carried out by QPR and no liability whatsoever shall be accepted by QPR for any alterations or additions carried out in contravention of this clause nor for any effect such alterations or additions may have on the Software or the support thereof.

Customizations of the Software to the extent and scope defined in the end user documentation are allowed and are in accordance with this Agreement and are not in breach of the copyright of QPR Software. No copyright or other intellectual property rights are affected or transferred in making the customizations. However, no liability whatsoever shall be accepted by QPR for any customization of the Software nor for any effect such customizations may have on the Software or the Support thereof.

8. Interoperability and Integration with Other Software

Regarding integration and interoperability of Software with other software components or products, the Software is intended to work only with other software component and product versions, which are explicitly designated by QPR as compatible with the particular release and version of the Software in use. The Customer has the sole responsibility to ensure it has the compatible versions of other software in use.

9. Confidentiality

Both Parties undertake to treat as confidential all of the other Party’s Confidential Information acquired before and in connection with this Agreement and to use such Confidential Information only in connection with the contract performance. "Confidential Information" means all information which QPR or Customer protect against unrestricted disclosure to others or that are deemed confidential according to the circumstances of their disclosure or their content. In any case, the following information is considered to be Confidential Information of QPR: QPR software, programs, tools, data, and other material that QPR provides to Customer before or on the basis of this Agreement. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Customer shall protect QPR’s Confidential Information as required hereunder using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect its own Confidential Information of a like nature. In addition, Customer shall treat as confidential the terms and conditions of this Agreement and any related data to it, in particular neither of the Parties shall disclose to a third party nor use for any purpose other than for the proper fulfillment of the obligations under this Software License information received from the other Party in whatever form under or in connection with this Software License without obtaining the other Party's written permission thereto. QPR is allowed to disclose information to its employees, agents, or subcontractors to be used solely for the purpose of this Agreement. The Parties expressly acknowledge not to publish or disclose the existence or terms of this Software License to any third party without a prior written consent of the other Party, except as may be required by applicable mandatory law.

The foregoing undertaking shall not apply to any such information which:

(a) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information;

(b) has become generally available to the public without a contractual breach by the receiving Party;

(c) at the time of disclosure, was known to the receiving Party free of restriction; or

(d) the disclosing Party agrees in writing to be free of such restrictions.

The obligations set forth in this clause shall apply for a period of five (5) years as of the date of the disclosure of the information in question, regardless of an earlier expiry or termination of this Software License or the Purchase Agreement.

10. QPR Warranty and Liability

10.1 Limited Warranty

QPR warrants that the Software shall upon delivery and ninety (90) days from delivery SUBSTANTIALLY conform to its published specifications. This warranty DOES NOT apply to any beta Software, any Software made available for testing or demonstration purposes, any temporary Software modules or any Software for which QPR does not receive a payment of the Software price.

10.2 Disclaimer of Warranties

TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, CUSTOMER ACKNOWLEDGES THAT THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND QPR HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. QPR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE PRODUCT TO ACHIEVE THE INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.

10.3 Error Handling

Software errors are defined for the purpose of the Software License as any error in the Software that SUBSTANTIALLY affects the Software's performance under the Software License. In the event that the Customer discovers an error and notifies QPR of such within three (3) calendar months of the delivery of the Software, QPR shall use reasonable endeavors to correct the error, provided that the error is not due to any modification, variation or addition to the Software not performed by QPR or by the incorrect use, abuse, or corruption of the Software or by use of the Software with other software or on equipment with which the Software is not compatible.

QPR uses commercially reasonable efforts to check the delivered Software for the most commonly known viruses prior to packaging. The Customer is, however, solely responsible for virus scanning the Software.

QPR is entitled to determine at its discretion whether to repair, replace or provide a credit for the defective Software. For those Products, which include Software, QPR may cure an error by an error correction or avoidance action.

10.4 Computing Environment

QPR products contain powerful features, under which the Customer can perform mass operations involving complex structures and large amounts of data and processing. As many operations can be executed in parallel by different concurrent users, it is quite possible to exhaust the capacity of the underlying resources, like CPU, central memory, storage system, and network interfaces. The capacity and performance limits of the computing environment can eventually be reached even with a single user, by increasing the amount and complexity of data and performing big enough operations. However, it does not make sense for QPR to set hard limits for the ways the customers can use the product. It would result in loss of utility even in a situation, where the limits of the computing environment are not reached. For these reasons, QPR will never guarantee that an arbitrary end user scenario would not exhaust the resources of the computing environment. The Customer is responsible for dimensioning the computing environment and using QPR products in a sensible way.

As every customer environment is unique, training and consultancy services are available from QPR for optimizing the usage scenarios for the specific circumstances of the customer.

10.5 Back-up Copies

As QPR is not liable for the loss of, damage to, or alteration of data or data files of the Customer due to any cause and the resulting damage and expenses incurred, such as expenses based on the re-creation of data files, the Customer shall be responsible for taking back-up copies of its data and data files and verifying the functionality of such back-up copies in accordance with section 2 above.

10.6 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QPR BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSE¬QUEN¬TIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES QPR’S ENTIRE LIABILITY SHALL BE LIMITED IN CASE OF A PERPETUAL LICENSE TO AN AMOUNT EQUAL TO FIFTY PERCENT OF THE INITIAL FEE PAID BY CUSTOMER OR IN CASE OF A SUBSCRIPTION OR FIXED TERM LICENSE THE TOTAL AMOUNT PAID BY CUSTOMER OVER THE SIX MONTHS PRECEDING THE CLAIM GIVING RISE TO LIABILITY.

11. Force Majeure

Neither Party will be liable to the other by reason of any failure of or delay in the performance of its obligations under this Agreement, except for obligations to pay money, to the extent such failure or delay is due to circumstances beyond its reasonable control (collectively referred to herein as “Force Majeure”), nor will any such failure or delay give the other Party the right to terminate this Agreement. Each Party will use all its commercially reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event. Such Force Majeure events will include (without limitation) accidents, acts of nature or natural disasters or other acts of God, labor disputes, actions of any government agency and shortage of materials.

12. Termination

12.1 Termination and Expiration

Without prejudice to other rights or remedies possibly available, either Party may by notice in writing terminate this Software License with immediate effect if the other Party is in breach of its obligations under this Software License and either that breach is incapable of remedy or the other Party shall have failed to remedy its breach within one (1) calendar month after receiving written notice requiring it to remedy that breach.

QPR may furthermore terminate this Software License with immediate effect if (i) the Customer becomes incapable to meet its debts as they fall due, (ii) the Customer suspends its business, (iii) liquidation, bankruptcy, winding up, or reorganization proceedings against the Customer or its assets have been petitioned for or initiated, (iv) the Customer proposes or undertakes a debt arrangement with its creditors or anything equivalent in effect, or (v) the Customer applies for or consents to the appointment of a receiver or trustee of a substantial part of its assets.

Notwithstanding anything to the contrary herein or in the applicable License Agreement(s), this Agreement shall terminate upon termination of the applicable Purchase Agreement or termination of Licensee’s license.

12.2 Effect of Expiration or Termination

Upon expiration or termination of this Agreement for any reason the following shall apply:

a) All rights granted to the Licensee hereunder in respect thereof will become null and void.

b) All outstanding obligations or commitments of either Party to pay amounts to the other Party, if any, will become immediately due and payable.

c) Neither Party will have any right to receive any compensation, reimbursement or other amounts from the other Party solely as a result of such termination, and neither Party will have any right whatsoever in or to the other Party’s software or any copyrighted materials, patents, trade secrets, or other proprietary rights relating to the other Party’s software, other than as provided for herein.

d) The Customer shall return the Software and any new releases thereof and all documentation and materials related thereto or certify to QPR that such has been expunged from the Customer's systems and destroyed.

13. Applicable Law and Settlement of Disputes

This Agreement shall be governed by and construed in accordance with the laws of Finland excluding its choice of law provisions. Any dispute arising hereunder shall be resolved by The Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall be held in Helsinki and the language of proceedings shall be in English, unless the Parties otherwise agree.

14. Miscellaneous

14.1 Assignment

This Software License may not be assigned by the Customer without a prior written consent of QPR. Any assignment in violation of the provision hereof shall be void. All of the terms and provisions of this Software License shall be binding upon and be enforceable by the respective legal successors and assignees of the Parties. No assignment, whether in breach or in accordance with this Software License shall release the assignor from its obligations hereunder.

14.2 Notices

All notices required by this Software License to be sent to a Party under this Agreement will be in writing, effective on receipt by that party, and will be sent by first-class mail, fax, email or personal delivery to the addresses provided by the Parties.

No amendments, changes, revisions or discharges of this Software License, in whole or in part, shall have any force or effect unless set forth in writing and signed by the Parties hereto.

14.3 Waiver and Severability

Waivers must be in writing signed by an authorized representative. The waiver of one breach or default under this Agreement will not constitute the waiver of any subsequent breach or default. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the Parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.

14.4 Validity of Purchase Agreement

14.4.1 In case Customer and QPR have agreed a Purchase Agreement then all provisions in this Purchase Agreement shall be directly and automatically applicable to this Software License to the extent that this Software License does not contain anything specifically to the contrary. In the event of conflict between any provision of this Software License and any provision of QPR’s Purchase Agreement, the provision of QPR’s Purchase Agreement shall prevail.

14.4.2 Not contrary to the provisions stated under section 14.4.1, all provisions in a purchase agreement agreed between Customer and a QPR Reseller shall be directly and automatically applicable to this Software License to the extent that this Software License does not contain anything specifically to the contrary. In the event of conflict between any provision of this Software License and any provision of the Purchase Agreement between Customer and QPR Reseller, the provision of this Software License shall prevail.

14.5 Headings

Headings are used in this Software License for convenience only and shall not affect any construction or interpretation of this Software License.

15. Entire Agreement

This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written communications regarding such subject matter.

Maintenance and Support Services Agreement

QPR provides the Customer against payment of the annual fees certain technical maintenance and support services ("Support") with respect to the Software to which the Customer is entitled under the Software License. This Maintenance and Support Agreement defines the terms under which the Support services are provided to the Customer. All the applicable terms and conditions of the Software License shall apply as well to the Support services.

1. Definitions

"Enhancement" means any modification or addition that, when made or added to the Software materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction.

"Error" means any failure of the Software to substantially conform in any material respect to its published specifications.

"Error Correction" means either a modification or addition that, when made or added to the Software in material conformity with its published specifications, or a procedure or routine that, when observed in the regular operation of the Software avoids the practical adverse effect of such nonconformity.

"Releases" means new versions of the Software, which may include Error Corrections and/or Enhancements.

2. Contract Term, Renewal, and Termination

Support services of the Software shall be provided by QPR commencing on the effective date of the Customer's purchase of the Software License. The Contract Term shall continue for an initial period of one year from its commencement date, and upon expiration of this initial Contract Term, and for each such Contract Term thereafter, this Maintenance and Support Agreement will be automatically renewed, without lapse of coverage, for another twelve (12) consecutive calendar month period unless either Party hereto shall give not less than three (3) months’ written notice prior to the expiration of the current Contract Term of its intent to not renew this Maintenance and Support Agreement or applicable Purchase Agreement in case of time limited Software License.

3. Fees

Unless this Maintenance and Support Agreement is properly terminated as stated above, Customer shall promptly pay the total annual Fees for the initial and each renewal Contract Term. QPR is entitled to invoice the annual Fees prior to the commencement date of each renewal Contract Term and the Customer shall promptly pay the Fees by the commencement date of each renewal Contract Term. QPR may choose to assign the right to invoice the Customer for the Fees to its authorized reseller or representative. QPR may choose to annualize such Contract Terms in future periods such that the Contract Term for all QPR Software licensed to the Customer will have a common anniversary date. The Fee will be prorated to reflect any period different than one year. QPR shall be entitled to adjust the annual Fees by notifying the Customer of the change in writing at least one-hundred-and-eighty (180) days before the expiration of the current Contract Term.

4. Coverage

QPR shall provide Support services as required according to the terms hereto. Support services are provided as described in the prevailing QPR Customer Care Program published by QPR. QPR reserves the right to change the contents of the QPR Customer Care Program. QPR agrees to provide all services with all due care, skill, and diligence. QPR may at its own discretion subcontract any part or all of the Support services to its authorized resellers, subcontractors, or representatives.

During the Contract Term, QPR shall supply the Customer with all Software Updates, defined as error corrections, modifications, enhancements, patches, fixes, alterations, or revisions to the Software and Documentation at no additional cost or charge, exclusive of reasonable charges for shipping and handling. QPR agrees to provide Software Updates in a timely fashion. The Customer is required to install any Software Updates to its continued use of the Software.

QPR shall keep Support services available for each Software for a period of three (3) years from the first delivery of the Software to the Customer. QPR will continue to provide Support services for superseded Releases for a reasonable period, not exceeding twelve (12) months after the current Release's availability date.

QPR shall maintain e-mail / internet, fax and telephone hot line access during QPR's normal business hours that permits the Customer to report problems and seek assistance in the use of the Software.

5. Restrictions of Coverage

Notwithstanding anything to the contrary, QPR shall not be obligated to support old versions for a period not to exceed twelve (12) months from the date a new version is made available to the Customer.

Due to obsoleting of technologies by their vendors, QPR will not provide maintenance and support for the Software in a runtime environment where some of the components or products are not fully supported by their vendors, even if the Software was originally supported in that particular runtime environment at the time of purchase.

QPR will not be responsible for delays caused by events or circumstances beyond its reasonable control.

The following matters are not covered by Support:

a) Any problem resulting from the misuse, improper use, unauthorized alteration or modification, or damage caused by misuse, of the Software;

b) Any problem resulting from programming other than the Software;

c) Any problem resulting from the combination of the Software with such other programming or equipment to the extent such combination has not been approved by QPR;

d) Any assistance for installing, configuring, using and integrating any third-party product that customer has purchased separately, including but not limited to database systems, operating systems, web servers and browsers, network equipment, firewall systems; or

e) Any integrations or interfaces with other software component or product versions that are not explicitly designated by QPR as compatible with the particular release and version of the Software in use.

f) Errors in any version of the Software other than the most recent official Release

6. Customer's Obligations Regarding Support

The Customer will be responsible for paying QPR's normal charges and expenses for time or other resources provided by QPR to diagnose or attempt to correct any non-covered matter as defined above. In addition, the Customer is responsible for procuring, installing, and maintaining all equipment, telephone lines, communications interfaces, and other hardware and software necessary to operate the Software within the firewall of any Customer facility, and to obtain support services from QPR. The Customer shall contact QPR or QPR's authorized reseller or representative for current fees and expenses.

Regarding matters covered by Support, during the Contract Term, the Customer will give QPR a written notice of any deficiency or performance dysfunction in, to, or with the Software ("Error Notice"). In conjunction with an Error Notice, the Customer will provide the following data where necessary:

a) the operating conditions under which the defect or dysfunction occurs, including the specific hardware and software configuration;

b) a description of what occurs versus what should have occurred;

c) a representative example of inputs and database content for repeating and analyzing the problem.

Any such data and material may be freely used by QPR or its subcontractors for the purpose of solving and preventing any deficiencies and/or performance dysfunctions in, to, or with the Software.

Customer's rights and obligations, including Customer's limited warranty rights, concerning the use of any Error Corrections, Enhancements, or Releases (or any other programming provided by QPR, regardless of its form or purpose) shall be subject to, and as provided in, the Software License.

Data Processing Agreement

Amendment to QPR End User Software License Agreement to take into account the EU's data protection reform

The general conditions of the main agreement are amended as follows:

QPR and Customer (hereinafter referred to as “Parties”) undertake to comply with the data protection legislation applicable to Main Agreement between the Parties, including in particular the EU General Data Protection Regulation ((EU) 2016/679) at the beginning of its application on 25 May 2018.

Data protection law defines the roles of parties involved in the processing of personal data. "Controller" means a body that defines the purposes and means of processing personal data. The “Data Processor” processes personal data on behalf of the controller.

I. Conditions governing the processing of personal data

Common

QPR acts as Data Processor and Customer as Data Controller.

The Parties shall take appropriate technical and organizational safeguards to ensure the security of the processing of personal data.

Confidentiality

Each Party undertakes to keep the personal data of the other Party confidential and to inform all parties involved in the processing of the confidential nature of such personal data. The Parties shall ensure that all persons involved in the processing of such personal data have signed an appropriate confidentiality agreement and / or are otherwise are bound by confidentiality. However, the above-mentioned confidentiality requirement is not applicable when a Party has a statutory obligation or right to disclose information.

II. Conditions for handling personal data

Common

The following Terms of Processing (hereinafter referred to as "Data Processing Terms") apply when QPR handles personal data as Data Processor. These Data Processing Terms are an integral part of the Main Agreement between QPR and Customer. However, in the case of conflict situations, these Data Processing Terms shall prevail.

General Obligations

The Customer undertakes to provide QPR with comprehensive, written and statutory instructions on the processing of personal data where applicable.

QPR shall process personal data only in accordance with the Main Agreement, including the transfer of personal data to a third country, unless QPR’s statutory obligations require otherwise. QPR informs the Customer of such an obligation prior to the processing of personal data, unless such disclosure is prohibited by law for important reasons of public interest.

Confidentiality

QPR assures that it processes personal data at all times with absolute confidentiality and ensures that the employees, agents and / or authorized subcontractors involved in the processing of its personal data have signed a sufficient confidentiality agreement and / or are bound by any other binding confidentiality requirement.

Security

QPR carries out technical and organizational measures which may include, inter alia, (i) pseudonymization and encryption of personal data, (ii) the ability to guarantee the continuing confidentiality, integrity, availability and fault tolerance of processing systems and services, (iii) access to and access to information in the event of physical or technical failure; and (iv) a procedure for regularly testing, investigating and evaluating the effectiveness of technical and organizational measures to ensure the security of personal data processing.

Auditing

QPR may, at Customer’s expense and under prior written agreement between the Parties, make available to the Customer all the information necessary to demonstrate compliance with the obligations of QPR as a Data Processor and allows audits, including audits, to be carried out by an external auditor authorized by Customer or approved by QPR. The Customer must notify QPR of its intention to conduct an audit at least two (2) weeks in advance. Auditing is done within normal working hours so that it does not hinder the business of QPR.

Assistance, Disclosure and Fault Processing

In view of the nature of the processing of personal data and the available information and technical facilities, QPR assists the Customer (i) to ensure that the Customer complies with his statutory obligations, such as information security, information security breaches, data protection impact assessments and prior hearings, and (ii) requests. At Customer's written request, QPR may make available to the Customer all the information in its possession necessary to demonstrate compliance with the obligations laid down in Article 28 of the European Union's General Data Protection Regulation (EU) 2016/679. Unless otherwise agreed, QPR has the right to charge the costs of providing assistance and providing information as described above.

QPR notifies the Customer of any request from supervisory authorities.

Subcontracting

These terms and conditions include the general written authorization given by the Customer to allow QPR to outsource a service or services covered by the Main Agreement wholly or partly to an outsourced subcontractor. For the sake of clarity, it is stated that the Customer has approved all subcontractors that QPR will use to process personal data at the date of entry of this agreement.

QPR shall ensure that the subcontractors involved in the processing of personal data undertake (in writing) to observe the same or equivalent obligations as QPR under these terms, and QPR shall ensure that subcontractors comply with their obligations.

Deletion of personal data

Upon termination of the Main agreement, QPR shall delete any personal data it may have on behalf of Customer, including any copies, unless the retention of personal data is required or permitted under applicable law.

Limitation of Liability

The liability of the parties shall be restricted in accordance with article GDPR 82. The limitation of liability set out under the Main Agreement shall not be applied to the whole compensation or part of the compensation described herein.