Padelboard by MATCHi
Standard agreement terms

STANDARD AGREEMENT TERMS

13 of September 2022, latest revision 1 of November 2023

Important documents

Your agreement with us consists of the signed contract form, these standard agreement terms including the data processing agreement (appended to the standard terms). Each App-User’s access to PadelBoard is also governed by our Terms of Use, whereby anyone creating or being assigned an account must accept the terms and conditions in order to use the App.  If you are also a customer of the MATCHi booking system, these terms and conditions supplement your MATCHi agreement as to your use of Padelboard.

1. INTRODUCTION

1.1. Padelboard by MATCHi and Padelboard Arena (the Service) is a complete tournament tool for padel allowing clubs or venues to organise and administer Tournaments in an easy, structured and effective way. Within Padelboard Arena you can manage your account and create a Tournament, invite, add or create new Players and communicate with them, report scores or set it up let the Players report their own scores in the App and create involvement and excitement by presenting current standing and final result together with any other optional, function/feature/service which is offered from time to time.

1.2 The Customer is often a venue who provides people with opportunities to play racket sports or a club or association organising Tournaments and by using the Service they will increase the functionality, attractiveness and present their participants with a professional look and useful tool.

1.3 In accordance with this Agreement as well as the Terms and Conditions of Use, which are supplementing this Agreement, the Supplier will make the Service available to the Customer. 

1.4 The Supplier may occasionally at its discretion, make changes to the Service and these Standard Agreement Terms. If the changes are material the Customer shall be notified. By continuing to use the Service after such changes are made, Customer is expressing and acknowledging its acceptance of the changes.

2. DEFINITIONS 

2.1. In this document, unless the context otherwise requires: 

“Account” means the account required to access and use the Service. The Account currently provides access to both the MATCHi platform and the App;

“Agreement” means the signed contract form, these standard  agreement terms with its appended Data Processing Agreement and conditions and supplementary documents referred to in any of these documents; 

”App” means the Padelboard by MATCHi’s App which is available for download and is the tool with which Players interact with the Service.

“App-Users” means Players who have downloaded and are using the App.

“Confidential Information” means any information that: (i) if disclosed in writing, is labelled as “confidential” or “proprietary”; (ii) if disclosed in conversation - is said to be confidential at disclosure; or (iii) whether it being written or oral and whether it being designated as confidential or not, by its nature or the circumstances of its disclosure, makes it reasonably likely that it is confidential;

“Customer” or sometimes “you” or “yours”, means the company noted as purchasing the Service from the Supplier on the signed contract form.

“Intellectual Property Rights” means all copyright and related rights, design rights, registered designs, patents, trade and service marks (registered and unregistered), database rights, semi-conductor topography rights, know how, rights in confidential information and all other intellectual property rights throughout the world for the full term of the rights concerned;

“Players” means individuals who frequent the Customer to play racket sports and has been added by the Customer to the Service in order to participate in a Tournament. A player may have their own Account via the App and be added by the Customer linking the player to the Tournament or, if the player is not an App-User, be added as a player by the Customers manual registration of the player in the Service.

”Price” means the at each time applicable price to use the Service.

“Offerings” means any additional features, functionalities or services offered within the Service from time to time and these may or may not carry additional charges, and are part of the Service but are not necessarily included in the Price. If Offerings carry a charge, it will be evident from the information stated in the Service. If opting to use, purchase or activate any such Offerings, the Customer agrees to pay any fees associated with such Offerings in addition to paying the Price; 

“Service” means Padelboard Arena which is hosted on padelboard.app, but also the App when relevant, to organise, administer and present Tournaments of racket sports and all the features that are a part of the Service at each time. Note that any Offerings are part of the Service but may carry extra fees and charges.

“Supplier” or sometimes “we” or “us”, means MATCHi AB reg. no. 556871-6129., a Swedish limited liability company with address Gullbergs Strandgata 15, 411 04 Göteborg SWEDEN;

“Terms of Use” means Supplier’s supplementary document “Terms and Conditions of Use” that App-users have to accept to use the Service. 

“Tournament” means a series of matches set up for a competition which can last for one or more days involving several Players.

”Website” means padelboard.app and any subsections thereof.

3. SUPPLY OF SERVICES AND CUSTOMER UNDERTAKINGS

3.1 Supplier undertakes to supply the Customer with the Service on the terms set forth in this Agreement.

3.2 By entering into this Agreement to use the Service, the Customer warrants that its representatives are authorised to bind the Customer to this Agreement and that the Customer will comply with all requirements and any information that it submits to the Supplier is true, accurate and complete, and shall be kept up to date at all times and Customer shall comply with any laws and regulations that apply to its use of the Service (in particular local regulatory regimes on privacy and data protection) and it shall not provide any information or content to Supplier that it is not permitted to provide under law, regulation or contract or that would require Supplier to undertake separate measures such as obtaining consent from a person or a person's parent or guardian, or any other third party. 

3.3 Customer confirms that it will accept and comply with Terms of Use and other relevant terms, and that Players are informed and consent to the processing of any personal data as set forth in this Agreement. 

3.4. Customer is responsible for ensuring that individuals who has been authorised to use the Customers Account at all times comply with the terms of this Agreement and applicable Terms of Use and other instructions issued by the Supplier and Customer may not allow any third-party not representing the Customer, use its login and share the Service.

3.5 To use the Service one (1) account per venue or club is required. More than one account per venue may be provided upon request. If you have more than one venue/club you will need to activate more than one account. Customer undertake to ensure that only authorised persons can use the login credentials and that any documents revealing username (e-mail address) and password are stored in a way that prevents unauthorised access to the information. Customer must immediately change password or notify us if you suspect that login credentials have been compromised. Players need to download the App to be able to use the Service in the most efficient way.

3.6 Technical support is provided at e-mail support@matchi.com during most ordinary working days. If you are a customer of the MATCHi booking system, we also provide ongoing support via our single point of contact, the online Venues Help Center.

3.7 Customer is responsible for all hardware, communication networks and other equipment necessary for use of Services. 

3.8 Customer may not; (i) copy, create a derivative work of, reverse engineer, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form; (ii) use the Service in a manner that is contrary to applicable law or in violation of any third party rights of privacy or Supplier’s Intellectual Property Rights; (iii) use any method or tool to compromise the security of the Service; (iv) access the Service by any means other than through the interfaces provided; or (v) make available illegal, offensive, unsuitable or inappropriate content.

3.9 Supplier will: (i) give Customer access to and assign unique Customer user password and username; (ii) grant Customer access to Service in accordance with the terms and conditions of this Agreement; and (iii) endeavor to keep the Service secure, error-free or that errors in the Service are reasonably resolved and the overall system hosting of the Service is free of viruses or other harmful components and will use its reasonable endeavors to resolve any issues related to the Service as part of its technical support efforts.

3.10 Supplier reserves the right to make changes to the content, features and functionality of the Service, its Offerings, systems and interfaces as it sees fit in its sole discretion. When making such changes, the Supplier will notify the Customer and/or users of any material changes in advance if practicable and where such prior notice would not adversely affect the Supplier.

3.11 Supplier usually store Tournament data for as long as the Account is active, however Supplier is not obliged to store the information after the Tournament is over and the Supplier will not be held responsible if any such data is lost and the Customer is advised to arrange alternative storage of its Tournament data if necessary. 

3.12 The Supplier is not obliged to pre-screen or moderate any information or content entered into the Service, including the chat function, but reserves the right to remove any information at its full discretion.

3.13 To the fullest extent possible under applicable law, Supplier does not give any warranty, expressed or implied, as to the quality, content and availability or fitness for any specific purpose of the Service, or the non-infringement of any third party Intellectual Property Rights.

4. FEES, PAYMENT & COMMISSION 

4.1. The App is currently free of charge for Players and only Customers pay to use the Service as of today.

4.2 The Service is provided at the prices and conditions set forth in the signed contract form between the two Parties. There is no right to refund due to non-use of the Service. The prices and conditions are however subject to review from time to time and Supplier reserves the right to adjust the prices by notifying the Customer three (3) months before the new prices take effect. Unless Customer cancels the Agreement pursuant to the terms set forth herein, the adjusted prices for the Service will apply.

4.3 If you have added a payment method, such as a debit or credit card, to your Account, your card will be charged monthly in arrears, in accordance with the at each time available price list and you approve of us charging your card.

4.4 Unless you have added a payment method in accordance with the above or otherwise has been agreed in writing, Supplier will invoice Customer monthly in arrears. Invoiced amounts are in the currency set out in the signed contract, and exclude taxes, levies or duties of any nature, including value-added, sales use or withholding taxes.

4.5 To the extent Customer’s use of the Service includes the use of any Offerings carrying fees or charges, the Supplier has the right to issue invoices for such use and the Customer agrees to pay, or if you have added your card as payment method, you allow us to charge your card for any Offerings.

4.6 All invoices are payable within thirty (30) calendar days from the relevant invoice date, unless otherwise agreed in the signed contract form. All amounts owed hereunder, not paid when due, will be subject to penalty interest at eight (8) per cent per annum on the amount overdue, as well as compensation for costs for recovery. If amounts to be paid are overdue, Supplier may restrict Customer/Customer-users access to the Service until payment has been received in full.

4.7 If you are also a customer of the MATCHi booking platform, you hereby allow us to settle the outstanding amounts under this Agreement via the balance under the MATCHi service agreement and appropriate the funds from the clients (your) balance and render an account for all such funds in the combined notification/invoice with accounting documentation to you. Note that this will be done at Supplier’s discretion and for efficiency and increased convenience, whereby you will have less invoices and payments to administer.

5. TERM AND TERMINATION 

5.1 The Agreement term shall commence on the day the Agreement is signed and will remain in force until further notice. Termination requires a written notice by either Party one (1) month in advance. 

5.2 Upon the expiry of this Agreement for any reason, any sum owing or due to Supplier shall be immediately payable and the rights of Customer herein shall be immediately cancelled.

6. INTELLECTUAL PROPERTY RIGHTS 

6.1 Supplier, its affiliates and licensors, shall remain the exclusive owners of all Intellectual Property Rights in the Service and its content. 

6.2 Any trademarks, trade names, logos, domain names are the sole property of the Supplier, its affiliates and its licensors. The Customer is not granted any rights to use Intellectual Property Rights of the Service. Content on the Website and in the Service may not be used to a greater extent than is necessary in order to use the Service under this Agreement and in the intended manner.

6.3 When the Customer elect to upload, communicate, transmit or otherwise make available, any content and any information, data or Intellectual Property Rights related thereto (hereinafter “Content”), through the Service, the Customer remains the owner of Content but hereby grant to Supplier a royalty-free, non-exclusive, irrevocable, perpetual, non-assignable and sub-licensable right to use (in any form and in any and all media now known or later developed), reproduce, develop and modify the Content for the purpose of operating, developing, providing, promoting and optimising the Service, in each case to the maximum extent permissible by applicable law, without prejudice to applicable data protection and privacy laws.

6.4 With the exception of Content, Supplier is the owner of any Intellectual Property Rights created by Customer or its authorised users under this Agreement, and the Customer irrevocably assigns these to Supplier upon creation thereof. 

7. CONFIDENTIALITY AND PRIVACY 

7.1 Any and all Confidential Information exchanged between Supplier, Customer and Customer-users shall be kept strictly confidential and not disclosed to a third party without prior written consent of the owner of the Confidential Information. However, this Agreement shall not prohibit the disclosure of Confidential Information to the extent such disclosure is permitted or required by law or an order of governmental authority. Furthermore, Confidential Information may be shared on a need to know basis with contractors, Suppliers and affiliated companies who have executed written agreements to maintain such information in strict confidence.

7.2 Supplier will process any personal data in accordance with its Privacy Policy and the Data Processing Agreement between Supplier and Customer which is set out in Appendix 1. 

8. LIMITATION OF LIABILITY 

8.1 Supplier shall not be liable for any loss of profits, business, goodwill, revenue, sales, or data, or for any indirect, consequential, incidental or special loss or damages of any kind under or in connection with this Agreement, save where such loss or damage is due to Supplier’s gross negligence or willful violation of the terms of this Agreement. Supplier’s maximum liability arising out of the provision of the Service, shall in no case exceed the fees paid by the Customer for the past twelve (12) months (or if no fee has been paid, the estimated fixed fees for the upcoming 12 months). 

8.2 Supplier shall not be liable for damages for any delay or default in performance of its obligations, if such delay or default is caused by force majeure, such as but not limited to wars, insurrections, fires, epidemics, governmental order, regulation or ruling, or any other circumstances beyond the control of the Supplier, including power cuts or shortages. During the force majeure event, Supplier will use all reasonable efforts to avoid, reduce or eliminate the force majeure impact on the performance of its obligations. 

9. TRANSFER

9.1 The Customer may not transfer or grant its rights or obligations in accordance with this Agreement without the other party’s written consent. Supplier shall have the right to transfer all of its rights and obligations under this Agreement to a legal entity belonging to the same group of companies as the Supplier.

10. MISCELLANEOUS 

10.1 Any notice or other communication to be given or served under or in connection with this Agreement shall be in writing and shall be sent by e-mail to the other party’s contact person. 

10.2 This agreement constitutes the entire agreement between the parties and supersedes any previous agreement and no modification of this shall be effective unless it is made in writing. 

10.3 No failure or delay in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right or restrict the rights or remedies of that party in relation to the other party and no waiver of a breach shall be deemed to be a waiver of any subsequent breach of this Agreement.

10.4 All provisions of this Agreement that can be reasonably interpreted as surviving upon the termination of the Agreement (in particular provisions on intellectual property rights and confidentiality) shall survive after expiry or termination. 

11. APPLICABLE LAW AND DISPUTE RESOLUTION 

11.1 This Agreement shall be governed by the substantive laws of Sweden. 

11.2 Any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). 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 decide whether the Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the proceedings shall be the Swedish language when the Customer is a Swedish registered company and in all other cases it shall be the English language. The content of the proceedings shall be kept confidential, however the ruling may be disclosed.

 

APPENDIX 1  - TO STANDARD AGREEMENT TERMS

Data Processing Agreement

1. BACKGROUND

1.1 The European Parliament’s and the Council’s regulation 2016/679, referred to below as the ”GDPR” require a written personal data processing agreement (”DPA”) when a party process Personal Data on behalf of another party. As a result of this, the Customer (hereinafter the “Controller”) and the Supplier (hereinafter the ”Processor”) have agreed to enter into this DPA as an appendix to the Agreement, which has been entered into by the parties regarding the Service provided by the Processor to the Controller. 

2. DEFINITIONS

2.1 ”DPA” refers to this personal data processing agreement;

2.2 ”Data Subject” below refers to the individual to whom the Personal Data relates;

2.3 “Personal Data” means any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2.4 ”Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

2.5 All capitalised terms pursuant to this DPA shall be interpreted in accordance with the GDPR or the Agreement. 

3. PURPOSE

3.1 The Purpose for the Processing of Personal Data is to provide the Controller with the Service in accordance with the Agreement.

3.2 The Processor may only Process Personal Data for the Purpose and to the extent necessary to fulfill the Processor's obligations under this DPA, the Agreement and written instructions from the Controller.

4. DATA SUBJECTS – TYPES OF DATA, CATEGORIES ETC 

4.1 The types of data and categories are listed in the Processors Privacy Policy under a specific heading outlining which Personal Data the Customer is the Controller of. 

4.2 If there are any deviations to what is listed in this Privacy Policy in relation to the Personal Data for which the Controller is responsible, the Controller undertakes to inform and instruct the Processor of such discrepancies and outline the correct information.

4.3 The above shall contain information about what types of data are processed, for what purpose and how long it is stored for and with whom it is shared with and any other additional information that is required but which deviates from the information given in the Processors Privacy Policy.

4.4 The Controller approves of that Tournament Data may be deleted at the Processors discretion after 12 months.

4.5 The Controller approve of the Processor putting any result/individual info in private or non-visible mode, if the Processor receives a complaint from someone claiming to be a Data Subject, until such time the Processor can inform the Controller of the complaint and await the Controllers instructions on how to address the matter at hand.

5. PROCESSOR’S UNDERTAKINGS

5.1 The Processor undertakes to perform the Processing, as specified in this DPA. 

5.2 The Processor and the person or the persons working under its management may only Process Personal Data in accordance with documented instructions provided in this DPA or as instructed in writing, from time to time, by the Controller. In the event the Processor lacks instructions necessary to perform the assignment the Processor has received from the Controller, the Processor shall inform the Controller and await the instructions required. Instructions received shall be documented.

5.3 In the event that the Processor, Processes Personal Data in addition to or contrary to the Controller’s instructions, due to requirements according to applicable law, the Processor shall inform the Controller. 

5.4 The Processor has a general authorisation to replace or engage additional Processors, hereinafter referred to below as sub-processors, for fulfilment of this DPA. 

5.5 The Processor shall maintain a list of all sub-processors it engages to provide the Service, and shall make the list available to the Controller upon request. The Controller may subscribe to receive updates to the list by email notification by requesting to be put on the sub-processor subscription list.

5.6 To the extent the Controller has a reasonable objection to a change or addition of sub-processors, the Controller shall notify the Processor in writing within thirty (30) days of the notification being sent to Customers of sub-processor updates. If the Controller has objected to a new sub-processor in accordance with the foregoing, the Processor may in its sole discretion make alternative arrangements to exclude such sub-processor from the provisioning of Services to the Controller, even if doing so has an adverse effect on the provisioning the Service. To the extent the Processor does not exclude the new sub-processor objected to by the Controller, the Controller’s sole remedy shall be to terminate the Agreement by notice to the Processor without any liability for the Processor except reimbursement of fees already paid, but due for the remaining part of the Agreement.

5.7 When hiring a sub-processor, the Processor shall, by entering into a written agreement with the sub-processor, ensure that the sub-processor undertakes to carry out Processing on the corresponding terms and standard as the Processor has undertaken through this DPA. In the event a sub-processor does not fulfil its obligations, the Processor is responsible to the Controller for the performance of the sub-processors obligations. The parties agree that the Controller’s signing of this DPA shall constitute an authorisation of the Processor’s use of current sub-processors. 

5.8 In cases where a Data Subject, a Privacy Protection Authority or another third party requests information from the  Processor concerning the Processing of Personal Data, the Processor shall refer to the Controller. The Processor may not disclose Personal Data or other information about the Processing of Personal Data without express instructions from the Controller unless mandated by law. 

5.9 Processor shall immediately inform the Controller about any contacts from any Privacy Protection Authority that concern or may be of importance for the Processing of Personal Data. The Processor shall not have the right to represent the Controller or act on behalf of the Controller towards any Authority for Privacy Protection or another third party. 

5.10 If a Personal Data Breach is discovered, the Processor shall inform the Controller without undue delay, within 48 hours if possible. The Processor undertakes to follow relevant Privacy Protection Authority guidelines to respond to Personal Data Breaches. The Processor shall answer the following questions to the Controller in the event of an incident:

(i) Describe the Personal Data Breach nature and scope, 

(ii) The categories of and the approximate number of Data Subjects that are affected as well as the categories of and the approximate number of Personal Data items,

(iii) Describe the probable consequences of the breach,

(iv) Describe the actions that the Processor has taken or proposed to remedy the breach, 

(v) When it is appropriate, measures to mitigate its potential negative effects.   

5.11 Processor shall take reasonable technical and organisational measures to protect Personal Data against unauthorised access, destruction and change in accordance with the GDPR, with special regard to the requirements in Article 32 or newer equivalent. 

5.12 The Processor shall, to the extent it is relevant with regard to the nature, scope, context, and purpose of the Processing, assist the Controller to ensure that the obligations according to Articles 32 - 36 in the GDPR are fulfilled. 

5.13 The Controller shall have the right, at its own cost or through a third party, to verify that the Processor complies with this DPA. The Processor shall provide the Controller with all information required to show that the Processor has fulfilled its obligations in accordance with this DPA as well as the GDPR. The Processor shall also enable and contribute to reviews and inspections carried out by the Controller or the third party that has been authorised by the Controller. The Controller only has the right to call for review or inspection at the Processor once per calendar year unless there are special reasons to call for additional reviews. Reviews and/or inspection shall always be carried out in consultation with the Processor so that they entail the least possible disruption to the Processor’s operations. 

5.14 The Processor may, when this DPA ceases to be valid, unless the Controller provides other instructions, return Personal Data to the Controller or delete or anonymise the Personal Data in such manner that it cannot be restored and therewith ensure that no Personal Data remains with the Processor. At the request of the Controller, the Processor shall confirm in writing that all Personal Data has been deleted or pseudonymised. 

5.15 The Processor shall assist the Controller with producing information requested by any Authority for Privacy Protection or by a Data Subject, or in any other way facilitate the Controller to satisfy a Data Subject’s rights in accordance with the GDPR. 

5.16 In case personal data is transferred to a third country, the Processor is responsible to put in place adequate safeguards with respect to the protection of the privacy and fundamental rights and freedoms of individuals and as regards the exercise of the corresponding rights, such as the EU Commission’s Standard Contractual Clauses (the “EUSCC”) or ensure such a country is officially approved through an adequacy decision by the European Commission.

5.17 In the event the EUSCC are to be used, the Controller hereby grants the Processor a power of attorney to enter into the EUSCC on behalf of the Controller.

6. THE CONTROLLER’S RESPONSIBILITIES

6.1 The Controller shall provide clear and documented instructions to the Processor regarding the Processor’s Processing of Personal Data under this DPA. The Controller shall be responsible for ensuring that the Processing carried out and the documented instructions provided under this DPA are in accordance with the GDPR. The Controller shall be responsible, among other things, for informing the Data Subjects about the Processing and for informing and obtaining consent from the Data Subjects when necessary, in particular in relation to all Tournaments. 

6.2 The Controller shall immediately inform the Processor of changes in the Processing that affect the Processor’s obligations. The Controller shall in turn, notify the Processor of third parties, including any Authority for Privacy Protection and the Data Subjects’ actions with respect to the Processing.

7. CONFIDENTIALITY

7.1 The Processor undertakes not to disclose or in any other manner reveal to third parties information about the Processing of Personal Data included in this DPA, except for the sub-processor engaged in accordance with this DPA and except for the information given in the Processors at each time applicable Privacy Policy, detailing part of its processing activities and the Controller acknowledge that the nature of the Service as such means that Tournament information  will become available to third parties and a wider audience as they might be displayed on the Website, on screens at venues or other appropriate places. This undertaking shall not be applicable to information that the Processor is ordered to provide to Public Authority. The Confidentiality undertaking shall also apply after this DPA has been terminated.

7.2 The Processor undertakes to ensure that persons with authority to Process Personal Data undertake to observe the same level of confidentiality as is applicable for the Processor in accordance with this DPA or law.

8. COMPENSATION

8.1 Regardless what is stated otherwise in this DPA and in the Agreement, the Processor shall have the right to reasonable compensation for:

(i) any work and additional costs associated by the Controller changing the original instructions to this DPA. 

(ii) any work and additional costs that arise due to an audit by any Authority for Privacy Protection or similar measures.

(iii) any work and additional costs that affect the Processor due to the Controller breaching its obligations in accordance with this DPA.

(iv) any work and additional costs that arise for the Processor when the Processor assists the Controller with ensuring that the Controller’s obligations in accordance with the GDPR are fulfilled.

9. RESPONSIBILITY TOWARDS THIRD PARTIES

9.1 In the event a Data Subject, or other third party makes a claim against the Controller due to the Processor’s Processing of Personal Data, the Processor shall keep the Controller indemnified to the extent such claims are a direct consequence of the Processor’s non-compliance with this DPA or the Controller’s notified instructions in relation to this DPA. 

9.2 The Controller shall hold the Processor indemnified in the event that the Processor causes damage that is attributable to the Controller’s instructions for Processing are in violation of the GDPR or other applicable privacy legislation, or if the Controller has otherwise acted in violation of this DPA. 

9.3 The Processor’s liability for damages according to this DPA, for each rolling 12-month period, be limited to direct damages and losses to a total maximum amount corresponding to the total compensation paid by the Controller to the Processor according to the Agreement during the past 12-month period that preceded the time period when the Controller received knowledge of the circumstance that caused the damage (or the estimated amount due for the upcoming 12-month period, if no fee has been paid in the past 12 months). The Processor’s damage liability does not cover indirect damages and losses such as lost profit, lost expected savings or lost goodwill. 

10. REWORDING OF THE DPA

10.1 If required by law the relevant legislation or binding regulatory public authority, the Parties shall, without undue delay, renew this DPA in such manner as to comply with the legislation, which gave rise to the rewording. 

11.  TERM OF THE AGREEMENT

11.1 The DPA shall apply from the time of signing the Agreement and as long as the Processor Processes Personal Data on behalf of the Controller, or until either party terminates the associated Agreement. 

12. SETTLEMENT OF DISPUTES

12.1 Dispute in connection with this DPA shall be determined in accordance with what is stated in the Agreement to which the DPA is attached as an appendix.