Last updated: 31st January 2018
1 STRUCTURE OF THE AGREEMENT
The agreement consists of: (i) the Order Form (if applicable); (ii) these Terms; (iii) Appendix 1 (Data Processing Agreement); (iv) Appendix 2 (Service Level Agreement); (v) applicable service descriptions (as available on the Website); and (vi) any other document or instruction referred to in any of the aforementioned documents (collectively referred to as the “Agreement”). In case of any inconsistencies between the Agreement documents, the documents shall take precedence in the order presented in the above. Appendix 1, Data Processing Agreement, will however always take precedence over any other document forming part the Agreement.
“Effective Date” means the date you Register or the date indicated in the Order Form, as applicable.
“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.
“Oneflow” means Oneflow AB, reg. no. 556903-2989, Linnégatan 9, 114 47 Stockholm, Sweden.
“Order Form” means document named Order Form signed by you and Oneflow in case you enter into the Agreement following an individual offer from Oneflow.
“Register” means your registration as a user of the Service through the Website or, if applicable, your signing of the Order Form.
“Service” means the online, web-based applications and platforms provided by Oneflow from time to time via the Website, and/or other websites, as designated by Oneflow from time to time, and as described in any applicable service description available on the Website.
“Subscription Plan” means the subscription plan applicable for your subscription to the Service and as offered by Oneflow from time to time on the Website.
“Third Party Applications” means online, web-based applications and offline software products or services that are (a) provided by third parties, (b) interoperate with Oneflow, and (c) may be either separate or conjoined with Oneflow and whether or not such are indicated by Oneflow as being third-party applications.
“Usage Restrictions” shall have the meaning set out in section 4.7 below.
“Website” means https://oneflow.com.
“you” or “your” means the organization(s) you represent. When you enter into the Agreement on behalf of your organization(s) you represent and warrant that you have the necessary authority to legally bind such organization(s). The expressions include your personal representatives, employees and agents using the Service.
“Your Data” means all content, data or information processed and/or submitted directly or indirectly by you or on your behalf (with or without your permission) in relation to your use of the Service.
3.1 Subject to your fulfilment of your payment obligations hereunder and within the scope of the applicable Usage Restrictions, you are granted a restricted, non-exclusive and time limited right to use the Service in accordance with the terms of the Agreement.
3.2 Oneflow shall provide the Service and you shall pay for the Service from the Effective Date in accordance with the applicable price for your Subscription Plan or in accordance with the Order Form (if applicable).
3.3 Where you do not comply with the terms of the Agreement and do not rectify the non-compliance within ten (10) days of Oneflow notifying you of the non-compliance, Oneflow is entitled to suspend the Service until rectification is made. You shall indemnify and hold Oneflow harmless from any costs or claims by a third party based on your use of the Service in violation of the Agreement or applicable law.
3.4 Oneflow reserves the right to make improvements, additions and changes, or to remove functions of the Service at Oneflow’s own discretion. Where such modification, although unlikely, removes a material function of the Service, you may terminate the Agreement with immediate effect.
4 YOUR USE OF THE SERVICE
4.1 Unless otherwise agreed, you are responsible for the following:
(a) to maintain the equipment, software and communication services required to use the Service;
(b) to provide required information to Oneflow, review the actions of and make decisions that are necessary for Oneflow to be able to provide the Service; and
(c) to promptly notify Oneflow of any change at your end that may affect Oneflow and/or the Service.
4.2 You are fully responsible for maintaining the security of your IT-environment, such as the operating environment, networks and applications. You are further always responsible for ensuring safe management of login details such as usernames and passwords for the Service and are always liable for any actions or omissions to act via your user account(s). For the avoidance of doubt, Oneflow is not liable for your hardware and software being affected adversely by the use of the Service.
4.3 You may not in any way attempt to reverse engineer, decompile or otherwise recreate the Service or let any third parties use the Service.
4.4 You are obliged to follow applicable user guidelines and Usage Restrictions and limitations set out in these Terms, service descriptions on the Website and/or any other written instructions from Oneflow for the use of the Service.
4.5 If your use of the Service jeopardizes the Service or other customers’ use of it, Oneflow is at its own discretion entitled to suspend the Service until remedied by you, alternatively terminate the Agreement with immediate effect.
4.6 You must in particular not:
(a) make the Service available to anyone else other than as permitted in these Terms;
(b) sell, resell, rent or lease access to the Service;
(c) use the Service to store or transmit intellectual property rights infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third party’s rights under applicable data protection law;
(d) use the Service to store or transmit Malicious Code;
(e) interfere with or disrupt the integrity or performance of the Service or any Third Party Applications; or
(f) attempt to gain unauthorized access to the Service or thereto related systems or networks. You may not access the Service to monitor it’s availability, performance or functionality unless explicitly agreed otherwise.
4.7 The Service is subject to the Usage Restrictions set forth in the applicable service descriptions on the Website.
4.8 You agree not to access or attempt to access the Service using any portal, interface or means other than the interfaces and application programming interfaces provided by Oneflow. Unless Oneflow explicitly agreed otherwise, you agree that you will not access or make use of the Service using automated means (including the use of scripts and web crawlers). You must also comply with any directives Oneflow may make in respect of the Service using a Robots Exclusion Protocol, robots.txt file, or Robots Exclusion Standard.
4.9 You must keep your passwords and the user identification you use to access the Service secure. You are solely responsible for all activities that occur in respect of your user account(s), whether such occur with your permission or not. If you become aware of unauthorized use of your user account, you must notify Oneflow immediately.
4.10 You warrant that you (a) have adopted adequate policies and procedures to prevent retrieval of Your Data from the network by web harvesting software bots, scripts, web crawlers or any other method of automated data retrieval (“web harvesting”); (b) will take appropriate technical measures to (i) block the IP addresses behind any web harvesting activity; (ii) identify the IP addresses behind or sources of web harvesting activity; (iii) monitor web harvesting activity; (iv) verify that any users of the Service are not engaged in web harvesting; and (c) will, if reasonably requested to do so by Oneflow, take action against illegitimate web harvesting activity if Oneflow deems that such activity is affecting the use, profitability, or effectiveness of the Service.
5.1 The Service shall be provided in accordance with the applicable service level package ordered upon Registration (“SLA Package”) and as further set out in Appendix 2, Service Level Agreement (“SLA”).
5.2 Support is provided in accordance with the support level ordered under the Order Confirmation and as further described in the SLA. Customer shall report errors in accordance with the manner prescribed therein. For the avoidance of doubt, SLA and related services are not available in respect of use of Service during a trial or otherwise free subscription. The Service is then provided “as is” and “as available” with no liability for Oneflow in respect of availability.
5.3 Oneflow’s responsibility in respect of the Service under the SLA constitutes the entire obligation and liability of Oneflow towards you in respect of the performance of the Services.
6 THIRD PARTY APPLICATIONS
You acknowledge that Oneflow may allow providers of Third Party Applications to access Your Data as required for the interoperation of those Third Party Applications with the Service, without prejudice to Appendix 1, Data Processing Agreement.
7 PRICES AND PAYMENT
7.1 From time to time applicable prices for the Service and the currencies in which Oneflow accepts payment can be found at the Website, unless specifically agreed in the Order Form. All prices are exclusive of applicable VAT.
7.2 Unless specifically agreed upon Registration or indicated at the Website you shall pay an annual fee in advance for the Service from the Effective Date. Unless specifically agreed upon Registration, payment shall be made by the means of payment offered by Oneflow from time to time. If payment is made by invoice, payment is due thirty (30) days from the invoice date. By paying for the Service by card, you authorise Oneflow to automatically charge the Service fee on the final day of your current payment cycle.
7.3 If payment is late or incomplete, Oneflow is entitled to interest on overdue payment in accordance with the Interest Act (1975:635), a reasonable late payment charge and/or a debt collection fee according to applicable laws.
7.4 In addition to any other available remedies under the Agreement, if full payment is not received within ten (10) days from the date a written payment reminder was sent by Oneflow, Oneflow may immediately suspend the Service, and/or terminate the Agreement with immediate effect pursuant to section 14.5.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 Oneflow and/or Oneflow’s licensor(s) hold all rights, including all intellectual property rights, related to the Service and any therein included software and source code, including but not limited to patents, copyrights, design rights and trademarks. Nothing in this Agreement shall be interpreted as a transfer of such rights, or part thereof, to you. Should the Service in any way require Oneflow’s use of intellectual property rights held by you or your licensor(s), Oneflow is granted a license by you to utilise such intellectual property rights for said purpose for as long as the Service is provided to you.
8.2 You shall not have the right to remove or alter any proprietary markings of Oneflow in the Service unless explicitly agreed between the Parties.
8.3 Oneflow agrees to indemnify, as set out under section 8.5, you from any claims by a third party based on your use of the Service, or part thereof, infringing any such third party’s intellectual property rights. Oneflow’s obligations in accordance with this section 8 are subject to you only having used the Service in accordance with the conditions set forth in the Agreement and shall only apply for such claims by third parties in the country where you are established.
8.4 Oneflow’s obligation to indemnify under section 8 only applies provided that you:
(a) without undue delay notifies Oneflow in writing of the claims brought against you;
(b) allows Oneflow to control the defence and to solely decide in all related settlement negotiations; and
(c) acts in accordance with Oneflow’s instructions and cooperates with and assists Oneflow to the extent reasonably requested by Oneflow.
8.5 Subject to the conditions under sections 8.3-8.4, Oneflow shall, within the agreed limitation of liability, indemnify you for such damages, liabilities, costs or expenses awarded in a final judgment or settlement which has been approved in writing by Oneflow.
8.6 If it is finally determined that there is an infringement of a third party’s intellectual property rights for which Oneflow is liable under these Terms, Oneflow shall at its own discretion:
(a) procure for you the right to continued use of the Service;
(b) modify the Service so that it does not infringe;
(c) replace the Service, or part thereof, with an equivalent service which does not infringe; or
(d) cancel the Service and repay the fees that you have paid for the Service without interest and with deduction of any reasonable benefit you might have had from the Service.
8.7 With respect to Third Party Applications, Oneflow’s liability for errors or intellectual property infringements is restricted to an obligation to report the fault/infringement to the relevant third party supplier immediately. Oneflow shall implement any potential solution from the third party supplier, provided this can be done without negative interference with the Service.
8.8 Section 8 constitutes the entire obligation of Oneflow towards you with respect to any infringement in a third party’s intellectual property rights.
8. 9 You grant Oneflow a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use and/or incorporate into the Service or any other product of Oneflow, any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of Oneflow. The license include right to modify and further develop any of the aforesaid. Any sub-licensee shall have the corresponding rights, as decided by Oneflow.
9.1 The Parties hereby agree not to, without the other party’s prior written approval, publish or otherwise disclose to a third party any information relating to the other party’s business which is or can be reasonably presumed to be confidential, with the exemption for;
(a) information that is or becomes publicly known, except through a breach of this Agreement by the receiving party;
(b) information that is public to the receiving party from third party without obligation of confidentiality;
(c) information that was known to the receiving party prior to receipt from the disclosing party, without obligation of confidentiality; or
(d) the disclosure or use of information is required by law, regulations or any other regulatory body.
9.2 Information which a party has classified as confidential shall always be treated as confidential information.
9.3 Oneflow will not modify or disclose Your Data except where the Terms permit or require such disclosure nor will Oneflow access your Your Data, except as required to provide the Service, to prevent or address service or technical problems or at your request in connection with customer support matters.
9.4 Each party is liable for that their subcontractors, consultants and employees respect this confidentiality clause. The confidentiality obligation set forth in this section 9 shall remain in effect during the term of this Agreement and for a period of three years after the termination of the Agreement.
10.1.You may at any time choose to upgrade or downgrade your Subscription Plan and/or your SLA Package directly through the Service and always by contacting Oneflow. A downgrade will come into effect at the time of the next renewal date of your subscription, provided that your request is made no less than three (3) months before the renewal date. Otherwise, the downgrade will have effect as of the second renewal date from your request.
10.2.Oneflow is entitled to make changes and amendments to the Agreement. Oneflow shall without delay notify you of the change or amendment. You are entitled to terminate the Agreement with immediate effect if the change implies a material inconvenience for you. Changes in applicable prices will have effect from the next renewal date of your subscription and will be notified by Oneflow with reasonable notice.
11 PERSONAL DATA
You acknowledge that you are the data controller for any personal data processed by Oneflow on behalf of you in relation to the Service and that Oneflow is your data processor. The Parties have therefore agreed to enter into the Data Processing Agreement (Appendix 1), which shall remain effective independently of the Agreement otherwise for as long as Oneflow processes personal data on behalf of you. For the avoidance of doubt, sections 1.14, 1.19 and 1.21 in the Data Processing Agreement (Appendix 1) will survive any termination or expiration of this Agreement.
12.1.Oneflow is, with the limitations set out below, liable towards you for damages caused by Oneflow’s negligence, regardless of what legal ground you use for such claim.
12.2.Unless set out in the Agreement, Oneflow is not liable for damage caused by modifications or changes to the Service made according your instructions or performed by anyone other than Oneflow (including but not limited to changes made by you or on your behalf).
12.3.Oneflow is not, under any circumstances, liable for your loss of profit, revenue, savings, or goodwill, loss due to operational, power or network interruptions, loss of data, your potential liability towards a third party or indirect or consequential damages of any kind, without prejudice to section 8.3 above.
12.4.Oneflow´s total and aggregate liability under the Agreement is, for each calendar year and regardless of the number of damages, without prejudice to section 8.3, limited to the fees paid by you during the 12 months period prior to the time when the damage(s) occurred. If you use the Service under a trial or otherwise free subscription, Oneflow’s aggregate liability, regardless of the number of damages, is limited to EUR 100. Oneflow’s liability for Third Party Applications will never exceed such amount as Oneflow is entitled to reclaim from the provider(s) of such Third-Party Application.
12.5.Oneflow is not liable for damages unless you notify Oneflow in writing thereof no later than 90 days after you noticed or should have noticed, the actual damage or loss, however no later than six (6) months from when the damage occurred.
13 FORCE MAJEURE
Each party shall be relieved from liability for damages for a failure to perform any obligation under this Agreement to the extent that the due performance is prevented by reason of any circumstance beyond the control of the party, such as stroke of legal enactment, labour disputes, loss of communication or electricity, mobilisation or military call-up by larger scope, government regulations, restrictions on fuel, goods or energy as well as errors or delays in deliveries from subcontractors caused by any such circumstances referred to in this section 13. All subject to that the other party is immediately notified of the relieving circumstance.
14 TERM AND TERMINATION
14.1.The Service is provided on a subscription basis. Unless otherwise specifically agreed in the Order Form, your subscription will automatically renew on the final day of your current payment cycle.
14.2.Unless otherwise specifically agreed, either party may terminate the Agreement with effect from the date when your subscription would otherwise have been renewed, subject to such termination being made no less than three (3) months before the renewal date.
14.3.You shall not be entitled to recover any excess amount of payments made in advance unless the Agreement is terminated by Oneflow under section 14.1 or 14.5 a) or by you under section 3.4, 10.2 or 14.4.
14.4.Either party is entitled to terminate the Agreement with immediate effect where the other party has committed a material breach of the Agreement and does not fully rectify such breach within 30 days of the other party giving written notice thereof or where the other party is declared insolvent, is subject of an application or order for bankruptcy or company reorganisation, suspends payments or otherwise can be presumed to be insolvent.
14.5.Oneflow is entitled to terminate the Agreement with immediate effect where:
(a) a third party supplier or subcontractor terminates an agreement with Oneflow and as a consequence it is not commercially reasonable for Oneflow to continue providing the Service under the Agreement; or
(b) upon your breach of your obligation under section 6.4.
15 CONSEQUENCES OF TERMINATION
15.1.Upon termination of the Agreement (completely or partially) (i) you shall immediately cease your use of the Service, (ii) the Parties shall promptly return, destroy or delete confidential information and other material submitted by the party in accordance with the other party’s instructions, and (iii) each party shall cease all use of the other party´s intellectual property rights. If the termination only relates to a certain part of the Service, this section 15 shall apply only for the part of Service which has been terminated.
15.2.Upon prior written request made within 30 days after the termination of the Agreement or suspension of the Service, Oneflow lets you retrieve Your Data currently in Oneflow’s possession through the Service in a format available to Oneflow from time to time. Subject to agreement between you and Oneflow, Oneflow may offer assistance in retrieving Your Data. Such assistance will be charged on a time and material basis according to Oneflow’s at any time applicable price list. Oneflow is entitled to request payment in advance in order to perform such Service. After such applicable period of time, Oneflow will have no obligation to maintain or provide any of Your Data, and will thereafter delete or destroy all copies of Your Data in its systems or otherwise in its possession, unless legally prohibited. For the avoidance of doubt, Oneflow is not responsible for the extraction, or for any loss of data, decreased quality of the data, migration to other format or similar in connection with the extraction or data migration in accordance with your instructions.
15.3.The rights and obligations of the Parties set forth in this section 15 and sections 7, 8, 12 and 17, and any right or obligation of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
16.1.Oneflow is entitled to engage subcontractors for the performance of its obligations under this Agreement. Oneflow is responsible for the subcontractors’ work as for its own work.
16.2.The Agreement forms the parties’ entire understanding of all the questions related to the Service. All written or oral representations or warranties prior to the Agreement are replaced by the Agreement.
16.3.The Agreement may not be assigned to a third party without the other party’s prior written approval. Oneflow is however entitled to assign the Agreement to a third party in connection with a transfer of Oneflow’s business or a part thereof and to companies within the same group as Oneflow.
16.4.Agreement documents are entered into in English unless Oneflow offers you otherwise.
16.5.You undertake to save a copy of these Terms as well as any other documentation related to the Agreement. Oneflow does not undertake to provide additional copies unless otherwise agreed.
17 GOVERNING LAW AND DISPUTES
17.1.This contract shall be governed by the substantive law of Sweden and be construed in accordance with Swedish law.
17.2.Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
17.3.The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
17.4.The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
Data Processing Agreement – Oneflow
1.1 Oneflow will process personal data for which you are the data controller of under applicable data protection law. The Parties have therefore agreed to enter into this Data Processing Agreement to provide for the respective party’s obligations in respect of such personal data processing. Terms and concepts used in capitalised letters not defined herein shall have the meaning set forth in the Terms. Where appropriate, other terms and concepts shall have the meaning provided for under applicable personal data law.
Oneflow’s responsibilities and obligations
1.2 Oneflow or its personnel working under its management may only process personal data in accordance with your documented instructions. In addition to the instructions set forth in Sub-Appendix 1 (Instructions on processing of personal data) to this Data Processing Agreement, the Agreement and Oneflow’s performance thereof shall be your documented instructions to Oneflow in respect of processing of personal data. Oneflow may suggest new or amended instructions as reasonably required in the opinion of Oneflow (e.g. due to changes in the Service or the Terms) and while it is your right to approve or reject such instructions, should you not approve the instructions as suggested by Oneflow, section 1.20 shall apply.
1.3 As of 25 May 2018 (the “Commencement Date”), Oneflow may further process personal data on behalf of you to the extent required under Union or a Member State’s national law to which Oneflow is subject to. Oneflow shall inform you of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
1.4 Oneflow may, for the avoidance of doubt, use personal data in aggregated format for purposes such as statistics and product development. Such aggregated data may also be used to provide elements of the Service.
1.5 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, Oneflow shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:
(a) the pseudonymisation and encryption of personal data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
1.6 Oneflow is obligated to take the technical and organisational measures required under applicable data protection law to protect the personal data processed on behalf of you from unintentional or unlawful destruction, loss or modification or unauthorised disclosure of or access to such personal data.
1.7 Oneflow may take other or additional measures as required due to new or amended legislation, or as a result of decisions by public authorities.
1.8 After the end of the provision of Services relating to the processing of personal data under this Data Processing Agreement and at the choice of you, Oneflow will delete or return all personal data processed under this Data Processing Agreement to you, and delete existing copies unless Union or Member State law requires storage of the personal data. Oneflow’s obligation to return personal data ends 30 days following termination of the Agreement if you have not requested the return of personal data in writing by then.
1.9 Oneflow may transfer personal data for which you are the data controller to countries outside the EEA, subject to applicable legal requirements in respect of protection of personal data in relation to such transfers being observed.
1.10 Up until the 24 May 2018, you give Oneflow mandate to and Oneflow shall enter into data processing agreements that are as stringent as this Data Processing Agreement on behalf of you with other data processors that process personal data on behalf of you in their capacity of Oneflow’s subcontractors (”sub-processors”). As of the Commencement Date, Oneflow is instead authorised by you to engage sub-processors and shall enter into data processing agreements in its own name with such sub-processors that are as stringent as this.
1.11 Oneflow shall inform you of any intended changes concerning the addition or replacement of other sub-processors, thereby giving you the opportunity to object to such changes.
1.12 Oneflow shall make available to you an accurate and up-to-date list indicating the sub-processors engaged, contact details to these as well as the geographical location where their processing activities in respect of the personal data for which you are the data controller of are performed. Such list to be made available in the manner decided by Oneflow, e.g. on the Website.
1.13 Oneflow shall remain fully liable to you for the performance of that other processor’s obligations if a sub-processor fails to fulfil its data protection obligations.
1.14 Oneflow’s liability for damages under this Data Processing Agreement or otherwise in relation to processing of personal data for which you are the data controller is limited as set forth in section 12 of the Terms.
Special obligations from the Commencement Date
1.15 Oneflow shall as of the Commencement Date:
(a) assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the Data Protection Regulation, taking into account the nature of processing and the information available to Oneflow;
(b) taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising data subjects’ rights laid down in Chapter III of the Data Protection Regulation;
(c) upon reasonable notice, make available to you all information necessary to demonstrate compliance with the obligations laid down in article 28 of the Data Protection Regulation and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you; and
(d) ensure that persons authorised to process personal data on behalf of you have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
1.16 The obligation under section 1.15 d) shall not apply in relation to information that Oneflow is ordered to disclose or submit to public authorities or information disclosed in order to exercise or defend legal claims, whether in court proceedings or in an administrative or out-of-court procedure.
Your responsibilities and obligations
1.17 You are in your capacity of data controller liable to ensure that the processing of personal data carried out within the scope of the Service is compliant with applicable law, including but not limited to data protection law. Such requirements include, but is not limited to, the provision of information about processing of personal data to data subjects concerned.
1.18 You shall inform Oneflow of the content and significance of applicable data protection law to the extent relevant for the processing of personal data carried out under this Data Processing Agreement as well as supervisory authorities’ actions and decisions in respect of such processing of personal data. Without prejudice to your right to instruct Oneflow on how to process personal data and for the avoidance of doubt, Oneflow is not obligated to comply or take any measures due to such information as referred to in this section 1.18.
1.19 You shall pay reasonable compensation for all work and costs for Oneflow to accommodate:
(a) such documented instructions by you as referred to in section 1.2 to that are not expressly specified in this Data Processing Agreement and which in Oneflow’s opinion would not be commercially reasonable to accommodate (e.g. instructions that in Oneflow’s opinion would require the standardised Service or the technical setup required to provide it be specially adapted for you);
(b) such assistance with information and audits referred to in section 1.15 c) above;
(c) your objection against the use of a specific sub-processor as provided for in section 1.11 above; and
(d) return of personal data as provided for in section 1.8 above; and
(e) assistance in relation to actual requests to you by data subjects as referred to in section 1.15 b) above.
1.20 Having regard to the standardised nature of the Service, Oneflow may instead of accommodating such requests by you as referred to in section 1.19 a) and c) above, without prejudice to section 1.8 above, choose to terminate the Agreement with immediate effect. You shall then not be entitled to any refund of fees paid for the Service and Oneflow is relieved of any and all liability for any damages caused by Oneflow’s termination for such reason.
1.21 You shall indemnify and hold Oneflow harmless of any and all direct and indirect damages, including as a result of claims by data subjects or administrative fines, incurred by Oneflow as a result of your breach of this data processing agreement, your act or omission to act in accordance with applicable data protection, any other circumstance attributable to your side or Oneflow’s violations of applicable laws and regulations, including data protection law, due to vague, unlawful or absence of instructions or information from you.
Sub-Appendix 1 – Instructions on processing of personal data
In addition to what is set forth in the Agreement, you instruct Oneflow to process personal data for which you are the data controller in accordance with the below instructions:
|Purposes of the processingSpecify all purposes for which personal data will be processed by Oneflow||Oneflow is an end-to-end solution for contract handling. Users will build contract templates in Oneflow (either web based or upload documents), invite participants to contracts, edit and comment in contracts, electronically sign, archive, analyse and manage the lifecycle of contracts.Personal data relating to both users as well as counterparties to the contracts is processed to facilitate the contract process for the users, to manage your subscription to the Service and to maintain your relationship with Oneflow.|
|Types of personal dataSpecify the types of personal data that will be processed by Oneflow||Name, email address, phone number, title, work place and personal identity number relating to users and counterparties to contracts.As to contracts stored in the Service, personal data included therein (and thereby processed by Oneflow) may vary depending on which type of document you upload.|
|Categories of data subjectsSpecify the categories of data subjects whose personal data will be processed by Oneflow||Employees and consultants of you, persons mentioned in contracts as well as the counterparties or representatives of counterparties to the contracts that the Service is used to process.|
|Duration of the processingSpecify the duration of the processing of personal data performed by Oneflow before data will be deleted.||Personal data processed by Oneflow will be processed until deleted as per your instructions directly through the Service.|