Terms and Conditions for Sponsoring of droidcon Online

1. Scope

  1. The following Terms and Conditions for the Sponsoring of droidcon Online (“Terms and Conditions”) apply for the agreement ("Sponsorship Agreement") to sponsor the droidcon Online (“Event”)[dP1] .

  2. droidcon is organized by Mobile Seasons GmbH, Messedamm 22, 14055 Berlin, Germany (“Mobile Seasons”). 

  3. These Terms and Conditions become an integral part of the Sponsorship Agreement entered into by and between Mobile Seasons and the entity / person (“Sponsor”) who wishes to sponsor the droidcon and whose details are set out in the sponsorship proposal (“proposal”) provided by Mobile Seasons.   

  4. Counter-confirmations by Sponsor referring to Sponsor´s own business or purchasing conditions are hereby expressly contradicted. Deviating, conflicting or supplementary purchase or order conditions of the Sponsor only become part of the Sponsorship Agreement if Mobile Seasons has expressly agreed to their validity in writing.

  5. Mobile Seasons and Sponsor, depending on the context, are also referred to individually as (“Party” and jointly as “Parties”).

 

2. Conclusion of Agreement

  1. The Sponsorship Agreement will be concluded when Mobile Seasons receives the completed and from Sponsor counter-signed proposal or any other written confirmation setting out the primary particulars of the arrangements agreed between the Parties in respect of this Sponsorship Agreement. With the signing of proposal or any other written confirmation setting out the primary particulars agreed between the Parties in respect of this Sponsorship Agreement, Sponsor accepts these Terms and Conditions as binding.  

  2. Sponsor has no legal claim to receive a proposal. The proposal only relates to the Sponsorship Package and the services and rights (together “Sponsoring Services”) as listed in the proposal and agreed by the Parties. Any amendments or changes made to the proposal shall only effective if expressly accepted by Mobile Seasons. The offer by Mobile Seasons can be revoked at any time if it was created on basis of incorrect or incomplete information provided by the Sponsor.

 

3. Services / Sponsoring Packages

 

  1. The reciprocal services and contractual obligations to be provided and/or contributed by each Party are defined within the proposal.

  2. Mobile Seasons provides the Sponsoring Services as described within selected Sponsoring Package and confirmed under this Sponsorship Agreement. The Sponsor pays the agreed remuneration (“Sponsorship Fee”) for Sponsoring Services provided by Mobile Seasons or any third party commissioned by Mobile Seasons.

  3. The Sponsor’s involvement with droidcon is limited to the activities specified in the proposal. The Sponsor shall become neither organiser nor co-organiser under this Sponsorship Agreement.

 

4. Implementation regulations

 

  1. The implementation and exercise of the services and contractual obligations according to the Sponsoring Package and as agreed under this Agreement must be carried in compliance with statutory and other regulations and shall be coordinated with Mobile Seasons in advance.

  2. The contributions of Sponsor that are deemed necessary for Mobile Seasons to provide the Sponsoring Services, such as displaying of advertising messages and play advertising clips, must be provided by Sponsor at their own expense and made available to Mobile Seasons in good time in order to be integrated on the droidcon website or Event platform, but not later than one week before the first day of the droidcon. In the event of late provision, Mobile Seasons is not obliged to provide the Sponsoring Services. In this case, the payment claim for the agreed Sponsorship Fee remains fully valid. This also applies in the event that no content at all is made available to Mobile Seasons for the purpose of the Sponsoring Services.

 

5. Availability of Services and Constraints

  1. Within the scope of the following subsections 5.2 to 5.4 of these Terms and Conditions and within the framework of           foreseeable requirements, Mobile Seasons guarantees that, within the agreed scope and time period of the                         Sponsoring Services, the Sponsor Data on the droidcon website and/or Event platform will be reproduced in                       accordance with the usual technical standard. The Sponsor is aware, however, that it is not possible to provide a                 completely error-free service according to the state of the art. In particular, an error in the presentation of the Sponsor       Data does not exist if it is caused by the use of unsuitable presentation software and/or hardware (e.g. browser). 

  2. If the reproduction of the Sponsor Data is temporarily not possible due to a disruption in the communication networks       of other operators, or due to a computer failure at third parties (e.g. other providers), or due to incomplete and/or             non-updated offers on so-called proxies (intermediate storage), Mobile Seasons' claim for payment of the                           Sponsorship Fee remains in fully valid. Otherwise, the claim for payment shall be reduced according. 

  3. In the event of inadequate reproduction quality of the Sponsor Data for which Mobile Seasons is responsible, the               Sponsor shall be entitled to faultless replacement advertising, but only to the extent that the purpose of the image             and text material has been impaired. If the replacement advertising fails or is unreasonable, the Sponsor shall be               entitled to a reduction in payment of the Sponsoring Fee or to terminate the Agreement. 

  4. The Sponsor is not entitled to any further warranty or other claims (e.g. for damages). Mobile Seasons must be                   notified in writing of any defects within seven (7) business days of performance of the Sponsoring Service. If                         notification is not made within the aforementioned period, the warranty rights shall lapse. This shall not apply if                   Mobile Seasons has fraudulently concealed the defect or has assumed a guarantee for the quality of the item. 

6. Participation of further sponsors / third parties

     Mobile Season shall be entitled to conclude contracts with further sponsors that might be competitors of the Sponsor.      In this regard, Mobile Seasons will take the interests of the Sponsor into consideration as far as possible.

7. Payment

 

  1. Unless not otherwise agreed, the payment of the Sponsorship Fee is due within thirty (30) business days from day of the receipt of the invoice without any deductions into one of the bank accounts mentioned within the invoice.

  2. In the event of late payment, default interest of nine percentage (9 %) points above the respective base rate of the European Central Bank is due. Mobile Seasons reserves the right to prove higher damages caused by delay.

  3. Objections to the invoice can only be taken into account if they are received by Mobile Seasons in text form within fourteen (14) business days. Any changes to the invoice due to a reason that is not the default of Mobile Seasons shall entitle Mobile Seasons to charge a processing fee.

  4. If the Parties assume when concluding this Sponsorship Agreement that the Sponsor renders a performance which is free from value added tax and it transpires following the conclusion of this Sponsorship Agreement that the agreed performance is nevertheless subject to value added tax, an invoice for the same will subsequently be issued to the Sponsor without charging a process fee.

 

8. Term, Termination

 

  1. The Sponsorship Agreement shall become effective upon conclusion the Agreement and terminates automatically with the end of the last day of the droidcon to which the Sponsoring Package refers to.

  2. Either Party shall have the right to terminate the Sponsorship Agreement by extraordinary termination (i.e. without notice and effective immediately) for good cause. Good cause for each Party shall exists, if the other Party breaches a material contractual obligation under the Sponsorship Agreement and the breach continues beyond twenty (20) days from receipt of a formal written warning from the terminating Party. Good cause for Mobile Seasons also exists when circumstances arise on the side of the Sponsor which, in the event of the continuation of the Sponsorship Agreement, would raise concerns that the reputation and/or image of Mobile Seasons and/or droidcon could be damaged.

 

9. Cancellation of the Event

 

  1. Mobile Seasons is entitled withdraw, partially or in total, from the Sponsorship Agreement if a droidcon, to which the Sponsorship Package refers to, is (for whatever reason) canceled or not carried out as agreed. In this case, Mobile Seasons will inform Sponsor immediately about cancelation. Mobile Seasons is entitled to invoice all services rendered by Mobile Seasons in accordance with the proposal up to this point in time as well as the benefits accruing to Sponsor hereby. Any advance payment beyond this will be reimbursed to Sponsor.   

  2. In the event of an unforeseeable, unavoidable event beyond the sphere of influence of Mobile Seasons and for which Mobile Seasons is not responsible (e.g. force majeure), Mobile Seasons is entitled to postpone, shorten or extend the droidcon and / or temporarily or partially restrict the performance thereof. In this case Sponsor is not entitled to withdraw from this Sponsorship Agreement and / or to claim any reduction or compensation. 

  3. In the event of postponement of the droidcon for any other reason than mentioned above and where the new date of droidcon is

 

            1. less than six (6) weeks before or away from original date of the droidcon, the Sponsor is deemed to accept the                   new date of the droidcon and is not entitled to terminate this Sponsorship Agreement or to claim any                                   compensation or damage;

            2. more than six (6) weeks before or away from the original date of the droidcon, Parties will enter into                                       negotiation on a continuation of this Sponsorship Agreement.

10. Cancellation by Sponsor

      If Sponsor cancels its participation in the droidcon or this Sponsorship Agreement, Sponsor will be obligated to pay a       non-refundable portion of the Sponsorship Fee as follows:

            1. Fifty percent (50%) of the Sponsorship Fee if cancelled sixty (60) days or more prior to the first day of the                               droidcon;

            2. One hundred percent (100%) of the Sponsorship Fee if cancelled less than sixty (60) days prior to the first day of                 the droidcon.

 

11. Disclaimer and Limit of Liability

 

  1. Mobile Seasons makes no representation or warranty about droidcon and/or the Sponsoring Services as well as makes no representation that the droidcon and/or Sponsoring Services will be uninterrupted or error-free. Droidcon and/or the Sponsoring Services (including content and information) will be provided on an “as is” and “as available” basis.

 

   2. Mobile Seasons will also make no representation or warranty for any revenue or profit expectations and/or                          business opportunities associated, either directly or indirectly, with the Sponsoring of the respective droidcon.

       Also, Mobile Seasons gives no warranty that the agreed advertising activities will achieve the effect envisaged by the          Sponsor unless Mobile Seasons has impeded or frustrated its realisation through culpable breach of fundamental              contractual obligations or through grossly negligent conduct. The Sponsor recognises that the advertising                          possibilities agreed in this Sponsorship Agreement may be restricted by public law stipulations. Mobile Seasons shall        not be liable for damages in the case of any restrictions which may arise by reason of such stipulations. The right of            termination for compelling reasons remains unaffected.

 

   3. Mobile Seasons shall only be held liable for intent and gross negligence, as well as for the breach of a material                    contractual obligation. In the event of an ordinarily negligent breach of a material contractual obligation, the liability          of Mobile Seasons shall be limited to the typical foreseeable damage as at the conclusion of this Sponsorship                      Agreement. In the event that performance is initially impossible, Mobile Seasons can only be held liable if the                      obstacle to performance was known or the lack of knowledge was due to gross negligence, provided that it was not a        material contractual obligation.

 

   4. The non-fault liability of Mobile Seasons for defects existing at the time of conclusion the Sponsorship Agreement              according to Section 536a, paragraph 1, sentence 1 of the German Civil Code is hereby excluded.

 

   5. Where the liability of Mobile Seasons is excluded or limited, this also applies to the personal liability of the                          employees, workers, representatives and vicarious agents of Mobile Seasons.

 

   6. Aforementioned exclusions of liability according to Section 11.1 to 11.5 of these Terms and Conditions do not apply if        defects have been concealed maliciously or if a guarantee of quality has been made, and do not apply to liability for          claims under the German Product Liability Act or physical injuries (to life, limb or health).

 

   7. With the exception of the claims arising under Section 11.6 of these Terms and Conditions, claims of the Sponsor to          any compensation for which liability is limited under this Section 11 of these Terms and Conditions shall become                time-barred one year after the start of the statutory limitation period.

 

 

12. Rights of Use

 

  1. During the term of this Sponsorship Agreement, Sponsor hereby grants to Mobile Seasons a limited, non-exclusive, non-transferable worldwide royalty free revocable right and license to use, publish, display, reproduce, and distribute, in any medium or form whatsoever, Sponsor´s name, logos, brands, images, advertising spots, advertisements and other data (together "Sponsor Data"), which Sponsor has made available to Mobile Seasons and which Mobile Seasons will solely use for the services rendered under this Sponsorship Agreement; provided, however, that (i) all uses of the Sponsor Data must be in accordance with any brand guidelines or instructions as may be reasonably requested by Sponsor and notified in writing to Mobile Seasons from time to time and (ii) Sponsor shall have the right to approve all uses of the Sponsor Marks prior to use by Mobile Seasons, which approval by Mobile Seasons shall be deemed automatically granted if Sponsor does not convey its disapproval to Mobile Seasons within five (5) business days of Sponsor's receipt of a written request for approval together with a copy of the proposed use. 

 

   2. The aforementioned granting of rights refers to in particular, but limited to existing copyrights and ancillary                           copyrights of the Sponsor Data, the right to one's own image as well as rights to names, titles, trademarks, and other         signs.

 

   3. The Sponsor will send the Sponsor Data to be used in a processable format immediately upon request by Mobile              Seasons. Mobile Seasons shall only consider data of the Sponsor Data that have been supplied in good time. Any              Sponsor Data that have not been provided in time shall only be considered if this is technically possible without any          additional expenses for the Mobile Seasons. Otherwise the Sponsor's entitlement to receive the sponsorship benefits        under this Agreement expires and the Sponsor shall not be entitled to any refund or reduction of the Sponsorship              Fee or any other claim of compensation or damages.

 

   4. Mobile Seasons is not responsible for the content of the Sponsor Data and can therefore not hold liable for any                  damages or losses as a result of the agreed use of the Sponsor Data.

 

   5. Sponsor hereby guarantees that Sponsor is entitled to the transfer and publication of the Sponsor Data as provided           to Mobile Seasons. In particular, the Sponsor hereby confirms that the provided Sponsor Data do not violate the                 applicable law or anyone’s rights (including intellectual property rights).

 

   6. Without any mandatory obligation to examine the provided Sponsor Data, Mobile Seasons expressly reserves the              right to refuse to publish or any other use of Sponsor Data, as well as to remove or to edit the content of Sponsor              Data at a later date, if:

 

       a.     its content violates laws, regulations, or official orders, or 

 

       b.     its contents presumably infringe the rights of third parties, or

 

       c.     its content has been objected to by the German Advertising Council in a complaint procedure, or 

 

       d.     its publication is unreasonable for Mobile Seasons due to its content, origin, or technical form. 

 

   7. In this case, Mobile Seasons shall inform the Sponsor immediately of the measures taken. The resulting delays in the          provision of the Sponsoring Services or the resulting failure of Sponsoring Services provided by Mobile Seasons shall        be the sole responsibility of the Sponsor. The Sponsor shall not be entitled to claim damages or losses. 

 

   8. If a third party claims that its right have been infringed by the any kind of use of the Sponsor Data, the Sponsor shall,          in the event of culpable action, indemnify Mobile Seasons upon first request against all claims by this third party, in            particular claims for copyright and personal rights violations, infringement of patent, trademark, design and utility              model rights. This includes any costs of Mobile Seasons' legal defense. The Sponsor assures that they will cooperate          with Mobile Seasons in order to ward off any claim by the affected third party. 

 

   9. Notwithstanding the foregoing, the Sponsor Data and the goodwill associated therewith at all times shall remain the          sole and exclusive property of Sponsor and all use of the Sponsor Data under this Sponsorship Agreement shall inure        to the benefit of Sponsor. Sponsor may object to, and seek to prevent, use of its Sponsor Data in connection with this        Sponsorship Agreement if it reasonably believes that the use of such Sponsor Data may damage the goodwill                    associated with such Sponsor Data, and Mobile Seasons shall upon Sponsor's request immediately cease all such              uses of the Sponsor Data which are objected to by Sponsor. Apart from the limited license granted herein, Mobile              Seasons shall acquire no right, title or interest of any kind or nature whatsoever in the Sponsor Data and the goodwill        associated therewith. The limited license granted herein shall be automatically terminated upon the expiry or earlier          termination of this Sponsorship Agreement. 

 

 

13. Privacy and Data Protection

 

  1. Each Party is a so-called controller within the meaning of the GDPR [General Data Protection Regulation] and as such responsible for the lawfulness of the processing of any personal data of any data subjects, in particular participants, exhibitors or speakers of the droidcon, that each Party receives from the other Party or processes otherwise in connection with the performance of the Sponsorship Agreement or the preparation or holding of the droidcon. Sponsor hereby confirms to comply with the data protection and privacy laws (in particular the BDSG [German Federal Data Protection Act], the GDPR and the CCPA), as applicable to them). In the case that Sponsor is located in a country outside of the territorial scope of the GDPR and who is acting as data importer, Sponsor herby agrees to the Standard Contractual Clauses for the transfer of personal data from the Community to third countries (controller to controller transfers) if applicable, which are attached as Annex 1 to these Terms and Conditions, in which case they become an integral part of the Sponsorship Agreement. Also, Sponsor will only process all personal data - that Sponsor, its employees, subcontractors (processors) and its vicarious agents become aware of in connection with the preparation or performance of the Sponsorship Agreement - within the scope of the subject of the Sponsorship Agreement and in particular not sell the personal data to any third party. For the purposes of this clause the terms “personal data”, “process/processing”, “processor”, “controller”, “data subject” shall have the same meaning as in the GDPR.

   2. In the event of a breach of any applicable data protection regulations, the Sponsor will indemnify and hold harmless          the Mobile Seasons from and against any claims by a third party, insofar as this is legally permissible

 

14. Offsetting, Assignment 

 

  1. Offsetting against claims of the Mobile Seasons, exercise of a right to refuse performance or right of retention is excluded, unless the Sponsor's claim has been legally established, is undisputed or has been recognized by the Mobile Seasons. The Sponsor is only authorized to exercise the right of retention insofar as his counterclaim is based on the same contractual relationship. 

  2. This Sponsorship Agreement may not be assigned, transferred, sub-licensed, or charged by Sponsor without the prior written consent of Mobile Seasons. 

 

15. Governing Law 

The law of the Federal Republic of Germany shall apply exclusively with the exclusion of the UN Convention on Agreement for the International Sale of Goods.

16. Jurisdiction

The place of fulfilment and jurisdiction for all disputes in connection with this contractual relationship shall be Berlin, provided that the Sponsor is a merchant, a legal entity under public law or a special fund under public law or if at least one of the contracting parties does not have a general place of jurisdiction in the Federal Republic of Germany. 

 

17. Severability Clause

In the event of any provision of these terms being or becoming wholly or partially ineffective or should a loophole transpire in this settlement, such circumstances shall not affect the validity of the remaining terms and conditions. Instead of the ineffective provision and in order to close the loopholes, an appropriate provision shall apply, which is as far as legally possible, most closely approximates the objective which was, or would have been intended by the parties to this settlement according to the sense and purpose of these terms and conditions.

Version: August 2020

 

 

ANNEX 1 to the Terms and Conditions for Sponsoring of droidcon Events – 

This ANNEX 1 shall only apply if Sponsor is located outside the EU or European Economic Area (EEA) in a third country in the absence of a so-called adequacy decision within the meaning of Art. 45 of the GDPR 

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

 

Data transfer agreement

between

Mobile Seasons GmbH

Messedamm 22, 14055 Berlin, Germany

(hereinafter “data exporter”)

and

Sponsor (as mentioned in the proposal) 

with its business address (as mentioned in the proposal)  

(hereinafter “data importer”)

each a “party”; together “the parties”.

Definitions

For the purposes of the clauses:

    (a)“personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data            subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October           1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data            exporter is established);

    (b)“the data exporter” shall mean the controller who transfers the personal data;

    (c)“the data importer” shall mean the controller who agrees to receive from the data exporter personal data for                        further processing in accordance with the terms of these clauses and who is not subject to a third country’s system              ensuring adequate protection;

    (d)“clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate                      commercial business terms established by the parties under separate commercial arrangements.

 

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I.   Obligations of the data exporter

The data exporter warrants and undertakes that:

    (a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the                  data exporter.

    (b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these            clauses.

    (c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to                them (where relevant, and not including legal advice) of the country in which the data exporter is established.

    (d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the             data importer, unless the parties have agreed that the data importer will so respond, in which case the data                         exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the           data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

    (e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under               clause III, unless the clauses contain confidential information, in which case it may remove such information. Where             information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their           right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of             the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed             to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy             of the clauses to the authority where required.

II.   Obligations of the data importer

The data importer warrants and undertakes that:

    (a) It will have in place appropriate technical and organisational measures to protect the personal data against                          accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which                      provide a level of security appropriate to the risk represented by the processing and the nature of the data to be                protected.

   (b) It will have in place procedures so that any third party it authorises to have access to the personal data, including               processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under             the authority of the data importer, including a data processor, shall be obligated to process the personal data only             on instructions from the data importer. This provision does not apply to persons authorised or required by law or                 regulation to have access to the personal data.

   (c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would               have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data                 exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

   (d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties         and fulfil the undertakings set out in these clauses.

   (e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries                         concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject         and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data                   exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the                     provisions of clause I(e).

    (f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to           fulfil its responsibilities under clause III (which may include insurance coverage).

   (g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and                                 documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any                         independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected           to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with                         reasonable notice and during regular business hours. The request will be subject to any necessary consent or                       approval from a regulatory or supervisory authority within the country of the data importer, which consent or                       approval the data importer will attempt to obtain in a timely fashion.

   (h) It will process the personal data, at its option, in accordance with:

    (i) the data protection laws of the country in which the data exporter is established, or

   (ii) the relevant provisions (1) of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data         importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which         such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of             the transfer(s) of the personal data (2), or

  (iii) the data processing principles set forth in Annex A.

 

Data importer to indicate which option it selects: Option (iii)

Initials of data importer:  Sponsor (as mentioned in the proposal)  ;

   (i) It will not disclose or transfer the personal data to a third party data controller located outside the European                        Economic Area (EEA) unless it notifies the data exporter about the transfer and

   (ii) the third party data controller processes the personal data in accordance with a Commission decision finding that a           third country provides adequate protection, or

  (iii) the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by         a competent authority in the EU, or

  (iv) data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer,         the categories of recipients and the fact that the countries to which data is exported may have different data                       protection standards, or

   (v) with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward         transfer

III.   Liability and third party rights

  (a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as                    between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party        for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes        by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its        data protection law.

  (b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses         I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their         respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this               purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data                         importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against         the data importer; if the data exporter does not take such action within a reasonable period (which under normal               circumstances would be one month), the data subject may then enforce his rights against the data importer directly.           A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to                  determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall              have the burden to prove that it took reasonable efforts).

IV.   Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V.   Resolution of disputes with data subjects or the authority

   (a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the                     personal data against either or both of the parties, the parties will inform each other about any such disputes or                 claims, and will cooperate with a view to settling them amicably in a timely fashion.

   (b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject         or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by                 telephone or other electronic means). The parties also agree to consider participating in any other arbitration,                     mediation or other dispute resolution proceedings developed for data protection disputes.

   (c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the             authority which is final and against which no further appeal is possible.

 

VI.   Termination

   (a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may               temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is           terminated.

   (b) In the event that:

        (i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer             than one month pursuant to paragraph (a);

       (ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in               the country of import;

      (iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under                             these clauses;

      (iv) a final decision against which no further appeal is possible of a competent court of the data exporter’s country of               establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data             exporter; or

      (v)  a petition is presented for the administration or winding up of the data importer, whether in its personal or                           business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable             law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is                               appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any                     equivalent event in any jurisdiction occurs

            then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be               entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered             by (i), (ii), or (iv) above the data importer may also terminate these clauses.

 

   (c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of                   Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data         is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes                   directly applicable in such country.

   (d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason               (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the           clauses as regards the processing of the personal data transferred.

VII.   Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

 

VIII.   Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

IX.       Liability

The parties will indemnify each other and hold each other harmless from any cost, charge, damages, expense or loss which they cause each other as a result of their breach of any of the provisions of these clauses. Indemnification hereunder is contingent upon (a) the party(ies) to be indemnified (the “indemnified party(ies)”) promptly notifying the other party(ies) (the “indemnifying party(ies)”) of a claim, (b) the indemnifying party(ies) having sole control of the defence and settlement of any such claim, and (c) the indemnified party(ies) providing reasonable cooperation and assistance to the indemnifying party(ies) in defence of such claim.

X. Conclusion of Agreement

This Data Transfer Agreement will be concluded when data exporter receives the completed and from data importer counter-signed proposal or any other written confirmation setting out the primary particulars of the arrangements agreed between the Parties in respect of the Sponsorship Agreement. With the signing of proposal or any other written confirmation setting out the primary particulars agreed between the Parties in respect of this Sponsorship Agreement, data importer also accepts the terms and conditions of this Data Transfer Agreement as binding. 

Dated: Same date as Sponsorship Agreement and Terms and Conditions

 

FOR DATA IMPORTER                                                       FOR DATA EXPORTER

 

Sponsor as in the Sponsorship Agreement                    Mobile Seasons

ANNEX A to Exhibit 1 of the Terms and Conditions for Sponsoring of droidcon Events

DATA PROCESSING PRINCIPLES

1.

Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

 

2.

Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

 

3.

Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

 

4.

Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

 

5.

Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

 

6.

Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

 

7.

Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

 

8.

Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

           (a)

                   (i) such decisions are made by the data importer in entering into or performing a contract with the data                                    subject, and

                  (ii) (the data subject is given an opportunity to discuss the results of a relevant automated decision with a                                  representative of the parties making such decision or otherwise to make representations to that parties

                       or

          (b) where otherwise provided by the law of the data exporter.

 

 

 

ANNEX B  to Exhibit 1 of the Terms and Conditions for Sponsoring of droidcon Events    

DESCRIPTION OF THE TRANSFER

Data subjects

The personal data transferred concern the following categories of data subjects:

  • Employees, managers and contact persons of Mobile Seasons

  • Visitors, exhibitors and speakers at the droidcon

Purposes of the transfer(s)

The transfer is made for the following purposes:

  • Performance of the Sponsorship Agreement according to the signed proposal or any other written confirmation.

  • Leadtracking information is transferred for Sponsor’s own business purposes, namely sale and marketing of Sponsor’s own goods and services and recruiting

Categories of data

The personal data transferred concern the following categories of data:

  • Contact information of visitors of the droidcon on the visitors’ ticket badge (name, company name, role, postal and e-mail adress, telepphone number and other information supplied by the visitors or concerning their company). ___________________________________________________________________

 

Recipients

The personal data transferred may be disclosed only to the following recipients or categories of recipients:

  • Employees, subcontractors (which will be deemed processors) and vicarious agents (which will be deemed third party data controllers) of the data importer, subject to compliance with the relevant provisions on processors and third party data controllers respectively in Exhibit 1 and the Sponsorship Agreement.

 

Sensitive data (if appropriate)

The personal data transferred concern the following categories of sensitive data:

Not applicable.

 

Data protection registration of the data exporter (where applicable)

Not applicable.

Additional useful information (storage limits and other relevant information)

The additional obligations under the Sponsorship Agreement according to the signed proposal or any other written confirmation will apply.

 

Contact points for data protection enquiries

 

Data importer                                                                      Data exporter

 

Contact details of data importer and data exporter according to the proposal signed by the Parties