End User SaaS Agreement
FAQ for P3 Audit iTracker End User SaaS Agreement
P3 Audit iTracker, (“P3A”) is excited to have you join our family of customers, and to do so as efficiently and quickly as possible. Context is always important when reviewing agreements and we find it useful to provide critical information on our services and how they are provided to facilitate onboarding new customer. We encourage whoever is reviewing our standard terms or End User SaaS Agreement (“EUSA”) to read this FAQ before starting their review.
We are a SaaS company providing supply chain related third-party risk management software and services (the “Services”); we provide the Services using solely outside-in, publicly available data that is collected and ultimately displayed in our UI via our proprietary technology. We do not collect, store, process, or otherwise, use personal data (other than for login credentials).
What am I buying? The P3 Audit iTracker Services.
Nature of the Services: The risk ratings (“Ratings”) and compliance validations (“ Validations”) provided by the Services are based only on information from publicly available sources, which is collected through a combination of our own research technology, third-party data feeds, and your own input. No intrusive techniques are used by P3 Audit iTracker, we do not attempt to bypass security controls, nor do we have any access to any Customer systems. The third-party risk management solution (“iTracker”) provided by the Services is designed only to handle risk and record validation related information which may be uploaded by such third-party as part of your use of the Services. This information should be non-personal in nature. The Services do not require any Customer to provide, nor are the Services designed to handle, process, store, or otherwise be used in connection with, sensitive personal information.
Why use the P3 Audit iTracker EUSA?
For Supply Chain Third Party Risk Management, Speed is of the essence. Our EUSA is designed to get you onboarded quickly so that we can help you protect your supply chain third party assets. Every minute not onboarded is another minute you do not have the unique insights into your supply chain third party risk posture that P3 Audit iTracker provides.
Pre-paid and Non-Cancellable Subscription. P3 Audit iTracker does not provide convenience termination language because our pricing is based upon commitment, and we rely on the financial commitment of all customers in order to constantly scale and improve the Services. Customers can choose one-year or multi-year terms under an Order Form, depending on the length of price lock desired.
Is a Data Processing Agreement Required Pursuant to GDPR?
No DPA is Required: We are a Data Controller. Article 28 of the GDPR only applies to a company (i.e., a “processor”) that processes personal data on behalf of another company. As indicated above, the limited personal data that you supply to the Ratings and Validations platform and/or iTracker (e.g., account credentials, and contact information to transmit invitations to vendors to submit compliance information through the platform) are controlled and retained by us. Because P3 Audit iTracker is a controller, a processor-controller DPA is not necessary under the GDPR.
P3 Audit iTracker End User SaaS Agreement
Last Updated August 4, 2022
This End User SaaS Agreement governs your use of our services. P3A permits you to purchase, access, and/or use the services only in accordance with the terms of this agreement. If you register for a free trial of our services or otherwise utilize free of charge capabilities, this agreement will also govern that free trial or use, unless otherwise provided herein. By accepting this agreement, either by clicking a box indicating your acceptance, using our services, or executing this agreement or an order form that references this agreement or relates to the services, you agree to the terms of this agreement, including all terms incorporated by reference. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services. You may not access the Services or request information from our Services if you are a direct competitor of P3A, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other competitive purposes. This Agreement was last updated as of the date above. It is effective between you and P3A as of the earlier of: (a) the date you accept this Agreement or (b) the date you first access or otherwise use the Services.
1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
1.1.1 “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2. “Agreement” means this End User SaaS Agreement.
1.3. “Applicable Data Privacy Laws” means the data privacy and security laws of the relevant jurisdiction, including but not limited to the European Union’s General Data Protection Regulation 2016/679 (“GDPR”) and the California Consumer Privacy Act (“CCPA”).
1.4. “Beta Services” means certain features, technologies, and services that are not generally available to customers, as updated from time to time .
1.5. “Credit(s)” means a credit for P3A’s ITracker platform associated with a sent questionnaire.
1.6. “Customer,” “you” or “your” means the person accepting this Agreement, or, if applicable, the company or other legal entity for which Customer is accepting this Agreement.
1.7. “Customer Services Data” means electronic data and information submitted by or for Customer to the Services or collected and processed by or for Customer as a result of your use of the Services (e.g., username, vendor contact information, support requests, issue remediation).
1.8. “Documentation” means the documentation and Service feature descriptions, as updated from time to time, as provided by P3A (whether online or otherwise).
1.9. “Disruption Event” means either: (a) a User’s use of the Services which could disrupt: (i) the Services; (ii) other customers’ use of the Services; or (iii) P3A network or servers used to provide the Services; or (b) unauthorized third-party access to the Services.
1.10. “Generic Reports” means reports that may include Customer Services Data in an anonymous, generic, de-identified format aggregated with other data not constituting Customer Services Data solely and exclusively for analysing customer needs, improving P3A products and services, or providing benchmark data of usage and configuration of applications to other customers.
1.11. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.
1.12. “Non-P3A Applications” means a web-based or offline software application that is provided by Customer or a third party and is not owned, operated, controlled, or otherwise provided by P3A (including any third-party integrations or partner products promoted by P3A), whether such application interoperates with the Services or is provided on a stand-alone basis.
1.13. “Non-P3A Material” means files, documents, or other materials of third parties made available by P3A via the Services but not otherwise owned or controlled by P3A.
1.14. “Order Form” means a purchase order, quote, online subscription, or other ordering document specifying the Services to be provided hereunder that is entered into between (a) Customer and (b) P3A or any of P3A’s Affiliates or Resellers, including any addenda and supplements thereto. For the avoidance of doubt, Customer’s subscription confirmation within the Services platform shall be considered an “Order Form” for purposes hereof.
1.15. “Personal Information” means information relating to an identified or identifiable natural person.
1.17. “Professional Services” means the product implementation, training, and/or other professional services to be provided by P3A to Customer (if any).
1.18. “Purchased Services” means Services (including Professional Services, but excluding any P3A API Services) that Customer purchases under an Order Form, as distinguished from those provided pursuant to a free trial.
1.19. “Reseller” means one of P3A’s preferred partner resellers through whom Customer purchases the Services.
1.20. “Services” means the products and services made available online or otherwise by P3A, including customer support services provided in connection with P3A’s SaaS offerings. “Services” exclude Non-P3A Applications and any products, services or content related thereto.
1.21. Not applicable
2. FREE TRIAL OR FREE OF CHARGE USAGE
1.22. “SOW” means the Statement of Work applicable to any Professional Services package purchased by Customer as part of the Purchased Services (if any).
1.23. “P3A,” “we,” or “us” means P3 Audit iTracker,
1.24. “P3A API Services” means the product and services related to P3A API functionality, including the use or development of API Integration(s). For purposes of this definition, “API Integrations” means the systematic interactions between Non-P3A Applications and the Services that are developed through the P3A API.
1.25. “Subscription Term” means the period of time during which Users are permitted to use the Services hereunder, as specified in the applicable Order Form and including all renewals or extensions thereof.
1.26. “Suspend” or “Suspension” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
1.27. “User” or “Administrator” means an individual who is authorized by Customer to use one or more of the Services and to whom Customer (or P3A at your request) has supplied a user identification and password. Users may include, for example, your employees, consultants, contractors, and managed service partners agents.
If Customer registers on the P3A website for a free beta trial or otherwise utilizes the functionality of the Services for free (signs up to the iTracker Basic Subscription Plan), P3A will make one or more Services available to Customer free of charge subject to the beta or Basic Plan terms and conditions, until the earlier of (a) the end of the beta trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any upgraded Service subscription plan ordered by Customer for such Service(s). Customer services data on P3A systems or in our possession or control, any reports, and any customizations made to the services by or for you, during your beta trial or free basic plan subscription may be lost or deleted at the end of the beta trial or free basic plan subscription period, unless the customer purchases an upgraded subscription plan before the end of the beta trial period or Basic Plan subscription period. P3A will have no liability for any harm or damage arising out of or in connection with a free beta trial. Notwithstanding section 8 (representations, warranties, exclusive remedies, and disclaimers), during the free beta trial the services are provided “as-is” without any warranty. Please review the Documentation during the trial period so that you become familiar with the features and functions of the Services before you make your purchase.
3. P3A RESPONSIBILITIES
3.1. Provision of Purchased Services. P3A will (a) make the Purchased Services available to Customer pursuant to this Agreement and the applicable Order Forms and SOWs, and (b) provide standard support for the Purchased Services to Customer at no additional charge. Notwithstanding the foregoing, the Purchased Services may not be available due to: (i) planned downtime (of which P3A shall give advanced electronic notice through the Services or otherwise and which P3A shall schedule to the extent practicable during the weekend hours), and (ii) circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, epidemic, quarantine restriction, strike or other labour problem (other than one involving P3A employees), Internet service provider failure or delay, Non-P3A Application failure or delay, or for denial of service attack. P3A reserves the right to make changes to the Services at any time and from time to time, provided, however, that P3A will not materially decrease the functionality of the Purchased Services during a Subscription Term. If P3A materially decreases the functionality to the Purchased Services, P3A will notify Customer of such change in accordance with Section 12.1 (Manner of Giving Notice).
3.2. Provision of P3A API Services. In connection with Customer’s Purchased Services, P3A may make the P3A API Services available to Customer and the following terms and restrictions shall apply to Customer’s use of the API Services.
3.2.1. Usage Restrictions. In addition to the restrictions set forth in Section 4.4, except as expressly and unambiguously authorized under this Agreement or by P3A in writing, Customer shall not (i) disclose or provide the API to any person or entity other than to Customer’s employees or consultants, or contractors who have a need to know, (ii) use the P3A API Services in a product or service that is commercially released; (iii) exceed 100 calls / hour; or (iv) use the API in a manner that, as determined by P3A in its sole discretion, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Documentation.
3.2.2. Proprietary Rights. As between the parties, P3A owns all rights, title, and interest in and to the P3A API Services and all other output of the API. Except to the limited extent expressly provided in this Agreement, P3A does not grant, and Customer shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to the P3A API Services or output thereof.
3.2.3. Disclaimers. P3A reserves the right to limit access or functionality of the P3A API Services at any time. P3A API Services are provided “AS IS” and P3A disclaims all warranties relating to the API, express or implied, including but not limited to any warranties against infringement, merchantability, and fitness for a particular purpose.
3.3. Protection of Customer Services Data. P3A will maintain industry-standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Services and the Customer Services Data. Those safeguards will include, but will not be limited to, safeguards to ensure the security of the information technology systems used to provide the Services, maintaining and testing (at least annually) an incident management program, and measures for preventing inappropriate access, use, modification or disclosure of Customer Services Data by P3A personnel. P3A will promptly inform Customer following discovery of any breach of security, confidentiality, and/or integrity of the Services or Customer Services Data affecting Customer.
3.4. Beta Services. From time to time, P3A may invite Customer to try Beta Services at no charge. Customer may accept or decline any such trial in its sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the date that a version of the Beta Services becomes generally available. P3A may discontinue Beta Services at any time in its sole discretion and may never make them generally available. P3A WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE. NOTWITHSTANDING SECTION 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS), BETA SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
4. USE OF SERVICES; NON-P3A APPLICATIONS; AFFILIATES
4.1. Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, (b) subscriptions may be added during a Subscription Term, with the term for such additional subscription(s) to be prorated for the portion of that Subscription Term remaining at the time the mid-term subscriptions are added, and (c) any added subscriptions will terminate on the same date as the Subscription Term, subject to any automatic renewals that may apply as set forth below in Section 11.2 below.
4.2. Usage Limits. Services are subject to usage limits, including, for example, the quantities specified in the applicable Order Form(s). Unless otherwise specified, a quantity in an Order Form refers to Slots or Credits, as applicable. If Customer exceeds its then-current contractual usage limit as set forth in the relevant Order Form, Customer may incur additional fees for excess usage if it does not reduce overuse within ten (10) days after notice from P3A and in such case, shall remit payment in accordance with Section 5 (Fees and Payment); Customer’s then-current contractual usage limit will automatically be increased to the new number of Slots or Credits for the remainder of the Subscription Term and thereafter (if applicable).
4.3. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement and for all activities that occur through Users’ use of Services, (b) be responsible for the accuracy, quality and legality of Customer Services Data, including any obtaining all required consents or rights required to use Customer Services Data, (c) to prevent unauthorized access to or use of Services (including not sharing any User passwords), and notify P3A promptly of any such unauthorized access or use, and (d) if applicable, comply with the terms of service for any Non-P3A Application with which Customer uses the Services.
4.4. Usage Restrictions. Solely for purposes of this Section 4.4, “Services” shall include P3A API Services. Customer will not (a) make any Service available to, or use any Service for the benefit of, anyone other than Customer or Users, including any part, feature, function or output of a Service, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or any part, feature, function or output thereof (e.g., reports, screenshots), or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) use a Service in violation of this Agreement, applicable laws or government regulations, or form otherwise fraudulent or malicious purposes, (f) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (g) attempt to gain unauthorized access to any Service or its related systems or networks, (h) use or permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (i) publish, display, or copy (provided that Customer and its Users can copy as reasonably necessary to its and their rights under this Agreement and in connection with ordinary course back-up and disaster recovery procedures) a Service or any part, feature, function, output, or user interface thereof (this includes a prohibition on any publication of ratings, scores, reports or components thereof), (j) remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials Customer receives or accesses through the Services; (k) frame or mirror any part of any Service, other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in this Agreement, (l) access any Service in order to build a competitive product or service or use a Service in a way that competes with products or services offered by P3A, or (m) copy, adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify any Service or P3A’s website, through automated or other means.
4.5.2. To the extent Customer provides personal information to P3A, Customer represents that it has complied with all Applicable Data Privacy Laws concerning its collection and disclosure of such information, and that it is not relying upon P3A to discharge any of customer’s obligations or responsibilities under Applicable Data Privacy laws.
4.5.3. With respect to the personal information that it receives from Customer or Users, P3A represents that it has and will independently comply with all obligations imposed by Applicable Data Privacy upon controllers, that it will not consider itself to be a joint controller with Customer, and that it will not rely upon Customer to perform any of P3A’s obligations as a controller.
4.6. Suspension. If P3A becomes aware of a User’s violation of this Agreement, then P3A may specifically request that Customer Suspend that User’s use of the Services. If Customer fails to comply with our request to Suspend a User’s use of the Services, then P3A may Suspend that User’s use of the Services. The duration of any Suspension by P3A will be until the applicable User has cured the breach that caused the Suspension. Notwithstanding the foregoing, if there is a Disruption Event, then P3A may automatically Suspend the offending use. The Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Disruption Event. If P3A Suspends a User’s use of the Services for any reason without prior notice to Customer, then at your request, P3A will provide Customer with the reason for the Suspension as soon as is reasonably possible.
4.7. Non-P3A Applications
4.7.1. Acquisition and Use of Non-P3A Applications. P3A or third parties may make available third-party products or services, including, for example, Non-P3A Applications and implementation and other consulting services. If Customer elects to acquire or use such Non-P3A Applications, any exchange of data between Customer and any non-P3A provider is solely between Customer and the applicable non-P3A provider. P3a does not warrant or support non-p3a applications or other non-p3a products or services, whether or not they are designated by p3a. Such non-p3a applications are not under the control of p3a and p3a is not responsible for the product, services, website, or content of any third-party provider. Non-P3A Applications may be subject to additional terms and conditions between the provider of such Non-P3A Application and Customer, including terms related to the collection, use and processing of Personal Information. If Customer elects to acquire or use a Non-P3A Application, it is Customer’s responsibility to review and understand these additional terms.
4.7.2. Non-P3A Applications and Your Customer Services Data. If Customer installs or enables a Non-P3A Application for use with a Service, Customer grants P3A permission to allow the provider of that Non-P3A Application to access Customer Services Data as required for the interoperation of that Non-P3A Application with the Service. P3A is not responsible or liable for any disclosure, modification or deletion of Customer Services Data resulting from access by a Non-P3A Application. P3A is not responsible or liable to Customer if you install, connect, enable, use or share any integration, feature, workflows, actions, or suggestions authored or made available by an entity other than P3A.
4.7.3. Integration with Non-P3A Applications. The Services may contain features designed to interoperate with Non-P3A Applications. To use such features, Customer may be required to obtain access to Non-P3A Applications from their providers and may be required to grant P3A access to your account(s) on the Non-P3A Applications.
4.7.4. Use of Non-P3A Materials. Third parties may make available Non-P3A Materials using the Services for Customer to view, download or otherwise use. Non-p3a material is provided “as-is” without any warranty and p3a makes no representation with respect to non-p3a material and p3a will have no liability for any harm or damage arising out of or in connection with non-p3a material.
5. FEES AND PAYMENT FOR PURCHASED SERVICES
5.1.Reseller Purchases. If Customer purchases the Services through a Reseller, all payment-related terms (including, but not limited to, pricing, invoicing, billing, payment methods, and late payment charges) will be set forth in Customer’s agreement directly with such Reseller and such payment-related terms will supersede any conflicting terms set forth in this Section 5. P3A may suspend or terminate your access to the Services in the event of non-payment of the applicable fees to P3A by the Reseller due to your non-payment, or Customer’s uncured breach of this Agreement. Notwithstanding anything to the contrary, the agreement between Customer and a Reseller: (i) shall not modify any of the terms set forth herein other than Sections those portions of Section 5 related to billing and payments, and (ii) is not binding on P3A.
5.2. Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on the Service purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable except as set forth in Section 11.4 below, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.
5.3. Invoicing and Payment. Fees shall be invoiced in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt of such invoice and payable net thirty (30) from the invoice date. Any payments not made within thirty (30) days of the receipt of such invoice shall accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Customer is responsible for providing complete and accurate billing and contact information to P3A and notifying P3A of any changes to such information. Customer acknowledges and agrees that P3A may engage third-party payment processors, which includes Stripe and its affiliates, to process online payments made by Customer hereunder, and that such payment processors will be provided your payment information in order to help us process your payment.
5.4. Overdue Charges. If any undisputed invoiced amount is not received by P3A thirty (30) days after the invoice date, then without limiting our rights or remedies (a) P3A may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.3 (Invoicing and Payment), and/or (b) P3A may require Customer to pay all reasonable collections or legal fees incurred by P3A in order to collect payment of the corresponding undisputed invoiced amount.
5.5. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other agreement for Purchased Services is thirty (30) or more days overdue, P3A may, without limiting other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services to Customer until such amounts are paid in full. P3A will give Customer at least 10 days’ prior notice, in accordance with Section 12.1 , before Suspending Services to Customer pursuant to the foregoing.
5.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If P3A has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 5.6, P3A will invoice Customer and Customer will pay that amount unless Customer provides P3A with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, P3A is solely responsible for taxes assessable against P3A based on our income, property, and employees.
5.7. Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by P3A regarding future functionality or features.
6. PROPRIETARY RIGHTS AND LICENSES
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, P3A reserves all of its right, title, and interest in and to the Services and any proprietary materials of P3A contained therein, including all intellectual property rights therein and thereto, and Customer acquires no rights with respect to the Services, by implication or otherwise, except for those expressly granted in this Agreement. Customer reserve all of Customer’s rights, title and interest in Customer Services Data, provided that P3A may use Customer Services Data to create Generic Reports and as provided in Section 6.2 below. No rights are granted to Customer hereunder other than as expressly set forth herein.
6.3. License by Customer to Use Feedback. Customer grants to P3A a worldwide, perpetual, irrevocable, transferable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of the Services, provided that P3A shall not identify Customer as the source of such feedback.
7. CONFIDENTIAL INFORMATION
7.1. Definition of Confidential Information. “Confidential Information” means all information and materials disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. P3A Confidential Information includes the Services and any proprietary materials provided through the Services; Customer Confidential Information includes Customer Services Data; and Confidential Information of each party includes any proprietary pricing Customer might receive as a quote, offer, or in an Order Form, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party as shown by documents and other competent evidence in the Receiving Party’s possession.
7.2. Protection of Confidential Information. The Receiving Party will (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, disclose Confidential Information of the Disclosing Party only to those of its employees, officers, advisors, contractors, and agents and its Affiliates’ employees, officers, advisors, contractors, and agents who need that access for purposes consistent with this Agreement and who are subject to confidentiality obligations consistent with this Agreement. Receiving Party is fully responsible for the compliance of its employees, officers, advisors, contractors, and agents and its Affiliates’ employees, officers, advisors, contractors, and agents with the terms of this Section 7.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or by the order of a court or similar judicial or administrative body to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS
8.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2. P3A Warranties. P3A warrants that: (a) the Purchased Services will perform materially in accordance with the specifications set forth in the Documentation; (b) P3A will provide the Professional Services, if applicable, in a professional and workmanlike manner; and (c) P3A has used commercially reasonable efforts to detect and prevent the introduction of Malicious Code into the Services. For any breach of the above warranties, Customer’s exclusive remedy and P3A’s sole obligation is those described in Sections 11.3 (Termination) and 11.4 (Refund or Payment upon Termination).
8.3. Mutual Warranties. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Services, as applicable (including applicable security breach notification law).
8.4. Disclaimers. Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, to the maximum extent permitted by applicable law. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers or non-p3a applications.
9. MUTUAL INDEMNIFICATION
9.1. Indemnification by P3A. P3A will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided Customer (a) promptly give P3A written notice of the Claim Against Customer, (b) give P3A sole control of the defence and settlement of the Claim Against Customer (except that P3A may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) give P3A all reasonable assistance, at our expense. If P3A receives information about an infringement or misappropriation claim related to a Service, P3A may in its discretion and at no cost to Customer (i) modify the Service so that it no longer infringes or misappropriates, without breaching the warranties under Section 8.2 (P3A Warranties), or (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, and if neither (i) or (ii) is commercially reasonable, (iii) terminate Customer’s subscriptions for that Service upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim Against Customer arises from: (i) a Non-P3A Application, (ii) Customer’s breach of this Agreement, (iii) Customer’s negligence, recklessness, gross negligence, or wilful misconduct (iv) any use of the Services in combination with other products, equipment, software or data not supplied by P3A; or (v) any modification of the Services by any person other than P3A or its authorized representatives.
9.2. Indemnification by Customer. Customer will defend P3A against any claim, demand, suit or proceeding made or brought against P3A by a third party alleging that Customer Services Data, or your use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights (a “Claim Against P3A”), and will indemnify P3A from any damages, attorney fees and costs finally awarded against P3A as a result of, or for any amounts paid by P3A under a court-approved settlement of, a Claim Against P3A, provided P3A (a) promptly gives Customer written notice of the Claim Against P3A, (b) gives Customer sole control of the defence and settlement of the Claim Against P3A (except that Customer may not settle any Claim Against P3A unless it unconditionally releases P3A of all liability), and (c) gives Customer all reasonable assistance, at your expense. The above defence and indemnification obligations do not apply to the extent a Claim Against P3A arises from: (i) P3A’s breach of this Agreement, or (ii) P3A’s negligence, recklessness, gross negligence, or wilful misconduct.
9.3. Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.
10. LIMITATION OF LIABILITY
10.1. Limitation of Liability. Except for each party’s indemnification obligations under section 9 and customer’s payment obligations under section 5, neither party’s liability with respect to any single incident or series of related incidents arising out of or related to this agreement will exceed the amount paid by customer hereunder in the 12 months preceding the incident or series of related incidents, provided that in no event will either party’s aggregate liability arising out of or related to this agreement exceed the total amount paid by customer hereunder. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. The foregoing disclaimer will not apply to the extent prohibited by law.
10.2. Exclusion of Consequential and Related Damages. Except for each party’s indemnification obligations under section 9, in no event will either party have any liability to the other party for any lost profits, revenues or indirect, special, incidental, consequential, cover or punitive damages (including, without limitation, loss of profits or goodwill), whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.
11. TERM AND TERMINATION
11.1. Term of Agreement. This Agreement commences on the Effective Date set forth on the signature page and continues for so long as P3A is providing Services.
11.2. Term of Purchased Subscriptions; AUTO-RENEWAL OF SUBSCRIPTION TERM. The Subscription Term shall be, and shall renew, as specified in the applicable Order Form. If no such term or renewal period is specified, Subscriptions will have an initial term of one year and will automatically renew for additional periods equal to the expiring Subscription Term or one (1) year (whichever is shorter), unless either party gives the other notice of non-renewal at least sixty (60) days before the end of the relevant Subscription Term in accordance with Section 12.1.
11.3. Termination. A party may terminate this Agreement, any Order Form or SOW (i) thirty (30) days after providing written notice to the other party of a material breach of its obligations under this Agreement or the relevant Order Form or SOW if such breach remains uncured at the expiration of such 30-day period, (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iii) upon ten (10) days’ written notice to the other party if the other party is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches.
11.4. Refund or Payment upon Termination. If this Agreement is terminated by Customer for material uncured breach in accordance with Section 11.3(i) or (iii), P3A will refund Customer any prepaid fees covering the remainder of the Subscription Term of all Order Forms or SOW after the effective date of termination. If this Agreement is terminated by P3A in accordance with Section 11.3, Customer will pay any unpaid fees covering the remainder of the Subscription Term of all Order Forms. In no event will termination relieve Customer of its obligation to pay any fees payable to P3A for the Subscription Term period prior to the effective date of termination.
11.5. Customer Services Data. After the effective date of termination or expiration of this Agreement, P3A will have no obligation to maintain or provide Customer Services Data, and may, in its sole discretion, delete or destroy all copies of Customer Services Data in our systems or otherwise in our possession or control, unless legally prohibited.
11.6. Surviving Provisions. The Sections that are intended by their nature to survive termination or expiration shall so survive any termination or expiration of this Agreement.
12. NOTICES, GOVERNING LAW AND JURISDICTION
12.1. Manner of Giving Notice. All notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of an indemnifiable claim). Notices to P3A shall be addressed to P3 Audit Limited, , Attn: Legal Department; 71-75 Shelton Street, London, WC2H 9JQ United Kingdom; with copy to legal@P3Audit.com Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer shall be addressed to the relevant Services system administrator designated by Customer, in writing, by like notice.
12.2. Agreement to Governing Law and Jurisdiction. Each party agrees that this Agreement is governed by and shall be construed in accordance with the laws of England, in all respects, without regard to choose or conflicts of law rules, and that all disputes arising out of or relating to this Agreement are limited to the exclusive jurisdiction and venue of courts located within England. Each party hereby consents to and waives any objections with respect to such jurisdiction and venue.
13. GENERAL PROVISIONS
13.1. Entire Agreement and Order of Precedence. This Agreement, including any Order Forms, is the entire agreement between Customer and P3A regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter (including any non-disclosure agreement between Customer and P3A where the sole purpose was to evaluate the subscription hereunder). No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is to be asserted. No modification or amendment of any provision of this Agreement, an Order Form or SOW will be effective unless in writing and signed by the party against whom the waiver is to be asserted. The parties agree that any term or condition stated in any Customer purchase order or in any other order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form or SOW, (2) this Agreement, and (3) the Documentation.
13.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms and SOWs hereunder), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity securities. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.
13.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
13.4. Third-Party Beneficiaries. The parties do not intend to create any third-party beneficiaries of this Agreement, and nothing in this Agreement is intended, nor shall anything herein be construed to create any rights, legal or equitable, in any person other than the Parties to this Agreement.
13.5. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
13.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
13.7. Headings. Headings are used in this Agreement and all associated agreements are solely for convenience and shall not be deemed to affect in any manner the meaning or intent of the applicable agreement or any provision there/hereof.
13.8. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
13.9. Force Majeure. Except for payment obligations, neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, an act of war or terrorism, riot, labour condition, governmental action, pandemic, epidemic, quarantine restriction, and Internet disturbance) that was beyond the party’s reasonable control.
13.10. Jury Trial Waiver. Each party hereby waives its rights to a jury trial of any claim or cause of action based upon or arising out of this agreement or the subject matter hereof. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims (including negligence), breach of duty claims, and all other common law and statutory claims. This section has been fully discussed by each of the parties hereto and these provisions will not be subject to any exceptions. Each party hereto hereby further warrants and represents that such party has reviewed this waiver with its legal counsel, and that such party knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.
P3 Audit Limited GDPR Statement
The data protection declaration of P3 Audit Limited is based on the terms used by the European legislator for the adoption of the General Data Protection Regulation (GDPR). Our data protection declaration should be legible and understandable for the general public, as well as our employees, customers, and business partners. To ensure this, we would like to first explain the terminology used.
1. In this data protection declaration, we use, inter alia, the following terms:
a) Personal data
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, in particular 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.
b) Data subject
The data subject is any identified or identifiable natural person, whose personal data is processed by the controller responsible for the processing.
Processing is any operation or set of operations which are performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
d) Restriction of processing
Restriction of processing is the marking of stored personal data with the aim of limiting their processing in the future.
Profiling means any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular, to analyse or predict aspects concerning that natural person’s performance at work, economic situation, health, personal preferences, interests, reliability, behavior, location or movements.
Pseudonymization is the processing of personal data in such a manner that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that such additional information is kept separately and is subject to technical and organizational measures to ensure that the personal data are not attributed to an identified or identifiable natural person.
g) Controller or controller responsible for the processing
The controller or controller responsible for the processing is the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be
provided for by Union or Member State law.
The processor is a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.
The recipient is a natural or legal person, public authority, agency, or another body, to which the personal data are disclosed, whether a third party or not. However, public authorities which may receive personal data in the framework of a particular inquiry in accordance with Union or Member State law shall not be regarded as recipients; the processing of those data by those public authorities shall be in compliance with the applicable data protection rules according to the purposes of the processing.
j) Third party
A Third-party is a natural or legal person, public authority, agency, or body other than the data subject, controller, processor, and persons who, under the direct authority of the controller or processor, are authorised to process personal data.
Consent of the data subject is any freely given, specific, informed, and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
2. Name and Address of the controller
Controller for the purposes of the General Data Protection Regulation (GDPR), other data protection laws applicable in Member states of the European Union and other provisions related to data protection is:
P3 Audit Limited
21-25 Shelton Street
The data subject may, at any time, prevent the setting of cookies through our website by means of a corresponding setting of the Internet browser used, and may thus permanently deny the setting of cookies. Furthermore, already set cookies may be deleted at any time via an Internet browser or other software programs. This is possible in all popular Internet browsers. If the data subject deactivates the setting of cookies in the Internet browser used, not all functions of our website may be entirely usable.
4. Collection of general data and information
The website of P3 Audit collects a series of general data and information when a data subject or automated system calls up the website. This general data and information are stored in the server log files. Collected may be (1) the browser types and versions used, (2) the operating system used by the accessing system, (3) the website from which an accessing system reaches our website (so-called referrers), (4) the sub-websites, (5) the date and time of access to the Internet site, (6) an Internet protocol address (IP address), (7) the Internet service provider of the accessing system, and (8) any other similar data and information that may be used in the event of attacks on our information technology systems.
When using these general data and information, P3 Audit does not draw any conclusions about the data subject. Rather, this information is needed to (1) deliver the content of our website correctly, (2) optimize the content of our website as well as its advertisement, (3) ensure the long-term viability of our information technology systems and website technology, and (4) provide law enforcement authorities with the information necessary for criminal prosecution in case of a cyber-attack. Therefore, P3 Audit analyzes anonymously collected data and information statistically, with the aim of increasing the data protection and data security of our enterprise and to ensure an optimal level of protection for the personal data we process. The anonymous data of the server log files are stored separately from all personal data provided by a data subject.
5. Registration on our website
The data subject has the possibility to register on the website of the controller with an indication of personal data. Which personal data are transmitted to the controller is determined by the respective input mask used for the registration. The personal data entered by the data subject are collected and stored exclusively for internal use by the controller, and for his own purposes. The controller may request transfer to one or more processors (e.g. a parcel service) that also uses personal data for an internal purpose which is attributable to the controller.
By registering on the website of the controller, the IP address—assigned by the Internet service provider (ISP) and used by the data subject—date, and time of the registration are also stored. The storage of this data takes place against the background that this is the only way to prevent the misuse of our services, and, if necessary, to make it possible to investigate committed offenses. Insofar, the storage of this data is necessary to secure the controller. This data is not passed on to third parties unless there is a statutory obligation to pass on the data, or if the transfer serves the aim of criminal prosecution.
The registration of the data subject, with the voluntary indication of personal data, is intended to enable the controller to offer the data subject contents or services that may only be offered to registered users due to the nature of the matter in question. Registered persons are free to change the personal data specified during the registration at any time, or to have them completely deleted from the data stock of the controller.
The data controller shall, at any time, provide information upon request to each data subject as to what personal data are stored about the data subject. In addition, the data controller shall correct or erase personal data at the request or indication of the data subject, insofar as there are no statutory storage obligations. The entirety of the controller’s employees is available to the data subject in this respect as contact persons.
6. Subscription to our newsletters
On the website of P3 Audit, users are given the opportunity to subscribe to our enterprise’s newsletter. The input mask used for this purpose determines what personal data are transmitted, as well as when the newsletter is ordered from the controller.
P3 Audit informs its customers and business partners regularly by means of a newsletter about enterprise offers. The enterprise’s newsletter may only be received by the data subject if (1) the data subject has a valid e-mail address and (2) the data subject registers for the newsletter shipping. A confirmation e-mail will be sent to the e-mail address registered by a data subject for the first time for newsletter shipping, for legal reasons, in the double-opt-in procedure. This confirmation e-mail is used to prove whether the owner of the e-mail address as the data subject is authorized to receive the newsletter.
During the registration for the newsletter, we also store the IP address of the computer system assigned by the Internet service provider (ISP) and used by the data subject at the time of the registration, as well as the date and time of the registration. The collection of this data is necessary in order to understand the (possible) misuse of the e-mail address of a data subject at a later date, and it, therefore, serves the aim of the legal protection of the controller.
The personal data collected as part of a registration for the newsletter will only be used to send our newsletter. In addition, subscribers to the newsletter may be informed by e-mail, as long as this is necessary for the operation of the newsletter service or a registration in question, as this could be the case in the event of modifications to the newsletter offer, or in the event of a change in technical circumstances. There will be no transfer of personal data collected by the newsletter service to third parties. The subscription to our newsletter may be terminated by the data subject at any time. The consent to the storage of personal data, which the data subject has given for shipping the newsletter, may be revoked at any time. For the purpose of the revocation of consent, a corresponding link is found in each newsletter. It is also possible to unsubscribe from the newsletter at any time directly on the website of the controller or to communicate this to the controller in a different way.
The newsletter of P3 Audit contains so-called tracking pixels. A tracking pixel is a miniature graphic embedded in such e-mails, which are sent in HTML format to enable log file recording and analysis. This allows a statistical analysis of the success or failure of online marketing campaigns. Based on the embedded tracking pixel, P3 Audit may see if and when an e-mail was opened by a data subject, and which links in the e-mail were called up by data subjects.
Such personal data collected in the tracking pixels contained in the newsletters are stored and analyzed by the controller in order to optimize the shipping of the newsletter, as well as to adapt the content of future newsletters even better to the interests of the data subject. These personal data will not be passed on to third parties. Data subjects are at any time entitled to revoke the respective separate declaration of consent issued by means of the double-opt-in procedure. After a revocation, these personal data will be deleted by the controller. P3 Audit automatically regards a withdrawal from the receipt of the newsletter as a revocation.
8. Contact possibility via the website
The website of P3 Audit contains information that enables a quick electronic contact to our enterprise, as well as direct communication with us, which also includes a general address of the so-called electronic mail (e-mail address). If a data subject contacts the controller by e-mail or via a contact form, the personal data transmitted by the data subject are automatically stored. Such personal data transmitted on a voluntary basis by a data subject to the data controller are stored for the purpose of processing or contacting the data subject. There is no transfer of this personal data to third parties.
9. Comments function in the blog on the website
P3 Audit offers users the possibility to leave individual comments on individual blog contributions on a blog, which is on the website of the controller. A blog is a web-based, publicly-accessible portal, through which one or more people called bloggers or web-bloggers may post articles or write down thoughts in so-called blogposts. Blogposts may usually be commented on by third parties.
If a data subject leaves a comment on the blog published on this website, the comments made by the data subject are also stored and published, as well as information on the date of the commentary and on the user’s (pseudonym) chosen by the data subject. In addition, the IP address assigned by the Internet service provider (ISP) to the data subject is also logged. This storage of the IP address takes place for security reasons, and in case the data subject violates the rights of third parties or posts illegal content through a given comment. The storage of these personal data is, therefore, in the own interest of the data controller, so that he can exculpate in the event of an infringement. This collected personal data will not be passed to third parties unless such a transfer is required by law or serves the aim of the defense of the data controller.
10. Subscription to comments in the blog on the website
The comments made in the blog of P3 Audit may be subscribed to by third parties. In particular, there is the possibility that a commenter subscribes to the comments following his comments on a particular blog post.
If a data subject decides to subscribe to the option, the controller will send an automatic confirmation e-mail to check the double opt-in procedure as to whether the owner of the specified e-mail address decided in favor of this option. The option to subscribe to comments may be terminated at any time.
11. Routine erasure and blocking of personal data
The data controller shall process and store the personal data of the data subject only for the period necessary to achieve the purpose of storage, or as far as this is granted by the European legislator or other legislators in laws or regulations to which the controller is subject to.
If the storage purpose is not applicable, or if a storage period prescribed by the European legislator or another competent legislator expires, the personal data are routinely blocked or erased in accordance with legal requirements.
12. Rights of the data subject
a) Right of confirmation
Each data subject shall have the right granted by the European legislator to obtain from the controller the confirmation as to whether or not personal data concerning him or her are being processed. If a data subject wishes to avail himself of this right of confirmation, he or she may, at any time, contact any employee of the controller.
b) Right of access
Each data subject shall have the right granted by the European legislator to obtain from the controller free information about his or her personal data stored at any time and a copy of this information. Furthermore, the European directives and regulations grant the data subject access to the following information:
The purposes of the processing.
The categories of personal data concerned.
The recipients or categories of recipients to whom the personal data have been or will be disclosed, in particular recipients in third countries or international organisations.
Where possible, the envisaged period for which the personal data will be stored, or, if not possible, the criteria used to determine that period.
The existence of the right to request from the controller rectification or erasure of personal data, or restriction of processing of personal data concerning the data subject, or to object to such processing.
The existence of the right to lodge a complaint with a supervisory authority.
Where the personal data are not collected from the data subject, any available information as to their source.
The existence of automated decision-making, including profiling, referred to in Article 22(1) and (4) of the GDPR and, at least in those cases, meaningful information about the logic involved, as well as the significance and envisaged consequences of such processing for the data subject.
Furthermore, the data subject shall have a right to obtain information as to whether personal data are transferred to a third country or to an international organization. Where this is the case, the data subject shall have the right to be informed of the appropriate safeguards relating to the transfer.
If a data subject wishes to avail himself of this right of access, he or she may, at any time, contact any employee of the controller.
c) Right to rectification
Each data subject shall have the right granted by the European legislator to obtain from the controller without undue delay the rectification of inaccurate personal data concerning him or her. Taking into account the purposes of the processing, the data subject shall have the right to have incomplete personal data completed, including by means of providing a supplementary statement.
If a data subject wishes to exercise this right to rectification, he or she may, at any time, contact any employee of the controller.
d) Right to erasure (Right to be forgotten)
Each data subject shall have the right granted by the European legislator to obtain from the controller the erasure of personal data concerning him or her without undue delay, and the controller shall have the obligation to erase personal data without undue delay where one of the following grounds applies, as long as the processing is not necessary:
The personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed.
The data subject withdraws consent to which the processing is based according to point (a) of Article 6(1) of the GDPR, or point (a) of Article 9(2) of the GDPR, and where there is no other legal ground for the processing.
The data subject objects to the processing pursuant to Article 21(1) of the GDPR and there are no overriding legitimate grounds for the processing or the data subject objects to the processing pursuant to Article 21(2) of the GDPR.
The personal data have been unlawfully processed.
The personal data must be erased for compliance with a legal obligation in Union or Member State law to which the controller is subject.
The personal data have been collected in relation to the offer of information society services referred to in Article 8(1) of the GDPR.
If one of the aforementioned reasons applies, and a data subject wishes to request the erasure of personal data stored by P3 Audit, he or she may, at any time, contact any employee of the controller. An employee of P3 Audit shall promptly ensure that the erasure request is complied with immediately.
Where the controller has made personal data public and is obliged pursuant to Article 17(1) to erase the personal data, the controller, taking account of available technology and the cost of implementation, shall take reasonable steps, including technical measures, to inform other controllers processing the personal data that the data subject has requested erasure by such controllers of any links to, or copy or replication of, those personal data, as far as processing is not required. An employee of P3 Audit will arrange the necessary measures in individual cases.
e) Right of restriction of processing
Each data subject shall have the right granted by the European legislator to obtain from the controller restriction of processing where one of the following applies:
The accuracy of the personal data is contested by the data subject, for a period enabling the controller to verify the accuracy of the personal data.
The processing is unlawful and the data subject opposes the erasure of the personal data and requests instead the restriction of their use instead.
The controller no longer needs the personal data for the purposes of the processing, but they are required by the data subject for the establishment, exercise, or defense of legal claims.
The data subject has objected to processing pursuant to Article 21(1) of the GDPR pending the verification whether the legitimate grounds of the controller override those of the data subject.
If one of the aforementioned conditions is met, and a data subject wishes to request the restriction of the processing of personal data stored by P3 Audit, he or she may at any time contact any employee of the controller. The employee of P3 Audit will arrange the restriction of the processing.
f) Right to data portability
Each data subject shall have the right granted by the European legislator, to receive the personal data concerning him or her, which was provided to a controller, in a structured, commonly used and machine-readable format. He or she shall have the right to transmit those data to another controller without hindrance from the controller to which the personal data have been provided, as long as the processing is based on consent pursuant to point (a) of Article 6(1) of the GDPR or point (a) of Article 9(2) of the GDPR, or on a contract pursuant to point (b) of Article 6(1) of the GDPR, and the processing is carried out by automated means, as long as the processing is not necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller.
Furthermore, in exercising his or her right to data portability pursuant to Article 20(1) of the GDPR, the data subject shall have the right to have personal data transmitted directly from one controller to another, where technically feasible and when doing so does not adversely affect the rights and freedoms of others.
In order to assert the right to data portability, the data subject may at any time contact any employee of P3 Audit.
g) Right to object
Each data subject shall have the right granted by the European legislator to object, on grounds relating to his or her particular situation, at any time, to processing of personal data concerning him or her, which is based on point (e) or (f) of Article 6(1) of the GDPR. This also applies to profiling based on these provisions.
P3 Audit shall no longer process the personal data in the event of the objection, unless we can demonstrate compelling legitimate grounds for the processing which override the interests, rights and freedoms of the data subject, or for the establishment, exercise or defense of legal claims.
If P3 Audit processes personal data for direct marketing purposes, the data subject shall have the right to object at any time to processing of personal data concerning him or her for such marketing. This applies to profiling to the extent that it is related to such direct marketing. If the data subject objects to P3 Audit to the processing for direct marketing purposes, P3 Audit will no longer process the personal data for these purposes.
In addition, the data subject has the right, on grounds relating to his or her particular situation, to object to processing of personal data concerning him or her by P3 Audit for scientific or historical research purposes, or for statistical purposes pursuant to Article 89(1) of the GDPR, unless the processing is necessary for the performance of a task carried out for reasons of public interest.
In order to exercise the right to object, the data subject may contact any employee of P3 Audit. In addition, the data subject is free in the context of the use of information society services, and notwithstanding Directive 2002/58/EC, to use his or her right to object by automated means using technical specifications.
h) Automated individual decision-making, including profiling
Each data subject shall have the right granted by the European legislator not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning him or her, or similarly significantly affects him or her, as long as the decision (1) is not is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or (2) is not authorized by Union or Member State law to which the controller is subject and which also lays down suitable measures to safeguard the data subject’s rights and freedoms and legitimate interests, or (3) is not based on the data subject’s explicit consent.
If the decision (1) is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or (2) it is based on the data subject’s explicit consent, P3 Audit shall implement suitable measures to safeguard the data subject’s rights and freedoms and legitimate interests, at least the right to obtain human intervention on the part of the controller, to express his or her point of view and contest the decision.
If the data subject wishes to exercise the rights concerning automated individual decision-making, he or she may, at any time, contact any employee of P3 Audit.
i) Right to withdraw data protection consent
Each data subject shall have the right granted by the European legislator to withdraw his or her consent to processing of his or her personal data at any time.
f the data subject wishes to exercise the right to withdraw the consent, he or she may, at any time, contact any employee of P3 Audit.
13. Data protection for applications and the application procedures
The data controller shall collect and process the personal data of applicants for the purpose of the processing of the application procedure. The processing may also be carried out electronically. This is the case, in particular, if an applicant submits corresponding application documents by e-mail or by means of a web form on the website to the controller. If the data controller concludes an employment contract with an applicant, the submitted data will be stored for the purpose of processing the employment relationship in compliance with legal requirements. If no employment contract is concluded with the applicant by the controller, the application documents shall be automatically erased two months after notification of the refusal decision, provided that no other legitimate interests of the controller are opposed to the erasure. Other legitimate interest in this relation is, e.g. a burden of proof in a procedure under the General Equal Treatment Act (AGG).
14. Data protection provisions about the application and use of Google AdSense
On this website, the controller has integrated Google AdSense. Google AdSense is an online service which allows the placement of advertising on third-party sites. Google AdSense is based on an algorithm that selects advertisements displayed on third-party sites to match with the content of the respective third-party site. Google AdSense allows an interest-based targeting of the Internet user, which is implemented by means of generating individual user profiles.
The operating company of Google’s AdSense component is Alphabet Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351, United States.
The purpose of Google’s AdSense component is the integration of advertisements on our website. Google AdSense places a cookie on the information technology system of the data subject. The definition of cookies is explained above. With the setting of the cookie, Alphabet Inc. is enabled to analyze the use of our website. With each call-up to one of the individual pages of this Internet site, which is operated by the controller and into which a Google AdSense component is integrated, the Internet browser on the information technology system of the data subject will automatically submit data through the Google AdSense component for the purpose of online advertising and the settlement of commissions to Alphabet Inc. During the course of this technical procedure, the enterprise Alphabet Inc. gains knowledge of personal data, such as the IP address of the data subject, which serves Alphabet Inc., inter alia, to understand the origin of visitors and clicks and subsequently create commission settlements.
The data subject may, as stated above, prevent the setting of cookies through our website at any time by means of a corresponding adjustment of the web browser used and thus permanently deny the setting of cookies. Such an adjustment to the Internet browser used would also prevent Alphabet Inc. from setting a cookie on the information technology system of the data subject. Additionally, cookies already in use by Alphabet Inc. may be deleted at any time via a web browser or other software programs.
Furthermore, Google AdSense also uses so-called tracking pixels. A tracking pixel is a miniature graphic that is embedded in web pages to enable a log file recording and a log file analysis through which a statistical analysis may be performed. Based on the embedded tracking pixels, Alphabet Inc. is able to determine if and when a website was opened by a data subject, and which links were clicked on by the data subject. Tracking pixels serve, inter alia, to analyze the flow of visitors on a website.
Through Google AdSense, personal data and information—which also includes the IP address, and is necessary for the collection and accounting of the displayed advertisements—is transmitted to Alphabet Inc. in the United States of America. These personal data will be stored and processed in the United States of America. The Alphabet Inc. may disclose the collected personal data through this technical procedure to third parties.
Google AdSense is further explained under the following link https://www.google.com/intl/en/adsense/start/.
15. Data protection provisions about the application and use of Google Analytics (with anonymization function)
On this website, the controller has integrated the component of Google Analytics (with the anonymizer function). Google Analytics is a web analytics service. Web analytics is the collection, gathering, and analysis of data about the behavior of visitors to websites. A web analysis service collects, inter alia, data about the website from which a person has come (the so-called referrer), which sub-pages were visited, or how often and for what duration a sub-page was viewed. Web analytics are mainly used for the optimization of a website and in order to carry out a cost-benefit analysis of Internet advertising.
The operator of the Google Analytics component is Google Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351, United States.
For the web analytics through Google Analytics the controller uses the application “_gat. _anonymizeIp”. By means of this application the IP address of the Internet connection of the data subject is abridged by Google and anonymized when accessing our websites from a Member State of the European Union or another Contracting State to the Agreement on the European Economic Area.
The purpose of the Google Analytics component is to analyze the traffic on our website. Google uses the collected data and information, inter alia, to evaluate the use of our website and to provide online reports, which show the activities on our websites, and to provide other services concerning the use of our Internet site for us.
Google Analytics places a cookie on the information technology system of the data subject. The definition of cookies is explained above. With the setting of the cookie, Google is enabled to analyze the use of our website. With each call-up to one of the individual pages of this Internet site, which is operated by the controller and into which a Google Analytics component was integrated, the Internet browser on the information technology system of the data subject will automatically submit data through the Google Analytics component for the purpose of online advertising and the settlement of commissions to Google. During the course of this technical procedure, the enterprise Google gains knowledge of personal information, such as the IP address of the data subject, which serves Google, inter alia, to understand the origin of visitors and clicks, and subsequently create commission settlements.
The cookie is used to store personal information, such as the access time, the location from which the access was made, and the frequency of visits of our website by the data subject. With each visit to our Internet site, such personal data, including the IP address of the Internet access used by the data subject, will be transmitted to Google in the United States of America. These personal data are stored by Google in the United States of America. Google may pass these personal data collected through the technical procedure to third parties.
The data subject may, as stated above, prevent the setting of cookies through our website at any time by means of a corresponding adjustment of the web browser used and thus permanently deny the setting of cookies. Such an adjustment to the Internet browser used would also prevent Google Analytics from setting a cookie on the information technology system of the data subject. In addition, cookies already in use by Google Analytics may be deleted at any time via a web browser or other software programs.
Further information and the applicable data protection provisions of Google may be retrieved under https://www.google.com/intl/en/policies/privacy/ and under http://www.google.com/analytics/terms/us.html. Google Analytics is further explained under the following Link https://www.google.com/analytics/.
16. Data protection provisions about the application and use of Google-AdWords
On this website, the controller has integrated Google AdWords. Google AdWords is a service for Internet advertising that allows the advertiser to place ads in Google search engine results and the Google advertising network. Google AdWords allows an advertiser to pre-define specific keywords with the help of which an ad on Google’s search results only then displayed, when the user utilizes the search engine to retrieve a keyword-relevant search result. In the Google Advertising Network, the ads are distributed on relevant web pages using an automatic algorithm, taking into account the previously defined keywords.
The operating company of Google AdWords is Google Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351, UNITED STATES.
The purpose of Google AdWords is the promotion of our website by the inclusion of relevant advertising on the websites of third parties and in the search engine results of the search engine Google and an insertion of third-party advertising on our website.
If a data subject reaches our website via a Google ad, a conversion cookie is filed on the information technology system of the data subject through Google. The definition of cookies is explained above. A conversion cookie loses its validity after 30 days and is not used to identify the data subject. If the cookie has not expired, the conversion cookie is used to check whether certain sub-pages, e.g, the shopping cart from an online shop system, were called up on our website. Through the conversion cookie, both Google and the controller can understand whether a person who reached an AdWords ad on our website generated sales, that is, executed or canceled a sale of goods.
The data and information collected through the use of the conversion cookie is used by Google to create visit statistics for our website. These visit statistics are used in order to determine the total number of users who have been served through AdWords ads to ascertain the success or failure of each AdWords ad and to optimize our AdWords ads in the future. Neither our company nor other Google AdWords advertisers receive information from Google that could identify the data subject.
The conversion cookie stores personal information, e.g. the Internet pages visited by the data subject. Each time we visit our Internet pages, personal data, including the IP address of the Internet access used by the data subject, is transmitted to Google in the United States of America. These personal data are stored by Google in the United States of America. Google may pass these personal data collected through the technical procedure to third parties.
The data subject may, at any time, prevent the setting of cookies by our website, as stated above, by means of a corresponding setting of the Internet browser used and thus permanently deny the setting of cookies. Such a setting of the Internet browser used would also prevent Google from placing a conversion cookie on the information technology system of the data subject. In addition, a cookie set by Google AdWords may be deleted at any time via the Internet browser or other software programs.
The data subject has a possibility of objecting to the interest based advertisement of Google. Therefore, the data subject must access from each of the browsers in use the link www.google.de/settings/ads and set the desired settings.
Further information and the applicable data protection provisions of Google may be retrieved under https://www.google.com/intl/en/policies/privacy/.
17. Data protection provisions about the application and use of Jetpack for WordPress
On this website, the controller has integrated Jetpack. Jetpack is a WordPress plug-in, which provides additional features to the operator of a website based on WordPress. Jetpack allows the Internet site operator, inter alia, an overview of the visitors of the site. By displaying related posts and publications, or the ability to share content on the page, it is also possible to increase visitor numbers. In addition, security features are integrated into Jetpack, so a Jetpack-using site is better protected against brute-force attacks. Jetpack also optimizes and accelerates the loading of images on the website.
The operating company of Jetpack Plug-Ins for WordPress is the Automattic Inc., 132 Hawthorne Street, San Francisco, CA 94107, UNITED STATES. The operating enterprise uses the tracking technology created by Quantcast Inc., 201 Third Street, San Francisco, CA 94103, UNITED STATES.
Jetpack sets a cookie on the information technology system used by the data subject. The definition of cookies is explained above. With each call-up to one of the individual pages of this Internet site, which is operated by the controller and on which a Jetpack component was integrated, the Internet browser on the information technology system of the data subject is automatically prompted to submit data through the Jetpack component for analysis purposes to Automattic. During the course of this technical procedure Automattic receives data that is used to create an overview of website visits. The data obtained in this way serves the analysis of the behavior of the data subject, which has access to the Internet page of the controller and is analyzed with the aim to optimize the website. The data collected through the Jetpack component is not used to identify the data subject without a prior obtaining of a separate express consent of the data subject. The data comes also to the notice of Quantcast. Quantcast uses the data for the same purposes as Automattic.
The data subject can, as stated above, prevent the setting of cookies through our website at any time by means of a corresponding adjustment of the web browser used and thus permanently deny the setting of cookies. Such an adjustment to the Internet browser used would also prevent Automattic/Quantcast from setting a cookie on the information technology system of the data subject. In addition, cookies already in use by Automattic/Quantcast may be deleted at any time via a web browser or other software programs.
In addition, the data subject has the possibility of objecting to a collection of data relating to a use of this Internet site that are generated by the Jetpack cookie as well as the processing of these data by Automattic/Quantcast and the chance to preclude any such. For this purpose, the data subject must press the ‘opt-out’ button under the link https://www.quantcast.com/opt-out/ which sets an opt-out cookie. The opt-out cookie set with this purpose is placed on the information technology system used by the data subject. If the cookies are deleted on the system of the data subject, then the data subject must call up the link again and set a new opt-out cookie.
With the setting of the opt-out cookie, however, the possibility exists that the websites of the controller are not fully usable anymore by the data subject.
The applicable data protection provisions of Automattic may be accessed under https://automattic.com/privacy/. The applicable data protection provisions of Quantcast can be accessed under https://www.quantcast.com/privacy/.
18. Data protection provisions about the application and use of LinkedIn
The controller has integrated components of the LinkedIn Corporation on this website. LinkedIn is a web-based social network that enables users with existing business contacts to connect and to make new business contacts. Over 400 million registered people in more than 200 countries use LinkedIn. Thus, LinkedIn is currently the largest platform for business contacts and one of the most visited websites in the world.
With each call-up to one of the individual pages of this Internet site, which is operated by the controller and on which a LinkedIn component (LinkedIn plug-in) was integrated, the Internet browser on the information technology system of the data subject is automatically prompted to the download of a display of the corresponding LinkedIn component of LinkedIn. Further information about the LinkedIn plug-in may be accessed under https://developer.linkedin.com/plugins. During the course of this technical procedure, LinkedIn gains knowledge of what specific sub-page of our website was visited by the data subject.
If the data subject is logged in at the same time on LinkedIn, LinkedIn detects with every call-up to our website by the data subject—and for the entire duration of their stay on our Internet site—which specific sub-page of our Internet page was visited by the data subject. This information is collected through the LinkedIn component and associated with the respective LinkedIn account of the data subject. If the data subject clicks on one of the LinkedIn buttons integrated on our website, then LinkedIn assigns this information to the personal LinkedIn user account of the data subject and stores the personal data.
LinkedIn receives information via the LinkedIn component that the data subject has visited our website, provided that the data subject is logged in at LinkedIn at the time of the call-up to our website. This occurs regardless of whether the person clicks on the LinkedIn button or not. If such a transmission of information to LinkedIn is not desirable for the data subject, then he or she may prevent this by logging off from their LinkedIn account before a call-up to our website is made.
19. Data protection provisions about the application and use of Twitter
On this website, the controller has integrated components of Twitter. Twitter is a multilingual, publicly-accessible microblogging service on which users may publish and spread so-called ‘tweets,’ e.g. short messages, which are limited to 140 characters. These short messages are available for everyone, including those who are not logged on to Twitter. The tweets are also displayed to so-called followers of the respective user. Followers are other Twitter users who follow a user’s tweets. Furthermore, Twitter allows you to address a wide audience via hashtags, links or retweets.
The operating company of Twitter is Twitter, Inc., 1355 Market Street, Suite 900, San Francisco, CA 94103, UNITED STATES.
With each call-up to one of the individual pages of this Internet site, which is operated by the controller and on which a Twitter component (Twitter button) was integrated, the Internet browser on the information technology system of the data subject is automatically prompted to download a display of the corresponding Twitter component of Twitter. Further information about the Twitter buttons is available under https://about.twitter.com/de/resources/buttons. During the course of this technical procedure, Twitter gains knowledge of what specific sub-page of our website was visited by the data subject. The purpose of the integration of the Twitter component is a retransmission of the contents of this website to allow our users to introduce this web page to the digital world and increase our visitor numbers.
If the data subject is logged in at the same time on Twitter, Twitter detects with every call-up to our website by the data subject and for the entire duration of their stay on our Internet site which specific sub-page of our Internet page was visited by the data subject. This information is collected through the Twitter component and associated with the respective Twitter account of the data subject. If the data subject clicks on one of the Twitter buttons integrated on our website, then Twitter assigns this information to the personal Twitter user account of the data subject and stores the personal data.
Twitter receives information via the Twitter component that the data subject has visited our website, provided that the data subject is logged in on Twitter at the time of the call-up to our website. This occurs regardless of whether the person clicks on the Twitter component or not. If such a transmission of information to Twitter is not desirable for the data subject, then he or she may prevent this by logging off from their Twitter account before a call-up to our website is made.
The applicable data protection provisions of Twitter may be accessed under https://twitter.com/privacy?lang=en.
20. Data protection provisions about the application and use of YouTube
On this website, the controller has integrated components of YouTube. YouTube is an Internet video portal that enables video publishers to set video clips and other users free of charge, which also provides free viewing, review and commenting on them. YouTube allows you to publish all kinds of videos, so you can access both full movies and TV broadcasts, as well as music videos, trailers, and videos made by users via the Internet portal.
The operating company of YouTube is YouTube, LLC, 901 Cherry Ave., San Bruno, CA 94066, UNITED STATES. The YouTube, LLC is a subsidiary of Google Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351, UNITED STATES.
With each call-up to one of the individual pages of this Internet site, which is operated by the controller and on which a YouTube component (YouTube video) was integrated, the Internet browser on the information technology system of the data subject is automatically prompted to download a display of the corresponding YouTube component. Further information about YouTube may be obtained under https://www.youtube.com/howyoutubeworks/policies/. During the course of this technical procedure, YouTube and Google gain knowledge of what specific sub-page of our website was visited by the data subject.
If the data subject is logged in on YouTube, YouTube recognizes with each call-up to a sub-page that contains a YouTube video, which specific sub-page of our Internet site was visited by the data subject. This information is collected by YouTube and Google and assigned to the respective YouTube account of the data subject.
YouTube and Google will receive information through the YouTube component that the data subject has visited our website, if the data subject at the time of the call to our website is logged in on YouTube; this occurs regardless of whether the person clicks on a YouTube video or not. If such a transmission of this information to YouTube and Google is not desirable for the data subject, the delivery may be prevented if the data subject logs off from their own YouTube account before a call-up to our website is made.
YouTube’s data protection provisions, available at https://www.google.com/intl/en/policies/privacy/, provide information about the collection, processing and use of personal data by YouTube and Google.
21. Legal basis for the processing
Art. 6(1) lit. a GDPR serves as the legal basis for processing operations for which we obtain consent for a specific processing purpose. If the processing of personal data is necessary for the performance of a contract to which the data subject is party, as is the case, for example, when processing operations are necessary for the supply of goods or to provide any other service, the processing is based on Article 6(1) lit. b GDPR. The same applies to such processing operations which are necessary for carrying out pre-contractual measures, for example in the case of inquiries concerning our products or services. Is our company subject to a legal obligation by which processing of personal data is required, such as for the fulfilment of tax obligations, the processing is based on Art. 6(1) lit. c GDPR.
In rare cases, the processing of personal data may be necessary to protect the vital interests of the data subject or of another natural person. This would be the case, for example, if a visitor were injured in our company and his name, age, health insurance data or other vital information would have to be passed on to a doctor, hospital or other third party. Then the processing would be based on Art. 6(1) lit. d GDPR.
Finally, processing operations could be based on Article 6(1) lit. f GDPR. This legal basis is used for processing operations which are not covered by any of the abovementioned legal grounds, if processing is necessary for the purposes of the legitimate interests pursued by our company or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data. Such processing operations are particularly permissible because they have been specifically mentioned by the European legislator. He considered that a legitimate interest could be assumed if the data subject is a client of the controller (Recital 47 Sentence 2 GDPR).
22. The legitimate interests pursued by the controller or by a third party
Where the processing of personal data is based on Article 6(1) lit. f GDPR our legitimate interest is to carry out our business in favour of the well-being of all our employees and the shareholders.
23. Period for which the personal data will be stored
The criteria used to determine the period of storage of personal data is the respective statutory retention period. After expiration of that period, the corresponding data is routinely deleted, as long as it is no longer necessary for the fulfilment of the contract or the initiation of a contract.
24. Provision of personal data as statutory or contractual requirement; Requirement necessary to enter into a contract; Obligation of the data subject to provide the personal data; possible consequences of failure to provide such data
We clarify that the provision of personal data is partly required by law (e.g. tax regulations) or can also result from contractual provisions (e.g. information on the contractual partner).
Sometimes it may be necessary to conclude a contract that the data subject provides us with personal data, which must subsequently be processed by us. The data subject is, for example, obliged to provide us with personal data when our company signs a contract with him or her. The non-provision of the personal data would have the consequence that the contract with the data subject could not be concluded.
Before personal data is provided by the data subject, the data subject must contact any employee. The employee clarifies to the data subject whether the provision of the personal data is required by law or contract or is necessary for the conclusion of the contract, whether there is an obligation to provide the personal data and the consequences of non-provision of the personal data.
25. Existence of automated decision-making
As a responsible company, we do not use automatic decision-making or profiling.