General Terms and Conditions for Cooperatin in Online Sales

Terms beginning with a capital letter have the following meaning in the Terms and Conditions:

"Sales Platform" – a type of online marketplace or webstore through which the Client directly, or via an intermediary, offers its products and facilitates their remote sale. To support these sales, the Provider provides Services to the Client;
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"Services" - services whose provision is agreed in the Contract;
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"Sales Account" - is an established and registered account on the Sales Platform through which the Client's Products are offered to customers and into which you collect money for your Sales;
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"Sales" - are product orders made through the Sales Platform, where the Client acts as the seller, and transactions are completed either through a Sales Account or directly on the Client's account;
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"Customer" - a person who orders Customer's products through the Sales Platform;
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"SKU" - (Stock Keeping Unit) a unique identifier used by seller and Sales Platforms to track individual products. SKU represents a distinct item based on various characteristics, such as product type, brand, model, size, colour, and features. 

"Managed Product" - refers to a single product (included with all SKU’s) that is managed across all Sales Platforms mutually agreed upon by the Client and Provider.
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"Listed Product" - an individual product of the Client that has been listed on the Sales Platforms / Sales Account (includes all product SKUs) by Provider or by other subject.
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"Ticket" - is defined as a single Client request on a specific issue, regardless of the channel, country, or language.
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1. On the basis of the Contract, the Provider undertakes to provide the Client with Services related to sales on the online Sales Platform under the terms and conditions specified in the Contract. The Services are specified in more detail in the Contract. The scope of the Services may be expanded or contracted in the course of our cooperation, subject to the terms and conditions set out in these Terms and Conditions.

2. In return, the Client undertakes to pay the Provider the remuneration for the provision of the Services in accordance with the Contract.
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1. The Services provided under the Contract are specified in the Contract.

2. The scope of the Services may be expanded or reduced at any time by agreement of the parties (additional order), by means of an agreement to change the scope of the Services to be entered into via email as set out in the Contract. In order to be effective, this agreement must be expressly confirmed by the Provider. Unless otherwise agreed by the Parties, such expansion or reduction shall be effective on the first day of the month following the date on which such expansion or contraction is agreed. The same applies to the expansion of Managed Products; however, for these, the effectiveness begins on the date of the agreement's conclusion.

3. The scope of the Services may also be reduced based on the termination of part of the Services by the Provider. The notice period shall expire on the last day of the second month following the month on which the notice is delivered to the other party. The termination notice shall be delivered via the e-mails specified in the Contract.

4. The price of the Services is governed by the Contract. For Services for which it is specified in the Contract or for which no price is specified, the price is governed by the current price list published on the website https://www.expan.do/terms-and-conditions . (the "Price List"). The Price List is part of Annex 1 to these GTC. The pricing provisions of the Contract take precedence over the provisions of the Price List.. The Provider shall be entitled to unilaterally change both the prices specified in the Contract and the Price List at any time, with effect from the first day of the month following the date on which the change in the Price List is notified to the Client. The Provider is obliged to notify the change in prices under the Contract or the Price List no later than 15 days before the effective date of such changes, to the e-mail address specified in the Contract. In the event that this deadline is not met, the effectiveness of the change in prices under the Contract and the Price List shall be postponed by one calendar month. If the Client does not agree with the change of prices according to the Contract or the Price List, it is entitled to terminate the Contract. The notice of termination must be delivered to the Provider by the effective date of the Price List change. The notice period will expire on the last day of the second month following the month in which the notice of termination is delivered to the Provider (the original price of the Services shall apply during the notice period).

5. The price is defined for some Services as a fixed lump sum, for some Services as a fixed monthly amount and for some Services as a volume, for example as a percentage of sales or as a quantity of cases handled.   

6. In the case of a Service invoiced in a fixed lump sum, the price for the provision of that lump sum Service will be charged from the date of conclusion of this Contract.

7. In the case of a Service invoiced on a monthly basis at a fixed amount, the remuneration is due to the Provider for each month in which the Service was active, even if only for part of that month. Unless the Contract was concluded during the course of the month – in such a case, the fee for this initial month shall be prorated based on the number of days for which the Contract was in effect. The remuneration is paid monthly in advance, no later than the first day of the month for which the remuneration is paid, unless otherwise stated on the invoice.

8. In the event that the Services provided include Services where the price is defined by volume (i.e. the price depends on the extent of use of the Services or other specified criteria; typically a volume-based commission), the price will be charged monthly in arrears. This billing may include a specification of volumes (the extent of use of the Services relevant to the pricing). The Client shall be entitled to complain about the extent of the Services (the Services have not been provided, the Services have been provided to a lesser extent) within 30 days from the date of delivery of the specification of the extent of use of the Services; if the Client fails to do so within the said period, the Service shall be deemed to have been performed to the extent specified by the Provider and the price billed by the Provider shall be payable by the Client without further ado (the price so billed, if higher, shall replace the price otherwise determined under this Contract).

9. Invoices issued by the Provider are due within 7 days from the moment they are sent to the Client's email address. The Client agrees with invoicing only in electronic form.

10. All prices in the Price List or the Contract are always exclusive of value added tax, which the Provider shall always add to the price in the statutory amount.

11. Provider is entitled to perform an annual indexation of prices under the Agreement (with exception of prices based on success fee model). The indexation will be carried out using the harmonized consumer price index for the entire European Union (base year 2015=100), as published by the Statistical Office of the European Union (Eurostat), located in Luxembourg, Luxembourg, for the calendar year. The Provider is entitled to index the prices by the sum of the index since the last price indexation, or, if prices have not yet been indexed, from the date of the Contract's conclusion. The price indexation becomes effective on the date it is notified to the Client, which shall be sent to the Client's contact email.
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1. In order for the Provider to provide the Services to the Client, the Client's cooperation is necessary. Such cooperation is a prerequisite for the proper provision of the Services. Therefore, it is necessary that the Client provides the Provider with all necessary materials, assistance and information that the Provider will require from the Client or whose provision will result from the nature of the Services provided.

2. A prerequisite for the proper provision of the Services is also that the Client, within the scope of its operation on the Sales Platform, will properly fulfil its obligations towards the Sales Platform, Customers, or other entities, which arise for the Client from generally binding legal regulations or the terms and conditions of individual Sales Platforms. Among other things, the Client must properly fulfil Customer orders, accept returns, issue accounting documents, communicate with Customers, resolve their complaints, claims or other matters, etc.

3. In the event that the Client fails to comply with the above obligations for any reason, the Provider may not be able to properly provide the Services to the Client. As this impossibility is caused by the Client, the Client will nevertheless be charged for the Services.

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1. The Parties agree to treat as confidential any information that the Provider learns about the Client or that the Client provides to the Provider, unless such information is publicly available. The Provider warrants to the Client that it will use such information only for the purpose of providing the Services under this Contract and that it will maintain the confidentiality obligation after the termination of the provision of the Services. The Provider shall ensure that its employees and, where applicable, business partners whom it uses to provide the Services also comply with the above obligation.

2. Since the Provider's procedures and methodologies are trade secrets of the Provider, the Parties agree that all documents, procedures and methodologies encountered by the Client during the course of the cooperation will not be disclosed to any other person without Provider`s prior consent and will not be otherwise used without the Provider's consent. This also applies after the termination of the cooperation.

3. As the Provider's employees are an indispensable part of the Provider, the Parties agree that for the duration of the provision of the Services under this Contract and for a period of 12 months following the termination of the cooperation, the Client shall not attempt to engage (whether in the course of employment or other forms of direct or indirect cooperation) any of the Provider's current or former employees, associates and consultants without prior consent. Should the Client violate this rule, the Parties agree that the Client shall pay the Provider a contractual penalty of €12,000 and the costs of using the services of a recruitment agency to find a replacement for the Provider.
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4. Unless the Client notifies the Provider in writing after the conclusion of the Contract, the Provider shall be entitled to use the Client's logo and name for reference purposes (media interviews, participation in conferences, inclusion on promotional materials).
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1. In the event that the Provider acts as a processor within the contractual relationship and the Client is the controller, the contract on personal data processing as set out in Annex 2 to these Terms and Conditions shall apply between the parties.

2.Information on the processing of personal data that occurs on the basis of the contractual relationship under the Contract is available on the Company's website www.expand.do.
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1. The Provider is responsible for the proper and timely performance of its obligations. The Provider shall fulfil its obligations within mutually agreed deadlines or within deadlines corresponding to the nature of the given obligation or to commercial practice. Likewise, the Client shall be obliged to fulfil its obligations to the Provider within the time limit set.

2. The Client hereby acknowledges that it holds the appropriate copyright and licence rights to the products it promotes and sells on the Sales Accounts. At the same time, the Client declares that it is authorized to sell these products in all countries where the products are sold, and that the sale of the products does not infringe any claims in terms of intellectual property rights or violate any other laws in the countries where the products are sold. The Client confirms that all laws and regulations of the countries to which the products are sold (in particular consumer protection regulations or country-specific authorisations to sell the types of Products) are complied with.

3. Should the above-mentioned situation arise where a third party (inc. public authorities) would claim any claims from the Provider arising from intellectual property rights to the objects of sale or from a violation of legal regulations, the Client undertakes to take over and settle these claims itself. Should the Provider nevertheless incur any damages in connection with the assertion of claims arising from third party intellectual property rights or infringement of legal regulations, the Client undertakes to compensate for such damages in full. 
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4. The sale of goods abroad also entails legal and tax aspects and obligations that the Client must address. The Provider is not authorized to advise on these issues and therefore any information provided by the Provider (except for sales on the Sales Platform) is non-binding and the full responsibility for claims or obligations in terms of taxes, accounting and governmental authorities lies entirely with the Client.

5. The individual Sales Platforms are not a party to the Contract and therefore their actions, procedures and rules cannot be fully influenced or obliged by the Provider. Therefore, the Sales Platform is a third, independent party that regulates the rules of sale independently of the parties' Contracts and at its own discretion. Therefore, Provider cannot be held liable in any way for any damages incurred by Client in connection with any action or measure taken by any Sales Platform. In such a case, it will be necessary to take the Client 's claim directly to the particular Sales Platform.

6. Except as provided by law, the Provider's liability for any damages, including, but not limited to, direct, indirect, incidental, special, consequential or other damages (including lost profits, loss of data or business interruption) that may arise from the use of or inability to use the Provider's Services under the Contract shall be limited as follows:

a. The Provider's total liability for damages caused by any means, arising out of the Contract, wrongful act or otherwise, shall be limited to the actual damages incurred, with the maximum amount of compensation not to exceed the total amount corresponding to twice the average monthly billing for the Provider's Services for the three months immediately preceding the occurrence of the damage.

b. The Provider shall not be liable for damages caused by force majeure, failures of third-party service delivery, loss of data caused by the Client's or Customer's unprofessional intervention or other independent actions not under the Provider's control. Such impediments are also considered to be technical facts, business conditions or actions of the Sales Platform that are beyond the Provider's control.

c. Any claim for damages must be made in writing and delivered to the Provider no later than 120 days from the date of the harmful event. Failure to comply with this time limit shall extinguish the claim.
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1. If the Client is in default in payment of any amount under the Contract for more than 10 days, the Provider is entitled to suspend the provision of Services to the Client until the amount due is paid. During the period of suspension or limitation of the Services, the Client shall remain obliged to pay the price of the Services.

2. In the event that the Client is in default of payment of any amount under the Contract for more than 30 days, the Provider is entitled to send the Client a reminder regarding the outstanding obligations. This reminder shall be subject to a fee. The Provider shall be entitled to charge the Client the amount of EUR 110 for sending this reminder. The sending of such reminders may be repeated (including the repeated charging of a fee) at an interval of one reminder every 30 days. 

3. In the event that the Client is in default in payment of any amount under the Contract, the Provider is entitled to charge the Client a contractual penalty of 0.1% per day of the amount due for each day of delay. The obligation to pay the contractual penalty shall be without prejudice to the Provider's right to compensation for damages. 
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4. In the event that the Client is in default of payment of any amount under the Contract for more than 30 days, the Provider is entitled to terminate the Contract without notice.
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1. The contract is concluded for an indefinite period with two months' notice. The notice period shall commence on the first calendar day of the month following the delivery of the notice to the other party. The Client is not entitled to terminate the Contract without cause under this clause within 12 months from the date of its conclusion.
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2. The Provider is entitled to terminate the Contract without notice if the Client fails to provide the Provider with the necessary cooperation to provide the Services and perform this Contract even after more than 30 days' notice, or if the Client enters into insolvency or restructuring proceedings or enters into liquidation.

3. The Client is entitled to terminate the Contract without notice if the Provider is in delay in providing the Services for more than 30 days from the date of such notice.
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4. The notice may also be sent by e-mail to the e-mail address specified in the Contract.
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1. The Provider is entitled to unilaterally change these Terms and Conditions (including their annexes), also with effect for already concluded Contracts. A change to the Terms and Conditions shall be effective on the first day of the month following the date on which the change to the Terms and Conditions is notified to the Client. The Provider is obliged to notify the change of the Terms and Conditions no later than 15 days before the effective date of the change of the Terms and Conditions by email to the Client 's contact email. If this deadline is not met, the effectiveness of the change to the Terms and Conditions shall be postponed by one calendar month. If the Client does not agree with the change of the Terms and Conditions, it is entitled to terminate the Contract. The termination must be delivered to the Provider by the effective date of the change of the Terms and Conditions. The notice period shall expire on the last day of the second month following the month in which the notice of termination is delivered to the Provider (the original Terms and Conditions shall apply during the notice period).
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1. Rights arising to the Client from the Contract may not be assigned without the prior written consent of the Provider.

2. For the avoidance of doubt, the parties expressly acknowledge that they are entrepreneurs and are entering into the Contract in the course of their business.

3. If any provision of the Contract is or becomes invalid, unenforceable, illusory or ineffective, the validity, enforceability or effectiveness of the other provisions of the Contract shall not be affected. In such case, the Parties shall use their best efforts to enter into an amendment to the Contract replacing the invalid, unenforceable or ineffective provision with a new one corresponding to the originally intended purpose.

4. This Contract shall be governed by the law of the Czech Republic. All disputes that arise between the Parties and which cannot be resolved amicably shall be decided by the Czech court of competent jurisdiction according to the Provider's registered office.

Here are the terms and conditions of the Services that can be ordered from the Provider (hereinafter also referred to as "we").
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A. ACCOUNT MANAGEMENT SERVICES
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Our experts will provide you with consulting services, particularly regarding product publishing, communication with the sales platform, advice on sending products to sales platform warehouses, and more. Your questions and instructions should be sent by email (not by phone), but you may, of course, call for clarification.
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Account Management Services includes:
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1. Account activation
We will provide the following activities in turn:
● creating and setting up a Sales account in the countries designated under the Contract
● setting the shipping parameters for your products
● setting up bank accounts to receive payments for products
● assistance with the sales account verification process (until the first product is listed)


As the Sales Platform requires documents to verify the sales account, you will need to provide some documents - in particular copies of the ID cards of the owners of your company, confirmation of the company's bank accounts, telephone bills etc. of the company owners, and in some cases a translation of the articles of association or memorandum of association. This list of documents may not be exhaustive and is based on Sales Platform's obligation as a payment institution to know with certainty the final identification of the recipient of the money in accordance with anti-money laundering legislation. Without these documents it will not be possible to complete the Account Activation.

For already active sellers, this service includes an account handover (the Client must grant the Provider access to the accounts). The service features:
● Account Review: A comprehensive assessment of the account’s current performance, along with recommendations for further growth, optimisations, and improvements per each active Sales Platform.

Services provided on an ongoing basis: 
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2. Key Account Management:
The service includes strategic planning, ongoing communication with the Sales Platform, and support for business growth tailored to the Client’s specific needs.
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3. Sales Platform stock management/FBA:
The service encompasses monitoring and guidance regarding inventory levels for Managed Products and fulfilment processes within the Sales Platform framework.  

4. PPC management:
This service includes the management of pay-per-click (PPC) campaigns to enhance visibility and drive sales. The PPC strategy, including product selection and optimization methods, will be handled by Provider`s experts to ensure alignment with your business objectives. The Client undertakes to provide the following performance for the duration of the product management:
● to expend at least € 3,000 per month on marketing for each Managed Product;
● upon the Provider's request, to provide 30 products per Managed Product for the purpose of product testing and obtaining user reviews.

If the Client fails to provide this performance, the Provider is entitled to cease management of the specific Managed Product for which the performance is not being provided, or alternatively, to negotiate a special fee with the Client. Should this performance not be provided for multiple products, the Provider is entitled to terminate the Contract with a notice period ending at the close of the following month in which the notice is delivered to the Client’s contact email.

5. Product listing graphic designs
The service provides comprehensive visual content for Managed Products. Covering both the listing images and A+ content. This service includes the following components:‍
a. Up to 7 listing Images;
b. A+ Content: with max 7 modules;
c. Two rounds of feedback per asset according to points a. and b.
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To ensure the highest quality of design, the Client is required to provide all necessary assets, including the brand manual, logo, imagery, and product pictures. If these assets are not available, we can provide the necessary product design and photography services for an additional charge, which will be negotiated separately.

The provision of these services prior to the conclusion of the Contract, where such services have been provided by the Client or another entity, shall not affect the price under this Contract.

6. Product listing:
The Sales Platform product listing service covers the creation and optimisation of Managed Products on all agreed Sales Platforms. This service includes the following components (these components are provided at the Provider's discretion with the aim of ensuring increased product sales):
d. Competitor research: Analysing key competitors to gain insights that inform the product listing strategy.
e. SEO/keyword research: Identifying high-performing keywords to optimise visibility and search rankings on Sales Platform.
f. Copy creation: Writing a compelling product title, bullet points, and a detailed product description that highlights the key features and benefits.
g. Listing upload: Formatting the listing according to Sales Platform's requirements and uploading it to the platform.

As we (aka our Key Account Manager) oversee the selling on accounts strategically, it is upon mutual agreement, what are the priorities of development of sales. As most of our reward is based on the success fee model, it is our sole decision to work and develop due to our capacities.
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The provision of these services prior to the conclusion of the Contract, where such services have been provided by the Client or another entity, shall not affect the price under this Contract.
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The Provider hereby informs the Client, with respect to Account Management Services specified in point 4 and 5 of this Part B. of the Annex, that these activities are provided continuously for the duration of the Contract and, therefore, no specific time limits are set for their performance and priorities are managed one-by-one upon mutual agreement.

Price List Clause:

B. CUSTOMER SUPPORT
For the purposes of this Contract, the Customer Support includes the receipt and processing of requests from Customers made on the Sales Platform, which are submitted via e-mail. Requests may include inquiries related to orders, products, payments, deliveries, returns, and other matters associated with the operation of the online store.

The Service Provider undertakes to:
● Receive and record all Customer requests in accordance with the rules outlined below;
● Respond to these requests within the pre-determined timeframe (on business days between 9:00 AM and 5:00 PM);● Address customer issues and inquiries efficiently and professionally;
● Continuously inform customers about the status of their request and provide necessary information until the issue is resolved;
● The responsibility of the Provider ends when the Customer's request is considered successfully resolved or closed, or if the Customer fails to respond.


Helpdesk Integration and Setup
In collaboration with you, we will execute a series of steps through mutual cooperation to achieve full setup of the Customer Support. These steps include, but are not limited to:● Configuring data integration, emails, or helpdesk system setup;
● Setting up email flows and forwarding rules;
● Creating basic response templates for Customer inquiries;
● Defining the tone of communication and rules for Customer interaction;
● Coordinating information and data sources related to Customer or order information (e.g., order status, etc.);
● Establishing joint reporting mechanisms;
● Providing a manual for effective collaboration and conducting a joint call;
● Developing escalation rules for issues and processes for the most common cases;
● Analyzing feedback to continuously improve customer support processes.

Review Management
Review management will take place on portals relevant to the country where we provide Customer Support, based on our discretion or mutual agreement. As the Service Provider, we will process and submit a monthly summary of all reviews and responses to the Client, along with recommendations for further improving the customer experience.‍

Price List Clause:

We will provide customer support services to your customers according to the following rules:
● Fees are calculated monthly by volume of Tickets – costs are increasing proportionally based on the number of Tickets handled. Based on the number of Tickets, respective tariff specified below will be applied. 
● If the number of Tickets in one month exceeds the current package, the next higher package will be automatically applied and charged.
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C. EXPANDO APP
● Our software (hereinafter "EXPANDO APP") synchronizes product data from the feed (data file containing product information provided by you at a public URL) to the Sales Platform - specifically the stock count and price of products
● EXPANDO APP allows you to:
- view, filter and export all product orders,
- display daily and monthly statistics of Sales,
- notify you by email about late shipment of packages with ordered products,
- and other features as we add them over time.
● the software service will be available 99% of the time, if not, we will offer you a reasonable discount
● we can set the pricing policy for products differently for different Sales Platforms according to your instructions
● for the software to work, you must supply us with a regularly updated data file at a public URL so that our software can process it
● stock and price updates are made every 10 minutes, but we cannot guarantee that all synchronisations will be made by the specific Sales Platform
● The monthly price for EXPANDO APP is specified in the order. It consists of a fixed monthly fee and a transaction fee, which is calculated in accordance with clause E. of this Contract. If the Account Manager's service according to point D. is also agreed in the form of a Sales Commission, the transaction fee for EXPANDO APP is not calculated. 
● The price for EXPANDO APP also includes the Autopricer Commission according to point F., unless otherwise agreed. 

D. COMMISSION FROM AUTOPRICER
● If we have agreed in the Contract, we are entitled to a portion of the price of products from sales that you sell on the Sales Platform at a higher price. If no commission is specified, 30% of the increased price will be calculated.
● The commission is calculated as a % share of the difference between your product price (which you send to our software service or set as the selling price in our app) and the actual selling price at which the product sells on the Sales Platform - excluding shipping and VAT.
● Sales Platform fees and commissions are not included in the calculation of this commission.
● Unless we agree otherwise, you agree to maintain the same prices on the Sales Platform as you have on the eshop in that country. If you do not have an e-shop in that country, the selling price is the price at which you sell the product on your e-shop. 

Example:
● The selling price of your product without shipping (in the source or EXPANDO APP) is set at 100 EUR‍
● The item is sold through Software Services for 120 EUR
●  VAT in Germany will be 20%, therefore the base of the increased price is 100 EUR and the difference is 16,7 EUR
 ● Of the 16.7 EUR, we will be left with 4.99 EUR and you with 11.67 EUR
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1. RIGHTS AND OBLIGATIONS OF THE PARTIES
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In connection with the Contract and in order to make it clear who can and cannot do what, we, i.e. the Processor, undertake to comply with these Terms and Conditions of Processing Personal Data (hereinafter referred to as the Terms and Conditions):
● we will only process Personal Data on the basis of your documented instructions (including in relation to the transfer of Personal Data to a third country or to an international organisation), which may be based on the Cooperation Contract or given to us on a case-by-case basis.
● we will ensure that all persons authorised to process Personal Data are subject to an obligation of confidentiality or to a duty of confidentiality governed by law; 
● we will take the measures required under Article 32 of the General Data Protection Regulation ("GDPR") - that is, we will keep Personal Data secure; 
● we will take into account the nature of the processing, we will assist you through appropriate technical and organisational measures, where possible, to comply with your obligation to respond to requests to exercise the rights of the data subject under the GDPR (this means that if someone asks you for something regarding Personal Data, we will be happy to help you and provide the necessary data).
● we will assist you in ensuring the security of Personal Data in accordance with the GDPR (specifically Articles 32 to 36 of the GDPR).
● in accordance with your decision, we will either delete all Personal Data or return it to you after we stop providing you with processing services and delete existing copies; 
● we will provide you with all information necessary to demonstrate compliance with our obligations under these Terms and the GDPR, facilitate and contribute to audits, including inspections, conducted by you or another auditor you have appointed;
● we will notify you without undue delay of any Personal Data breach.

2. INVOLVEMENT OF OTHER PROCESSORS

We may have to work with some other people we don't know about yet. You are hereby granting us a general authorisation with the involvement of other processors. We undertake to comply with the conditions for the involvement of an additional processor in accordance with Article 28(2) and (4) of the GDPR and these terms and conditions.
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3. PERSONAL DATA SECURITY OBLIGATIONS
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Because we attach great importance to Personal Data and its protection, we will take technical, organizational and other measures to prevent unauthorized or accidental access, alteration, destruction, loss or other unauthorized use of Personal Data. In particular, we have adopted internal organisational measures in the form of, inter alia, internal regulations, confidentiality obligations, restricted access and secure premises, as well as technical measures in the form of secure connections and access to Personal Data, all of which are regularly evaluated and assessed to ensure the security of processing. 

We have agreed to cooperate with each other to ensure that the purpose of these Terms is maintained, including, but not limited to, the secure transfer of Personal Information. We have also agreed to keep each other informed of all material matters relating to these Terms, in particular.

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● any circumstances that could affect the protection of Personal Data and the handling thereof, i.e. in particular any failure, malfunction, non-functioning or other lack of measures taken to ensure such protection, and we are obliged to take all steps and measures necessary to remedy (or prevent the continuation of) such a bad situation in close cooperation as soon as we become aware of such circumstances.
● any audit, inspection or action carried out (or taken) by a public authority competent in the field of data protection (typically authorities).
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4. ACCOUNTABILITY
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We undertake to indemnify you against any loss arising from our breach of our obligations as a Processor under these Terms. We shall only be liable for proven damages caused by our neglect of our obligations under this Contract up to a maximum of the price of the services ordered for a total of 3 monthly payments.
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You agree to indemnify us against any loss or damage caused by your breach of your obligations as an Administrator under these Terms.
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In the event that any proceedings are commenced in connection with processing under these Terms, any penalty is threatened or any damages are incurred or awarded, we will provide each other with all reasonable cooperation to keep such adverse consequences to either Party to a minimum.
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5. FINAL PROVISIONS

Any change or amendment to these Terms must be in writing and signed by both parties to the Contract.
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The invalidity or incomprehensibility of any provision of the Terms shall not affect the validity of the other provisions of the Terms.
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We undertake to provide each other with all necessary cooperation and documentation to ensure the smooth and effective implementation of these terms and conditions, especially in the event of negotiations with the Office for Personal Data Protection or other public authorities.