1. FORMATION OF CONTRACT
1.1. This website is owned and operated by Visma Plandisc A/S, Søren Frichs Vej 44D, DK-8230 Åbyhøj, Denmark, CVR No. 37204854 (“Plandisc”).
1.2. These Terms and Conditions of Use (the “Terms”) are accepted by ticking “I have read and accept the Terms and Conditions of Use” on the order form, by using the application or the services or in any other way by expressing your consent thereof, and applies between Plandisc and the customer (the “Customer”). If the Customer is a legal person, these Terms are accepted on behalf of the Customer.
2. OPERATIONAL STABILITY
2.1. Plandisc aims to ensure the highest possible operational stability, but is not liable for breakdown or interruptions of operation, including interruptions caused by matters outside Plandisc’s control. This includes, among others, power failure, equipment failure, internet connections, telecommunication connections or the like. Plandisc is delivered as is, and Plandisc waives any warranty, guarantee, undertaking, claim or other terms, whether directly or indirectly.
2.2. In case of breakdowns or interruptions, Plandisc aims to restore normal operation as soon as possible.
2.3. Planned interruptions will essentially be placed in the period between 9:00 P.M. and 06:00 A.M. CET. If it becomes necessary to cut off access to Plandisc outside the specified time period, this will be duly notified in advance to the extent possible.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. The program and information provided by Plandisc, apart from the Customer’s data, is protected by copyright and other intellectual property rights and belongs to or is licenced to Visma Plandisc A/S.
3.2. No intellectual property rights are transferred to the Customer.
4. PLANDISC’S LIABILITY
4.1. Plandisc waives any liability in relation to the Terms, services or use of the program, regardless whether this is contractual or non-contractual liability, including for operational loss, consequential loss or other indirect loss, loss of data, loss based on product liability or loss caused as a result of ordinary negligence.
4.2. Regardless of the type of loss or the basis of liability, Plandisc’s total liability in terms of value is limited to the Customer’s payment during the period of twelve (12) months before the actionable event occurred.
4.3. The Customer accepts to indemnify Plandisc ApS for any claim or loss caused by product liability, loss suffered by third parties or liability for third parties, to the extent such claim or loss results from the Customer’s use of the program.
5. CUSTOMER’S USE AND OBLIGATIONS
5.1. The Customer obtains access to Plandisc pursuant to the extent of the subscription chosen.
5.2. Access to Plandisc is limited only to customers of Plandisc. The Program may only be accessed by customers. Any user of Plandisc must have a plandisc account.
5.3. The Customer must ensure that the program is not used in any way that may impair Plandisc’s name, reputation or goodwill or that is contrary to relevant legislation or other regulation.
5.4. If the Customer enters personal data (e.g. names, contact information) in the Plandisc program, the Customer is fully responsible that he or she may lawfully do so. Plandisc recommends that the special categories of personal data (sensitive personal data) are not used or are limited to the widest possible extent.
DATA PROCESSING AGREEMENT
1.1. Both Parties confirm that the undersigned have the power of attorney to enter into this data processing agreement (“Agreement”). This Agreement will form part of and regulate the processing of personal data tied to the following service agreements (“Service Agreements”) between the Parties:
- Agreement regarding Plandisc of date Y
1.2. If the Controller changes the contact person(s) mentioned in the table above, the Processor must be informed of this in writing.
2.1. The definition of Personal Data, Special Categories of Personal Data (Sensitive Personal Data), Processing of Personal Data, Data Subject, Controller and Processor is equivalent to how the terms are used and interpreted in applicable privacy legislation, including the EU 2016/679 General Data Protection Regulation (“GDPR”).
3.1. The Agreement regulates the Processor’s Processing of Personal Data on behalf of the Controller, and outlines how the Processor shall contribute to ensure privacy on behalf of the Controller and its registered Data Subjects, through technical and organisational measures according to applicable privacy legislation, including the GDPR.
3.2. The purpose behind the Processor’s Processing of Personal Data on behalf of the Controller is to fulfill the Service Agreement(s).
3.3. This Agreement takes precedence over any conflicting provisions regarding the Processing of Personal Data in the Service Agreements or in other former agreements or written communication between the Parties. This Agreement is valid for as long as agreed in Appendix A.
- The Processor’s rights and obligations
4.1. The Processor shall only Process Personal Data on behalf of and in accordance with the Controller’s written instructions. By entering into this Agreement, the Controller instructs the Processor to process Personal Data in the following manner; i) only in accordance with applicable law, ii) to fulfill all obligations according to the Service Agreement, iii) as further specified via the Controller’s ordinary use of the Processor’s services and iv) as specified in this Agreement.
4.2. The Processor has no reason to believe that legislation applicable to it prevents the Processor from fulfilling the instructions mentioned above. The Processor shall, upon becoming aware of it, notify the Controller of instructions or other Processing activities by the Controller which in the opinion of the Processor, infringes applicable privacy legislation.
4.3. The categories of Data Subject’s and Personal Data subject to Processing according to this Agreement are outlined in Appendix A.
4.4. The Processor shall ensure the confidentiality, integrity and availability of Personal Data are according to the privacy legislation applicable to The Processor. The Processor shall implement systematic, organisational and technical measures to ensure an appropriate level of security, taking into account the state of the art and cost of implementation in relation to the risk represented by the Processing, and the nature of the Personal Data to be protected.
4.5. The Processor shall assist the Controller by appropriate technical and organisational measures, insofar as possible and taking into account the nature of the Processing and the information available to the Processor, in fulfilling the Controller’s obligations under applicable privacy legislation with regards to request from Data Subjects, and general privacy compliance under the GDPR article 32 to 36.
4.6. If the Controller requires information or assistance regarding security measures, documentation or other forms of information regarding how the Processor processes Personal Data, and such requests exceed the standard information provided by the Processor to comply with applicable privacy legislation as Processor, the Processor may charge the Controller for such request for additional services.
4.7. The Processor and its staff shall ensure confidentiality concerning the Personal Data subject to Processing in accordance with the Agreement. This provision also applies after the termination of the Agreement.
4.8. The Processor will, by notifying the Controller without undue delay, enable the Controller to comply with the legal requirements regarding notification to data authorities or Data Subjects about privacy incidents.
Further, the Processor will to the extent it is appropriate and lawful notify the Controller of;
- i) requests for the disclosure of Personal Data received from a Data Subject,
- ii) requests for the disclosure of Personal Data by governmental authorities, such as the police
4.9. The Processor shall ensure that persons that have the right to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
4.10. The Processor will not respond directly to requests from Data Subjects unless authorised by the Controller to do so. The Processor will not disclose information tied to this Agreement to governmental authorities such as the police, hereunder Personal Data, except as obligated by law, such as through a court order or similar warrant.
4.11. The Processor does not control if and how the Controller uses third party integrations through the Processor’s API or similar, and thus the Processor has no ownership to risk in this regard. The Controller is solely responsible for third party integrations.
4.12. The Processor might Process Personal data about users and the Controllers use of the service when it is necessary to obtain feedback and improve the service. The Controller grants the Processor the right to use and analyze aggregated system activity data associated with your use of the Services for the purposes of optimizing, improving or enhancing the way the Processor provides the services and to enable the Processor to create new features and functionality in connection with the services. Visma shall be considered the Controller for such processing and the processing is therefore not subject to this Agreement.
4.13. When using the service, the Controller will add data to the Software (“Customer Data”). The Controller acknowledges and does not object to the Processor using Customer Data in an aggregated and anonymized format for improving the services delivered to customers, research, training, educational and/or statistical purposes.
- The Controller’s rights and obligations
5.1. The Controller confirms by the signing of this Agreement that:
- The Controller has legal authority to process and disclose to the Processor (including any subprocessors used by the Processor) the Personal Data in question.
- The Controller has the responsibility for the accuracy, integrity, content, reliability and lawfulness of the Personal Data disclosed to the Processor.
- The Controller has fulfilled its duties to provide relevant information to Data Subjects and authorities regarding processing of Personal Data according to mandatory data protection legislation.
- The Controller shall, when using the services provided by the Processor under the Services Agreement, not communicate any Sensitive Personal Data to the Processor, unless this is explicitly agreed in Appendix A to this Agreement.
- Use of subprocessors and transfer of data
6.1. As part of the delivery of services to the Controller according to the Service Agreements and this Agreement, the Processor will make use of subprocessors and the Controller gives its general consent to usage of subprocessors. Such subprocessors can be other companies within the Visma group or external third party subprocessors. All subprocessors are included in Appendix B. The Processor shall ensure that subprocessors agree to undertake responsibilities corresponding to the obligations set out in this Agreement.
6.2. An overview of the current subprocessors with access to Personal Data can be found in the Visma Trust Centre on this web site: https://www.visma.com/trust-centre/product-search/ . The Processor may engage other EU/EEA located companies in the Visma Group as subprocessors without the Visma company being listed at Trust Center and without prior approval or notification to the Controller. This is usually for the purposes of development, support, operations etc. The Controller may request more detailed information about subprocessors.
6.3. If the subprocessors are located outside the EU or the EEA, the Controller gives the Processor authorisation to ensure proper legal grounds for the transfer of Personal Data out of the EU /EEA on behalf of the Controller, hereunder by entering into EU Standard Contractual Clauses (SCCs).
6.4. The Controller shall be notified in advance of any changes of subprocessors that Process Personal Data. If the Controller objects to a new subprocessor within 30 days after a notification is given, the Processor and Controller shall review the documentation of the subprocessors compliance efforts in order to ensure fulfillment of applicable privacy legislation. If the Controller still objects and has reasonable grounds for this, the Controller can not reserve themselves against the use of such a subprocessor (due to the nature of online standard Software in particular), but the Customer may terminate the Service Agreement for which the subprocessor in dispute is being used for.
7.1. The Processor is committed to provide a high level of security in its products and services. The Processor provides its security level through organisational, technical and physical security measures, according to the requirements on information security measures outlined in the GDPR article 32.
7.2. The Service Agreement sets forth the measures or other data security procedures that the Processor implements in the Processing of the Personal Data. The Controller shall be responsible for the appropriate and adequate security of the equipment and the IT environment under its responsibility
- Audit rights
8.1. The Controller may audit the Processor’s compliance with this Agreement up to once a year. If required by legislation applicable to the Controller, the Controller may request audits more frequently. To request an audit, the Controller must submit a detailed audit plan at least four weeks in advance of the proposed audit date to the Processor, describing the proposed scope, duration, and start date of the audit. If any third party is to conduct the audit, it must as a main rule be mutually agreed between the Parties. However, if the processing environment is a multitenant environment or similar, the Controller gives the Processor authority to decide, due to security reasons, that audits shall be performed by a neutral third party auditor of the Processor’s choosing.
8.2. If the requested audit scope is addressed in an ISAE, ISO or similar assurance report performed by a qualified third party auditor within the prior twelve months, and the Processor confirms that there are no known material changes in the measures audited, the Controller agrees to accept those findings instead of requesting a new audit of the measures covered by the report.
8.3. In any case, audits must be conducted during regular business hours at the applicable facility, subject to the Processors policies, and may not unreasonably interfere with the Processors business activities.
8.4. The Controller shall be responsible for any costs arising from the Controller’s requested audits. Requests for assistance from the Processor may be subject to fees.
- Term and termination
9.1. This Agreement is valid for as long as the Processor processes Personal Data on behalf of the Controller after the Service Agreements or as otherwise agreed in Appendix A.
9.2. This Agreement is automatically terminated upon termination of the Service Agreement. Upon termination of this Agreement, the Processor will delete or return Personal Data processed on behalf of the Controller, according to the applicable clauses in the Service Agreement. Such deletion will take place as soon as reasonably practicable, unless EU or local law requires further storage. Unless otherwise agreed in writing, the cost of such actions shall be based on; i) hourly rates for the time spent by the Processor and ii) the complexity of the requested process.
- Changes and amendments
10.1. Changes to the Agreement shall be included in a new Appendix to this Agreement and signed by both Parties in order to be valid.
10.2. If any provisions in this Agreement become void, this shall not affect the remaining provisions. The Parties shall replace the void provision with a lawful provision that reflects the purpose of the void provision.
11.1. For the avoidance of doubt, the Parties agree and acknowledge that each Party shall be liable for and held accountable to pay administrative fines and damages directly to data subjects which the Party has been imposed to pay by the data protection authorities or authorized courts according to applicable privacy legislation. Liability matters between the Parties shall be governed by the liability clauses in the Service Agreement between the Parties.
- Governing law and legal venue
12.1. This Agreement is subject to the governing law and legal venue as set out in the Service Agreement between the parties.
Appendix A – Data subjects, Types of personal data, Purpose, Nature, Duration
A.1 Categories of Data Subjects
- customer end users
A.2 Categories of Personal Data
- contact information such as name, phone, address,email etc.
A.3 Special categories of Personal Data (Sensitive Personal Data)
A.4 Purpose of the processing
The purpose of the data processor’s processing of personal data on behalf of the data controller is:
delivering of services in accordance to the Service Agreement.
A.5 Nature of the processing
The data processor’s processing of personal data on behalf of the data controller shall mainly pertain to (the nature of the processing): hosting, display, organization, structuring, adaptation, implementation, search, processing, storage, restoration, deletion, maintenance, development, logging, support, troubleshooting and other IT services associated with the data processor’s delivery of the digital solution to the data controller in accordance with the agreement concluded between the parties.:
A.6 Duration of the processing:
The duration of the processing of personal data is for as long as the Service Agreement applies.