License Agreement

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LICENSE AGREEMENT

§1. DEFINITIONS

  1. APPLICATION / FELG DENT APPLICATION
    Means the software offered by the Licensor for managing private dental practices, including management of patient information, treatment workflows, patient appointments, payment processing, and the preparation and generation of reports.
  2. LICENSEE
    Means the entity using the Application under the License Agreement concluded with the Licensor.
  3. LICENSOR / PROCESSOR
    Means FELG Software Sp. z o.o., with its registered office in Kraków 31–016, ul. Sławkowska 25/9, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków – Śródmieście in Kraków, 11th Commercial Division of the National Court Register, under KRS number 0000520292, NIP (Tax ID): 6762479659, which grants the License to the Application.
  4. GDPR
    Means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
  5. PATIENTS’ PERSONAL DATA
    Means patients’ data obtained by the Licensees, as data controllers within the meaning of the GDPR and the Polish Personal Data Protection Act of 10 May 2018—under their own responsibility in connection with dental services they provide—processed by the Licensor in connection with the conclusion of the Data Processing Agreement with the Licensee.
  6. USERS’ PERSONAL DATA
    Means personal data of natural persons using the Application, collected and processed by the Licensees as their data controllers within the meaning of the GDPR and the Polish Personal Data Protection Act of 10 May 2018—under their own responsibility in connection with their business activity—processed by the Licensor in connection with the conclusion of the Data Processing Agreement with the Licensee.
  7. LICENSEE’S PERSONAL DATA
    Means personal data of the Licensee as a natural person or a person representing the Licensee.
  8. LICENSE AGREEMENT / LICENSE
    Means this license agreement under which the Licensor authorizes the Licensee to use the Application.
  9. TRIAL VERSION
    Means a 30‑day trial period during which the Licensee may use the Application free of charge in accordance with the provisions of the License Agreement.
  10. ACCOUNT
    Means the account created during registration in connection with the conclusion of the License Agreement, which enables use of the Application and direct contact with the Licensor.
  11. SUBSCRIPTION TIER
    Means the option selected by the User for using the Application, depending on the number of doctors and the number of locations in which the User provides dental services, constituting the basis for calculating the License Fee, indicated and selected by the User during registration. All information on the types of Subscription Tiers and related fees, including the amount of the License Fee, is described in the Price List.
  12. FREE TIER
    Means the option selected by the User for using the Application, depending on the number of doctors and the number of locations in which the User provides dental services, entitling the User to use the Application free of charge.
  13. PRICE LIST
    Means the schedule of prices for services provided by the Licensor, including license fees determined in accordance with the selected Subscription Tier, available at wfelgdent.com/pl.
  14. ADDITIONAL SUBSCRIPTION‑TIER SERVICES
    Means additional services available to the Licensee, assigned to a given Subscription Tier, the provision of which requires additional fees indicated in the Price List.
  15. LICENSE FEE / SUBSCRIPTION FEE
    Means the fee that the Licensee is obliged to pay for using the Application under the License Agreement, calculated according to the Subscription Tier selected by the Licensee.
  16. DATA PROCESSING AGREEMENT (DPA)
    Means the agreement under which the Licensor is authorized to process the data entrusted to it by the Licensee.

§2. GENERAL PROVISIONS

  1. The Licensor represents that it holds all moral and economic copyrights to the FELG DENT Application, including the right to modify the source code and documentation as well as any materials related in any way to the Application, to the full extent and without any limitations in favor of third parties. Therefore, the Application is protected under copyright laws and international copyright treaties, as well as other legislation and international agreements concerning the protection of intellectual property rights.
  2. Under these terms, the FELG DENT Application is licensed, not sold.
  3. Under this Agreement, the Licensor grants the Licensee permission to use the Application on the terms set out in this License. The License is limited, non‑exclusive and non‑transferable, and is granted for an indefinite period.
  4. The License is territorially unlimited, i.e., under this Agreement the Application may be used worldwide. However, the User is responsible for ensuring that the use of the Application complies with the laws applicable at the place of its use. The Application is not available in all languages.
  5. The License is payable. The rules for making payments and the amount of fees are described in the Price List available at: wfelgdent.com/pl.
  6. Acceptance of the terms of this License is one of the conditions for the Licensee to commence using the Application.

§3. TERMS OF CONCLUSION OF THE AGREEMENT AND PROVISION OF SERVICES

  1. A condition for concluding the License Agreement is the Licensee’s acceptance of all of the following:
    a) the terms and conditions for the provision of electronic services “General Terms of Use for Users of the Online Website wfelgdent.com”, available at the following address: wfelgdent.com/regulamin;
    b) the Privacy Policy (together with consent to the processing of the User’s personal data), available at the following address: wfelgdent.com/polityka-prywatnosci;
    c) the terms of this License together with the Data Processing Agreement.
    Acceptance of the above documents by clicking the button indicating acceptance displayed next to each of the documents listed in points a), b), c) during registration, and completing the data indicated in the registration form, leads to the creation of a User Account and, ultimately, to the conclusion of the License Agreement together with the Data Processing Agreement.
  2. To conclude this Agreement, the Licensee is required to register and create an Account in accordance with the following procedure:
    a) the Licensee goes to the “Start Test” tab;
    b) completes the form by providing all necessary data;
    c) accepts, in sequence, the attached documents (listed in sec. 1).
  3. Ultimately, acceptance of the License Agreement together with the Data Processing Agreement constitutes the moment of concluding the License Agreement, under which the Licensor commences the provision of services, first within the scope of the Trial Version, and subsequently—if the Licensee wishes to continue cooperation—within the scope of full use of the Application in accordance with the provisions of the License.
  4. During registration the Licensee selects one of the available and offered Subscription Tiers, described in detail in the Price List.
  5. Upon conclusion of the License Agreement, a User Account is created, which is used to access the Application and enables direct contact with the Licensor, including via the Helpdesk Service. When the Account is created, a User ID number is assigned, which the Licensee will use in connection with the use of the Application.
  6. After 30 days of free use of the Application under the Trial Version, the Licensee will receive to the e‑mail address provided during registration and to the Account a pro forma invoice in an amount corresponding to the selected Subscription Tier, with information on a 14‑day payment term. Payment within this period indicates the intention to continue using the Application. Failure to pay the License Fee within this period indicates resignation from using the Application and termination of the License Agreement; consequently, access to the Application will be blocked by the Licensor.
  7. If, however, the Licensee wishes to use the Application after the deadline referred to in sec. 6 has passed, they should contact the Licensor directly at the following e‑mail address: helpdesk@felgdent.com.
  8. Please note that each Licensee may use the Trial Version only once, and this fact will be verified during registration each time.
  9. The Licensee has the right to change the selected Subscription Tier; in such case, the Licensee should report this to the Licensor via the Helpdesk Service. As a rule, the change of Subscription Tier takes effect on the day following receipt of such notification by the Licensor. In such a case, the License Fee for the billing period during which the change occurred will be appropriately settled on the invoice issued for the next nearest billing period, i.e., the amount of the License Fee for the next billing period will be calculated in accordance with the changed Subscription Tier and will be accordingly increased or decreased (proportionally to the number of days of use of the Application under the relevant Subscription Tier). However, the Licensor stipulates that a change of Subscription Tier from a higher to a lower one is only possible after the Licensee demonstrates an actual reduction in the number of the Licensee’s locations in which dental services are provided.

§4. FEES AND PAYMENT TERMS

  1. The License is payable, and the License Fee is paid as remuneration for a billing period of 30 days, payable in the amount consistent with the selected Subscription Tier. The Licensee is obliged to pay the remuneration in advance, within 14 days counted from the start of the new billing period. If Additional Subscription‑Tier Services are selected, the respective amount will be added to the License Fee in accordance with the Price List. In the case of the FREE TIER, no license fee is charged.
  2. The billing period is 30 days. The first billing period is counted from the first day after the expiry of the Trial Version.
  3. On the first day of each new billing period, the Licensor generates a pro forma invoice in the amount corresponding to the Subscription Tier selected by the Licensee and the fees for Additional Subscription‑Tier Services selected by the Licensee; the pro forma invoice is sent to the Licensee’s e‑mail address and to the Account. After payment is made, the Licensee receives, to the e‑mail address and to the Account, a VAT Invoice or an NP Invoice.
  4. The Licensee may make an overpayment by paying in advance for several billing periods or more; in such a case, an appropriate invoice will be generated. In that case, the next pro forma invoice will be generated after the pre‑paid billing periods have elapsed. In the event of an overpayment, the Licensee will use the Application for the duration of the pre‑paid billing periods without the possibility of early termination of the License Agreement.
  5. By concluding the License Agreement, the Licensee agrees to the issuance and delivery by the Licensor of VAT invoices, duplicates of invoices, and corrective invoices in electronic form.
  6. Invoices made available to the Licensee in electronic form will be generated as PDF files and secured in a way that prevents modification of invoice data.
  7. As the services provided by the Licensor will be performed within the territory of the European Union for Users located outside the country where the Licensor has its registered office, invoices issued to Licensees having their registered office outside the territory of the Republic of Poland and registered as EU VAT taxpayers will not include the VAT rate applicable in Poland. Accordingly, such invoices will contain the net remuneration amount plus the NP designation. In such a case, the Licensee is obliged to remit VAT in its own country in accordance with the rates applicable there. In the case of a Licensee who is a Polish VAT payer, or who is not a registered EU VAT taxpayer and has its registered office outside Poland, the VAT rate applicable under Polish law on the date of invoice issuance will be added to the license fee amount.
  8. The Licensee may make payment using the following methods:

a) bank transfer,

b) payment card,

c) other payment instruments available in accordance with the information contained in the Price List.

  1. In the case of bank transfers or any situation requiring an entry of a payment title, the Licensee will be required to indicate their User ID number.
  2. The Licensor informs that online payments will be handled by entities acting as payment operators, such as: Paylane, PayU, Dotpay, etc. The Licensor informs that if an online payment option of a recurring nature is selected—i.e., automatic, ongoing payment of the License Fee in accordance with the selected Subscription Tier—the Licensee agrees to debit their card account accordingly. The Service Provider informs that liability for non‑performance or improper performance of payment processing is borne by the given payment operator—depending on the payment method selected by the Licensee.
  3. The Licensor reserves that in the event of a delay in payment of the License Fee exceeding 14 days, the Licensor will be entitled to block access to the Application. The Licensee will not be entitled to assert any claims against the Licensor on this account. In addition, the Licensor will be entitled to charge statutory interest for delay in payment of remuneration.

§5. TERM OF THE AGREEMENT, WITHDRAWAL FROM THE AGREEMENT, TERMINATION OF THE AGREEMENT

  1. The License is concluded for an indefinite period.
  2. While using the Trial Version, the Licensee is entitled to withdraw from the License Agreement and to discontinue use of the License at any time without stating a reason.
  3. Failure to pay the License Fee charged for subsequent billing periods for more than 14 days counted from the expiry of the deadline specified in § 4 sec. 1 shall be deemed the Licensee’s resignation from using the Application and shall result in termination of the agreement. However, this does not release the Licensee from the obligation to pay for that period.
  4. Furthermore, the Parties have the right to terminate the License Agreement upon 30 days’ notice effective at the end of a billing period; for this purpose, the relevant Party should submit a notice of termination by e‑mail to the contact addresses indicated by the Parties, including that the Licensee may do so via the Helpdesk Service. The notice period begins to run upon receipt by the other Party of the notice of termination.
  5. If the License Agreement is terminated as a result of the events described in this section, the Data Processing Agreement shall be terminated simultaneously. Accordingly, the Licensor declares that it will return all data processed by it to date under the Data Processing Agreement by making them available for download in the Account for a period of 30 days from the date of termination of the License Agreement. After this period, the Processor is released from any liability arising from the Data Processing Agreement. This provision applies accordingly in the case of the end of the Trial Version period and failure to make payment pursuant to § 3 sec. 6.

§6. RULES FOR USING THE APPLICATION AND SCOPE OF THE LICENSE

  1. The Licensor grants the Licensee a license to use the Application in accordance with its intended purpose within the following fields of use: installing, inputting into the memory of a computer, mobile devices (in particular smartphones and tablets) and other devices, and making copies of such records, as well as permanently or temporarily reproducing such record in whole or in part, by any means and in any form, solely within the scope of dental services provided by the Licensee.
  2. Under the License Agreement, the Licensee obtains the right to use the Application within the above scope in accordance with the selected and paid Subscription Tier.
  3. Under this Agreement, the Licensee will be entitled to generate, in the form of a separate document, patients’ data and save it on a computer or other mobile device.
  4. The license granted under these provisions is commercial in nature, which means that the Licensee is entitled to use the Application in connection with its business activity under which it provides dental services to patients.
  5. The Licensor informs that, when using a computer, the Application is operated exclusively via “WWW” browsers (Firefox, Chrome, Safari, etc.), while on mobile devices via the browser or via the app downloaded from the App Store or Google Play.
  6. The Licensor informs that, for the purposes of using and operating the Application, SSL‑encrypted connections are used, which provide Users with the broadest possible model of protection for personal and payment data.

§7. RIGHTS AND OBLIGATIONS OF THE LICENSEE

  1. The Licensee is obliged to use the software in accordance with its intended purpose, functionality, and the rules arising from this License.
  2. The Licensee is obliged to cooperate with the Licensor to the extent necessary to protect the Application, and to promptly notify the Licensor of the need to take specific actions aimed at such protection.
  3. The Licensee is obliged to inform the Licensor of any error in the software immediately after it occurs, by using the Helpdesk Service available after logging in to the Account.
  4. The Licensee may not grant sublicenses, assign or transfer the Application in any form, which also includes a prohibition on renting, leasing, or lending the Application, in whole or in part, to third parties.
  5. The Licensee is not entitled to translate, adapt, alter the layout of, or make any changes to the Application. The foregoing restriction also excludes independent correction of errors in the Application by the Licensee.
  6. The Licensee bears full responsibility for all information and data entered via the Application and undertakes to comply with applicable laws in this regard, in particular the provisions concerning the protection of personal data. In the event that the Licensee breaches such provisions, the Licensee shall indemnify and hold the Licensor harmless from liability.
  7. The Licensor hereby declares that use of the Application requires the Licensor to process data—entered into it by the Licensee or the User—for which the Licensee is the data controller. In this respect, the Licensee and the Licensor shall conclude a Data Processing Agreement and cooperate on the terms set out therein. Conclusion of the Data Processing Agreement is a condition for the provision of services by the Licensor.
  8. Prior to entering Patients’ Personal Data into the Application, the Licensee is obliged to obtain from each patient the relevant consent in writing and to inform the patient about the rules, conditions, and methods of collecting and storing personal data, as well as that the data are processed by the Licensor. Failure to obtain such consent and failure by the Licensee to inform the Licensor of the revocation or limitation of such consent releases the Licensor from liability for breaches of personal data regulations in this respect.

§8. LIABILITY OF THE LICENSOR

  1. The Licensee acknowledges that the Application is software whose operation may be affected by various factors beyond the operation of the Application itself, including interoperability with other applications or computer programs (including drivers for individual components of computers or mobile devices) and web browsers, as well as interaction with other devices, including local networks and the Internet. Accordingly, the Licensee acknowledges that circumstances may occur that affect the operation of the Application and fall outside the Licensor’s scope of responsibility, arising from the above‑mentioned circumstances, which cannot be exhaustively examined, and that it is not possible to prevent any potential malfunctions of the Application due to them. In the event of any damage resulting from the above‑mentioned causes, the Licensor’s liability in this respect is excluded.
  2. The Licensor shall not be liable for defects and errors in the Application and their consequences arising as a result of unauthorised or improper use of the Application—i.e., use contrary to its intended purpose—or improper operation by the Licensee.
  3. The Licensor shall be liable only for its wilful misconduct or gross negligence, and its liability shall be limited to a maximum amount equal to three (3) times the License Fee for the last billing period paid by the Licensee to the Licensor.

§9. CONSEQUENCES OF BREACH OF THE LICENSE TERMS

  1. In the event of breaches described in §7 of the License Agreement, the Licensor shall set the Licensee a 5‑day time limit to cease the breach and remedy its effects. If the aforesaid time limit is not met, the Licensor shall be entitled to terminate the agreement with immediate effect. In such a case, the Licensor shall not be obliged to refund the License Fee.
  2. In the event of a breach of any other terms of the License, the Licensor shall be entitled to terminate this Agreement with immediate effect.
  3. Upon finding any of the breaches referred to above, the Licensor shall be entitled to block the Licensee’s ability to use the Application.
  4. In the cases referred to above, the Licensor shall not be obliged to refund the License Fee for the paid billing period(s).

§10. TECHNICAL SUPPORT, REPORTING DEFECTS, UPDATES

  1. Under the License, the Licensee has the right to use technical support in the form of the Helpdesk Service, available after the User registers for the Account, and relating to the operation of the Application—that is, among other things, the manner of use and operation, etc. These services shall be provided exclusively via online contact forms available after logging into the Account in the “Helpdesk” tab.
  2. In the event of an error in the functioning of the Application, such error should be reported to the Licensor via the Helpdesk Service, indicating the circumstances of the error’s occurrence.
  3. If, after verification and examination of the reported error, it turns out that the error was caused by unskilled or improper use of the Application, lack of or incorrect data entry, malfunction of the computer or mobile device used by the Licensee to use the Application, malfunction of the network, server or Internet connections, or other errors not arising from the essence of the Application for which the Licensor is not responsible, the Licensor has the right to refuse to remedy the error.
  4. If it is not possible to log into the Account, the User may contact the Licensor by sending information together with the User’s ID number to the following e‑mail address: helpdesk@felgdent.com
  5. The Licensee has the right to submit complaints without delay, no later than within 14 days from noticing a given error or defect. The procedure for submitting and handling complaints is described in detail in the Website Regulations “General Terms of Use for Users of the Online Website wfelgdent.com”, which is available at the following address: https://felgdent.com/pl/terms-of-service
  6. The Licensor shall have the right at any time to update the Application and introduce changes, in particular those aimed at verifying and fixing detected errors, as well as those intended to improve the functioning of the FELG Dent Application. The Licensee will be informed of each update or change.

§11. PROCESSING OF PERSONAL DATA AND WEBSITE PRIVACY POLICY

  1. All rules for the collection and processing of personal data are set out in the Privacy Policy, available at the following address: wfelgdent.com/polityka-prywatnosci.
  2. The Licensor informs that reading and accepting the Privacy Policy is one of the conditions for the conclusion and effectiveness of this License Agreement.

§12. FINAL PROVISIONS

  1. The Licensor reserves the right to introduce changes to this License Agreement, of which Users will be informed each time. Any change to the License Agreement will require the User’s acceptance. In the event of a lack of acceptance of the change, the Licensor will be entitled to terminate the agreement with effect at the end of the given billing period. Until the moment of termination of the Agreement, the provisions of the previous License Agreement shall apply. The current content of the License Agreement is available on the Website.
  2. In matters not regulated by this Agreement, the relevant provisions of Polish law shall apply, in particular the provisions of the Civil Code and the Act on Copyright and Related Rights.
  3. Any disputes that may arise in connection with this License Agreement shall be submitted to the court having jurisdiction over the Licensor’s registered office.
  4. This Agreement terminates and supersedes any other prior arrangements, understandings, arrangements, and agreements between the Licensor and the Licensee within the scope covered by its content, which hereby cease to have legal effect.
  5. An integral part of the License Agreement is Annex No. 1 – the Data Processing Agreement.

Annex No. 1 to the License Agreement

Data Processing Agreement (“DPA”)

DATA PROCESSING AGREEMENT

I. The DPA constitutes an integral part of the License Agreement and sets out the rules for processing by the Licensor, on the Licensee’s instructions, Patients’ Personal Data and Users’ Personal Data via the Application.

II. Terms used in the DPA and written with capital letters have the meanings assigned to them in the License Agreement.

III. The DPA constitutes the entirety of the obligations and conditions for the entrustment of the processing of Patients’ Personal Data and the personal data of the Licensee’s personnel in connection with the Licensee’s use of the Application and supersedes any and all prior arrangements, understandings, arrangements, and agreements between the Licensor and the Licensee in this respect.

§1. ENTRUSTMENT OF PERSONAL DATA PROCESSING

  1. Under this agreement, the Licensee entrusts the Processor, and the Processor accepts for processing—pursuant to Article 28 of the GDPR—the personal data entered into the FELG Dent Application, on the terms and for the purposes set out in this agreement (Patients’ Personal Data, Users’ Personal Data).
  2. The Licensee represents that it is authorised to entrust the Processor with personal data to the extent indicated in this agreement.
  3. The Processor undertakes to process the entrusted personal data in accordance with this agreement, the GDPR and other generally applicable laws that protect the rights of data subjects.
  4. The conclusion of this DPA constitutes the Licensee’s documented instruction for the Processor to process the personal data referred to in § 2 of this agreement, including to transfer them to third countries, as referred to in Article 28(3)(a) of the GDPR.
  5. The Processor will process personal data within the European Economic Area and may transfer personal data to third countries.
  6. The Processor declares that it is professionally engaged in activities related to the processing of personal data in the FELG Dent Application.
  7. The Licensee declares that the personal data entrusted under this agreement were obtained by it in a manner compliant with the GDPR and other generally applicable laws, in particular that it is authorised to process them on the basis of the consents of the data subjects. Prior to entering Patients’ Personal Data into the Application, the Licensee is obliged to obtain from each of them the relevant consent in writing and to inform them about the rules, conditions and methods of collecting and storing personal data, as well as that the processing of these data is carried out by the Processor. Failure to obtain such consent and failure by the Licensee to inform the Processor of the revocation or limitation of such consent releases the Processor from liability for breaches of the regulations in this respect. Furthermore, the Licensee is obliged to inform the Processor of the revocation of a User’s authorisation to process personal data in order to block that User’s access to the FELG Dent Application.
  8. The Licensee undertakes to cooperate with the Processor in the performance of this agreement, including to provide explanations in the event of doubts as to the lawfulness of the Licensee’s instructions.

§2. SCOPE AND PURPOSE OF DATA PROCESSING

  1. The Processor will process, under this agreement, the following data entrusted for processing:

a) ordinary data in the form of: first and last names, PESEL number, address, telephone number of the Controller’s personnel (Users’ Personal Data);

b) ordinary data in the form of: first and last names, address, PESEL number, billing data, telephone numbers of the Controller’s patients (Patients’ Personal Data);

c) special categories of data in the form of: information on the health status of the Controller’s patients—information on past diseases, information on planned treatment, treatment status, X‑ray images, and images of treatment progress (Patients’ Personal Data).

  1. The personal data entrusted by the Data Controller will be processed by the Processor solely for the purpose of performing the License Agreement to the extent necessary for the proper use of the FELG Dent Application.
  2. The Processor will process the personal data entrusted to it in electronic form in the FELG Dent Application.
  3. Under this agreement, the Processor undertakes to process the entrusted data exclusively within the scope and for the purpose of providing the services described in detail in the License Agreement, including in connection with granting the license and enabling Users to use the Application.
  4. Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing of personal data, as well as the risk to the rights of data subjects, the Processor shall ensure technical and organisational measures adequate to the risk to the rights of the data subjects.
  5. The Parties have agreed on the following personal‑data‑processing security measures:

a) ensuring the security of premises—the Processor has designated secure areas in which personal data are processed and has applied appropriate security measures, i.e., access control and the management and monitoring of access authorisations;

b) ensuring organisational security—formally defined and assigned scopes of responsibility for security, training of employees in data‑security matters, procedures for granting access rights to information systems that process data, procedures for managing and alerting about security breaches or binding requests affecting data;

c) ensuring IT security—hardening the operating system of IT environments, a procedure for introducing software patches, segmentation/partitioning of network architecture (VLAN) and the use of firewalls, intrusion‑detection sensors, access control via authentication, password policy;

d) encryption of stored personal data in accordance with the requirements of the current level of technological development in the relevant field (by selecting methods and key sizes, and managing information covered by secrecy);

e) ensuring the security of personal‑data transmission (encryption, authentication) in a way that prevents data from being used by unauthorised third parties;

f) implementation of control procedures designed to ensure that the security level is maintained over time; a personal‑data protection security policy.

§3. OBLIGATIONS OF THE PROCESSOR

  1. The Processor undertakes to secure the entrusted personal data by applying appropriate technical and organisational measures ensuring a level of security appropriate to the risk associated with the processing of personal data, as referred to in Article 32 of the GDPR.
  2. The Processor undertakes to exercise due care when processing the entrusted personal data.
  3. The Processor declares that it has carried out a risk analysis of the processing of the entrusted personal data and, moreover, undertakes in particular to keep a record of processing activities and make it available to the Licensee to the extent that it does not cover the Processor’s trade secrets, and undertakes to appoint a Data Protection Officer if such an obligation arises from the GDPR.
  4. The Processor undertakes to limit access to personal data exclusively to persons whose access to the data is necessary, to grant written authorisations to process personal data to all persons who will process the entrusted data for the purposes of this agreement, and to provide them with the necessary training on personal‑data‑protection rules, including the requirements laid down in the GDPR.
  5. The Processor undertakes to ensure that the persons it authorises to process personal data in order to perform this agreement maintain the confidentiality referred to in Article 28(3)(b) of the GDPR, both during their employment with the Processor and after its termination.
  6. The Processor undertakes to assist the Licensee, to the extent necessary, in fulfilling the obligation to respond to requests of data subjects and in fulfilling the obligations set out in Articles 32–36 of the GDPR.
  7. Upon detecting a personal‑data breach, the Processor shall notify the Licensee within 48 hours of detecting the breach.
  8. If the Processor has doubts as to the Licensee’s instructions, it shall immediately notify the Licensee of this fact, under pain of losing the ability to pursue claims against the Licensee on this account.
  9. The Processor undertakes to comply with the requirement of so‑called privacy by design referred to in Article 25(1) of the GDPR and shall inform the Licensee in advance of planned changes in the manner of processing personal data in such a way and within such time limits as to ensure that the Licensee has the ability to respond if, in the Licensee’s opinion, the changes planned by the Processor constitute a real threat to the security of personal data or increase the risk of violation of the rights or freedoms of persons as a result of the processing of data by the Processor.

§4. RIGHT OF CONTROL

  1. In accordance with Article 28(3)(h) of the GDPR, the Licensee has the right to verify whether the measures applied by the Processor when processing and securing the entrusted personal data comply with the provisions of this agreement.
  2. The Licensee shall exercise the right of control during the Processor’s business hours and with at least 14 days’ prior notice.
  3. The control shall take place at the place and time indicated by the Processor, in a manner that does not disrupt operations and does not risk breaching the Processor’s trade secrets or the confidentiality of personal data processed in the Application.
  4. The Processor undertakes to remedy the irregularities identified during the control.

§5. FURTHER ENTRUSTMENT OF DATA FOR PROCESSING (SUBPROCESSING)

  1. The Licensee consents to the Processor’s use of subcontractors (sub‑processors) for the processing of personal data in accordance with Article 28(2) of the GDPR for the proper performance of the License Agreement, including to ensure specific functionalities and the security of the Application.
  2. The Processor shall inform the Licensee of any intended changes concerning the addition or replacement of sub‑processors, thus giving the Licensee the opportunity to object to such changes.
  3. A sub‑processor referred to in sec. 1 above shall provide at least the same assurances and undertake the same obligations, and shall ensure the same security measures, as those imposed on the Processor under this agreement.
  4. The Processor shall be liable to the Licensee for any failure by a sub‑processor to fulfil the data‑protection obligations imposed on the sub‑processor.

§6. LIABILITY OF THE PROCESSOR

  1. The Processor shall be liable for damage caused by its actions in connection with failure to fulfil obligations arising from this agreement, the GDPR, other generally applicable provisions of law concerning the protection of personal data, or where it acted outside the lawful instructions of the Data Controller or contrary to those instructions, as well as for damage caused by applying or failing to apply appropriate security measures.
  2. The Processor undertakes to promptly inform the Licensee of any proceedings— in particular administrative or judicial—concerning the processing by the Processor of personal data specified in this agreement, and of any administrative decision or judgment concerning the processing of such data addressed to the Processor. This paragraph applies exclusively to personal data entrusted by the Licensee.
  3. The liability of the Processor is limited to an amount equal to three (3) times the License Fee for the last Billing Period.

§7. TERM OF THE AGREEMENT

  1. This agreement is concluded for the term of the License Agreement and shall be terminated in each case of the License Agreement’s expiry or termination.
  2. Upon termination of this agreement, the Processor shall lose the right to process the entrusted data and shall be obliged to permanently delete all personal data and to permanently delete all existing copies thereof, unless European Union law or the law of a Member State requires the storage of personal data. The Processor shall permanently delete all personal data within 30 days from the date of termination of this agreement.
  3. The Processor may process personal data only for the duration of the License Agreement and for the period from the termination or expiry of the License Agreement until the deletion of personal data in accordance with this agreement, unless the Licensee and the Processor agree on a different period for data processing in a separate arrangement.

§8. RULES OF CONFIDENTIALITY

  1. The Processor undertakes to keep confidential all personal data entered into the Application, information constituting the Licensee’s trade secrets, and information received from the Licensee marked as “confidential data”.
  2. The Processor declares that, in connection with the confidentiality obligation referred to in sec. 1 above, the data and information indicated above shall not be used, disclosed, or made available without the Licensee’s consent for any purpose other than the performance of this agreement, unless the obligation to disclose the data or information arises from applicable law or from an agreement.
  3. The Processor undertakes to obtain from persons authorised to process personal data a written undertaking to maintain the confidentiality of confidential data, unless such persons are subject to a statutory duty of confidentiality under applicable law.

§9. FINAL PROVISIONS

  1. With regard to amendments to the content of this agreement, dispute resolution, and other matters not regulated herein, the provisions of the License Agreement shall apply.
  2. In the event of any inconsistency between the provisions of this agreement and the License Agreement, the provisions of this Data Processing Agreement shall prevail.
  3. The court having jurisdiction over the Processor’s registered office shall be competent to resolve disputes arising from this agreement.
  4. This agreement has been drawn up in two identical counterparts, one for each Party.