General conditions

Autotelex / General conditions

GENERAL CONDITIONS

A.1 Definitions

A.1.1 In these General Conditions, the following terms have the following meanings:

Autotelex:

Autotelex B.V.; a private limited company with its registered office in Arnhem, the Netherlands.

Customer:

any party who has concluded an agreement with Autotelex as referred to in these General Conditions, either directly or through an agent authorised by Autotelex, to have goods and/or electronic products delivered or made available.

A.1.2 “Written” or “In Writing” means by letter, fax or an electronic means of communication.

A.2 Applicability

A.2.1 These General Conditions apply to all offers made by Autotelex and to all agreements concluded between Autotelex and the Customer.

A.2.2 Additional and/or different conditions – including purchasing conditions – of the Customer do not form part of the agreement between Autotelex and the Customer and, therefore, are not binding on Autotelex unless Autotelex has explicitly accepted them In Writing.

A.2.3 If there is any conflict between these General Conditions and any Customer conditions accepted by Autotelex, these General Conditions will prevail, unless Autotelex has confirmed to the Customer In Writing that the Customer’s conditions prevail.

A.2.4 If these General Conditions are amended, the amended version will form part of every agreement concluded between Autotelex and the Customer after the amendment has taken effect.

A.3 Offer, order and conclusion of an agreement

A.3.1 All quotations and offers made by Autotelex are entirely without obligation unless there is an explicit Written stipulation to the contrary. If a quotation or offer made by Autotelex contains an offer that is without obligation and the Customer accepts it, Autotelex will be entitled to revoke that offer within two working days after having received the Customer’s acceptance. Unless explicitly agreed otherwise, Autotelex’s quotations and offers are valid for thirty days.

A.3.2 The agreement between Autotelex and the Customer comes into effect when an order, registration or assignment is issued to or placed with Autotelex and Autotelex has accepted that order, registration or assignment. The Customer accepts these General Conditions by issuing or placing its order, registration or assignment In Writing.

A.3.3 Autotelex may indicate its acceptance, as referred to in the preceding paragraph, by any means of communication. This also applies if the Customer has placed its order or assignment electronically.

A.3.4 Autotelex is under no obligation to provide the Customer with the means to detect or correct any input errors by the Customer. The parties will regard the contents of the Customer’s assignment or order, as received by Autotelex, as correct. The Customer will bear the risk and expense incurred for any input errors and other errors made when issuing the order or assignment.

A.3.5 If the agreement between Autotelex and the Customer is entered into electronically, the Customer will not have access to the copy of the agreement that Autotelex files.

A.4. Confidential Information

A.4.1. Each party will take all reasonable precautions to maintain the confidentiality of any information received from the other party that may be deemed to be confidential.

A.4.2. Confidential information is in any case understood to mean information about the operation (including technical operation) of Autotelex’s products and services, the information and data contained and/or processed in Autotelex’s products and services and all Customer, market and financial data concerning Autotelex.

A.4.3. The confidentiality obligations stipulated in this article do not apply:

to information which, at the time it is provided or obtained, is already known in the markets where the parties are located or is already available from other legitimate, public sources (i.e. information that is common knowledge);
to information which, at the time it is provided by one party to the other party, was already demonstrably and lawfully known to, or in the possession of, that other party;
to information which, after having been provided or acquired, has become available in the markets in which the parties are located or from other public sources without the parties, their employees, persons directly or indirectly affiliated with them and/or companies belonging to third parties for which the parties have provided any assurance, having acted culpably or not having complied with these General Conditions or underlying agreement;
to information which, after being provided or obtained, was lawfully obtained from a third party which was entitled to provide such information to the parties (unless it was understood that that information had been unlawfully obtained by that third party);
to information which must be disclosed by either party pursuant to a legal obligation, court order, government order or order issued by a government agency, in which case that party will inform the other party in advance of such obligation.

In each case, the party invoking this article will inform the other party of its source of information upon request and within a specified period.

A.5 Prices and rates

A.5.1. All prices are exclusive of turnover tax (VAT) and other government levies.

A.5.2. Autotelex reserves the right to alter its prices and rates. Unless otherwise agreed, altered prices and rates apply from the date when they are introduced.

A.6 Invoicing and payment

A.6.1 Autotelex will invoice within three months of delivery or supply or within three months of commencing the work and/or services, unless explicitly agreed otherwise with the Customer.

A.6.2 Payment by the Customer into a bank and/or giro account designated by Autotelex is due within thirty days of the invoice date, unless explicitly agreed otherwise In Writing.

A.6.3 Amounts paid by the Customer will first go towards paying off any interest and costs owed and only then towards paying off the oldest due and outstanding invoices, even if the Customer indicates that the payment relates to a later invoice.

A.6.4 Without Autotelex’s explicit Written consent, the Customer may not, on any grounds whatsoever, set off any payment obligation to Autotelex against any claim it has against Autotelex.

A.6.5 The payment term referred to in A.6.2 constitutes a final deadline. If payment is not made on time, the Customer will be in default without the need for any notice of default and Autotelex will be entitled to charge statutory interest from the invoice due date. The Customer may not suspend its payment obligations.

A.6.6 If the Customer fails to make payment or fails to do so on time, or fails to fulfil any obligation incumbent upon it or to do so in a proper manner, Autotelex will be entitled to rescind the agreement out of court or to cease to make any further deliveries or perform any work and/or services, without prejudice to Autotelex’s right to claim performance or compensation from the Customer for any loss suffered due to the rescission of the agreement.

A.7 Delivery and delivery periods

A.7.1 Autotelex will deliver the goods and/or products or make them available, or start to perform the work and/or services as soon as possible after receiving the order/assignment from the Customer, if the goods (or products) ordered are in stock and it is possible to start to perform the work and/or services.

A.7.2 All delivery dates used by Autotelex are target dates and, consequently, do not constitute final deadlines.

A.7.3 Autotelex is entitled to suspend the performance of its obligations to the Customer until the Customer has fulfilled all of its obligations (including payment obligations) pursuant to any legal relationship it has with Autotelex. This suspension will apply until such time as the Customer has fulfilled all of its obligations to Autotelex.

A.8 Force majeure

A.8.1 Force majeure is defined as any failure to perform the agreement that cannot be attributed to Autotelex or the Customer, because neither Autotelex nor the Customer is to blame for it and neither of them bears responsibility in that regard by law or pursuant to a legal act or according to generally accepted views.

A.8.2 If the force majeure situation is temporary, including a situation in which goods/a product ordered by the Customer is temporarily out of stock, Autotelex will be entitled to extend the intended delivery period for as long as the temporary force majeure situation lasts.

A.8.3 If the force majeure situation is permanent, which is understood to mean a situation over which neither Autotelex nor the Customer has any influence and which neither of them can reasonably influence, thus making it impossible to deliver or make the goods or products available or perform the work and/or services, Autotelex or the Customer will be entitled to rescind the agreement without court intervention. In the event of force majeure, the Customer may not claim compensation from Autotelex for any damage it has suffered, subject to Article 6:78 of the Dutch Civil Code (“DCC”).

A.9 Objections and complaints; returns

A.9.1 Unless otherwise agreed, the Customer must notify Autotelex of any complaints about the goods or products delivered or made available, or the work and/or services performed, In Writing, within ten working days after the goods or products have been delivered or made available or after the work and/or services have commenced, giving a clear description of the complaints. In the absence of such notification, any claim against Autotelex for defects in the goods or products delivered or made available, or in the work and/or services performed, will lapse.

A.9.2 Unless otherwise agreed, the Customer is only entitled to return goods or products to Autotelex if goods or products other than those ordered by the Customer and/or damaged goods and products have been delivered or made available to the Customer.

A.10 Intellectual and industrial property rights

A.10.1 All copyrights and any other intellectual or industrial property rights and similar rights, including related rights and rights to protect databases, information and/or services relating to or connected with the goods or products that Autotelex has delivered and/or made available to the Customer, or work and/or services that Autotelex has performed for the Customer, are vested exclusively in Autotelex or its licensors.

A.10.2 Without Autotelex’s prior Written consent, the Customer is not authorised to reproduce or disclose to the public any goods or products (including reproductions of them) that Autotelex has delivered and/or made available to the Customer or any products or information provided by Autotelex in the context of services or work performed, wholly or in part, if this is done (a) for the benefit of a company, organisation or institution or (b) for the Customer’s own training, study or use which is not strictly private in nature or (c) for inclusion in any daily or weekly newspaper or magazine (whether or not in digital form) or in any radio or television broadcast, except where these General Conditions explicitly provide otherwise.

A.11 Autotelex’s liability and indemnification

A.11.1 Although the utmost care has been taken with regard to the content of the goods, products, work and/or services provided by Autotelex, the absence of any errors or omissions in that regard cannot be guaranteed.

A.11.2. Autotelex’s liability is limited to the amount(s) paid out under the insurance policy/policies taken out by Autotelex plus Autotelex’s excess under that/those policy/policies.

A.11.3. To the extent that the limitation provided in A.11.2 is not legally valid, or to the extent that the insurance does not provide coverage, Autotelex’s liability, on any legal grounds whatsoever, is limited to 50% of the payment(s) actually made by the Customer in the 12 months prior to the event that caused the damage.

A.11.4 In addition, Autotelex is not liable for any damage suffered by the Customer or any third party, whatever the nature and/or cause, which is the result of the Customer or any third party’s incorrect and/or inexpert use of the goods, products supplied or made available or work and/or services performed by Autotelex.

A.11.5. A party indemnifies the other party in the event of claims from third parties, including penalties imposed, insofar as these claims are causally related to an attributable failure of the first-mentioned party to fulfil its obligations under the agreement, all this with due observance of the agreed limitation of liability.

A.12 Termination of the agreement

A.12.1 Autotelex is entitled to rescind the agreement with the Customer with immediate effect by means of a Written notification without (further) prior notice of default if:

the Customer fails to comply with any of its obligations despite being issued with a proper notice of default;
the Customer is granted a suspension of payments (provisional or otherwise) or is declared insolvent or bankrupt, or if it submits a request for a debt rescheduling arrangement to be applied, or if it is placed in administration;
the Customer’s property is attached in connection with substantial debts and that attachment is maintained for more than two months;
the Customer ceases some or all of its business operations or is otherwise liquidated and/or if it substantially changes or transfers its business operations to a third party without Autotelex’s prior Written consent.

A.12.2 If the agreement is terminated, all payments that the Customer owes Autotelex will be immediately due and payable in full.

A.12.3 Autotelex will never be liable to the Customer for any compensation or payment on account of termination of the agreement as referred to above, and Autotelex’s right to full compensation for the Customer’s breach of its obligations, as referred to above, and Autotelex’s other rights in this regard will continue to apply in full.

A.13 Applicable law and disputes

A.13.1 Any agreement that Autotelex concludes with the Customer is governed by Dutch law.

A.13.2 Any and all disputes arising from or relating to an agreement that Autotelex has concluded with the Customer will be submitted to the competent court in Arnhem.

RIGHT TO USE ELECTRONIC PRODUCTS AND SOFTWARE

B.1 Applicability

B.1.1 If Autotelex grants the Customer the right to use electronic products, then the provisions of this Section B will apply in addition to the general provisions (Section A) of these General Conditions.

B.2 Definitions

B.2.1 In this section, the following terms have the following meanings:

Documentation:

any description of the functionality of and options for using the product made available to the Customer by or on behalf of Autotelex, in any way whatsoever and possibly in electronic form;

Right of Use/Licence:

the right granted by Autotelex to the Customer under the Licensing Agreement, subject to the provisions of these General Conditions, to have a product used in its organisation under the further conditions set out in the Licensing Agreement;

Licensing Agreement:

the Written agreement that Autotelex concludes with the Customer, in any form whatsoever form, for the supply of a Product;

Product:

computer software, collections of data (or databases) and/or other publications, recorded and/or included on electronic storage media, such as CD-ROMs, DVDs, tapes or other electronic storage media, or otherwise made available or accessible by Autotelex to the Customer by any electronic means of communication or in any electronic form, and possibly online, all in the broadest sense. With regard to the scope and limitations of the Right of Use, the product also includes Documentation, Updates and other interim additions to the product;

Update(s):

any subsequent version(s) and new release(s) of a Product which Autotelex makes available to the Customer.

B.3 Specifications and use

B.3.1 The Product will be made available to the Customer in a version or (where it is made available by electronic means of communication) in the manner determined in the specifications that Autotelex issues to the Customer, which the Customer accepts by concluding the Licensing Agreement.

B.3.2 The Customer is obliged to observe due care and attention when using and managing the Product and any storage media, supporting equipment and electronic media on which the Product is recorded and/or by means of which the Product can be used, adhering to the directions and instructions provided by or on behalf of Autotelex. The Customer will only allow authorised individuals in its organisation to use the Product and the aforementioned supporting equipment and/or electronic media.

B.3.3 Autotelex is at all times entitled to give the Customer further directions (including directions for use) and/or other instructions relating to the use of the Product, supporting equipment and/or electronic media. The Customer hereby declares that it accepts and will comply with these further directions (including directions for use) and/or instructions.

B.3.4 Without prejudice to the other provisions of these General Conditions, the Customer is only authorised to access the information included in a Product in the manner agreed in the Licensing Agreement for the Product.

B.3.5 Any reference to “licensee” in the Licensing Agreement and/or the specifications is a reference to the Customer. Any reference to “user” in the Licensing Agreement and/or the specifications, without the term “user” having been defined in the Licensing Agreement, means one individual natural person.

B.3.6 Autotelex is entitled rescind the agreement with the Customer with immediate effect by means of a Written notification, without prior notice of default, if:

in or by means of the applications, the Customer places or otherwise processes personal data, including in any case photographs of identity cards, driver’s licences and vehicle registration certificates with the vehicle data;
the Customer places or otherwise processes visual material, in or by means of the applications, which is sexual (including intimate and erotic), violent (including in a way that glorifies and incites violence), discriminatory, offensive or unlawful in nature, or which is otherwise contrary to good morals.

B.3.7 The Customer is fully responsible and liable for the data (and the use thereof) that it stores using the applications. The Customer fully indemnifies Autotelex against any third-party claims relating to the processing of such data.

B.4 Scope of the User Right; Updates

B.4.1 Autotelex hereby grants to the Customer a non-transferrable and non-exclusive right to use the Product. The Right of Use includes only the powers that are explicitly granted in these General Conditions or in the Licensing Agreement; beyond those powers, the Customer is not permitted to disclose, duplicate or alter the Product in any way whatsoever, in full or in part, except to the extent that the Product is not protected by any of the rights specified in Article A.10.

B.4.2 The Right of Use includes the following activities, which may only be performed by individuals working in the Customer’s organisation and only within the restrictions imposed in the Licensing Agreement:

loading, viewing, consulting and running the Product in accordance with the relevant written specifications promulgated by Autotelex;
and also, to the extent that the Product is a database or collection of information:
printing small excerpts of information called up from a Product;
transferring small excerpts of information called up from a Product into a text file and printing that text file;
all unless the Licensing Agreement contains stipulations to the contrary.

B.4.3 The Product may only be used (a) by individuals in the category or categories or who are named individuals, and (b) by the number of users at the most, and (c) on the equipment and/or infrastructure described in the Licensing Agreement. If there is no such description in the Licensing Agreement, the Product may only be used by one natural person and only on the equipment or infrastructure on which the Product is first installed or used.

If and to the extent that the Product is used by more or different users than those specified in this Article B.4.3 without the prior written consent of Autotelex, the Customer is obliged to pay the fee normally applied by Autotelex for that further use, all without prejudice to the other rights that Autotelex may have in respect of such unauthorised use, including the rights specified in Article B.8.

The Right of Use is granted subject to the ongoing condition of full and prompt payment by the Customer of the applicable fee for the Product.

B.4.4 The activities included in the Right of Use may only be performed for the Customer’s own business or professional operations but not in such away that the activities will or could lead to any form of exploitation of the Product or any part thereof, whether commercial or otherwise, by the Customer or by a third party unless this is permitted in the Licensing Agreement. The Customer is not permitted to issue or transfer or make available in any way to any third party the Product or copies of it or Right of Uses to it, to encumber these with restrictive rights or to contribute them to any company or joint venture unless Autotelex has given its prior written consent for this to be done.

B.4.5 Without prejudice to the provisions in Article B.4.2, the Customer is not permitted to integrate or add all or any part of the Product to software, electronic or other forms of data collection belonging to third parties or to the Customer itself, except to the extent that prior written consent to do so has been obtained from Autotelex or unless this is necessary for the purpose of use intended for the Product by Autotelex.

B.4.6 If the Product is made available to the Customer for online use, Autotelex will endeavour to provide the Customer with access to the Product for 24 hours per day (subject to maintenance downtime). Autotelex will, as far as possible, undertake or arrange for the requisite maintenance outside normal working hours.

B.4.7 The Customer is not permitted to make a backup copy of the Product unless (and only as far as) the Product comprises software and preparing a backup copy is necessary to safeguard continuity of the permitted use in the event of an emergency. In such cases, the Customer must notify Autotelex in advance of its intention to make a backup copy; the Customer is entitled to make a maximum of one single backup copy and must keep that backup copy in such a place and take such strict security measures as are necessary to ensure that the copy may not under any circumstances come into the hands of third parties.

B.4.8 The Customer is not permitted to decompile or reverse engineer the Product or in any other way to translate or process the software code unless (and only to the extent that) the Product comprises software and the said activities are covered by the ambit of Section 45m of the Dutch Copyright Act [Auteurswet] 1912, and only on condition that the Customer has notified Autotelex in advance of its intention to perform these activities, at the same time asking for the requisite information to be provided and if Autotelex has not provided that information to the Customer, on reasonable terms, within thirty days after receiving the request.

B.4.9 Unless specifically agreed to the contrary, and if the Product is a database or collection of information, the Right of Use also includes the transmission of Updates on a subscription basis or, depending on the nature of the Product, making Updates available online, on payment by the Customer of the fee that Autotelex charges for that service.

B.4.10 The Customer will afford Autotelex and any of its appointed third parties access to the (Customer’s) premises where the Product provided by Autotelex is located and used, for the purposes of inspection, maintenance as necessary and confirming proper compliance by the Customer with the Licensing Agreement and these General Conditions.

B.5 Delivery, installation and implementation; Risk

B.5.1 Autotelex will deliver the Product to the Customer, without dispatch and/or administration costs being charged to the Customer, at an address indicated by the Customer to Autotelex or else electronically, unless the costs of administration and/or dispatch are not discounted in the prices, in which case these expenses will be charged to the Customer separately.

B.5.2 Unless otherwise specifically agreed, the Customer itself must arrange for the installation and implementation of the Product on the basis of the Documentation provided by or on behalf of Autotelex.

B.5.3 Autotelex is never liable for any damage sustained by the Customer resulting from an incorrect installation or implementation of the Product by the Customer, unless that incorrect installation of implementation is the result of a lack of clarity or defect in the Documentation or can otherwise be attributed to negligence or intent on the part of Autotelex.

B.5.4 The Customer is bears the full risk in connection with the Product from the point of delivery as specified in Article B.5.1.

B.6 Helpdesk

B.6.6 If the Right of Use for the Product also includes the right to Updates, the Customer is also entitled to consult the telephone helpdesk at Autotelex in relation to questions and also any need for telephone support and advice concerning the use of the Product. Autotelex will endeavour to provide the support requested by the Customer or to ensure that the Customer’s questions on the use of the Product are answered adequately but cannot warrant that the support offered by the helpdesk will at all times be error free. Autotelex accepts no liability whatsoever in this regard.

B.7 Warranty and liability in relation to the Product

B.7.1 The Product may only be classified as having a defect (“Defect”) if it does not perform in accordance with the specifications set forth in the Documentation supplied to the Customer. Autotelex does not warrant that the Product is suitable for the normal or intended use or that it otherwise complies with any characteristics other than those set forth in the specifications.

B.7.2 Autotelex guarantees that it will do its best to resolve Defects as quickly as possible after the Product has been provided to the Customer, subject to the following provisions in this article. This warranty also applies to any Updates provided to the Customer from the time when an Update is made available to the Customer, provided that any obligation under this warranty for a previous version of the Product will lapse one month after the Update is made available.

B.7.3 The warranty specified in Article B.7.2 only applies to Defects that the Customer notifies to Autotelex in writing within the warranty period and extends only to repairing the Defect in a subsequent Update or else to Autotelex taking back the Product in return for repayment to the Customer of the fees it has paid for the defective Product.

B.7.4 The warranty contained in Article B.7.2 does not include investigating and/or rectifying Defects that:

cannot be reproduced; or
do not comprise a deviation from the specifications mentioned in Article B.7.1; or
are caused by inexpert use of the Product or use that is not commensurate with the Documentation, unless the Documentation itself is defective or unclear; or
are caused by a failure to comply with installation, implementation and/or user instructions for the Product issued to the Customer by or on behalf of Autotelex, unless the instructions are defective or unclear; or
are caused by using the Product on or in conjunction with equipment and/or software or other Products that do not comply with the specifications, including technical specifications, issued by or on behalf of Autotelex (in the Documentation or elsewhere); or
comprise the corruption or loss of data; or
are caused by defective performance of the equipment on or in which the Product is used (unless that was also supplied and guaranteed or maintained by Autotelex); or
are caused by defective performance of mains power, telecommunication or network facilities; or
are otherwise caused by factors that are not attributable to Autotelex; such investigation and/or rectification, if done by or on behalf of Autotelex at the Customer’s request, will be paid for by the Customer to Autotelex on the basis of the current standard tariffs applied by Autotelex. In the circumstances mentioned above, the Customer has no claim to replacement of the Product as specified in Article B.7.3.

B.7.5 If it is established in relation to the Product, in a judicial decision, that it is being used by end users in breach of intellectual property rights belonging to a third party, Autotelex will use its best endeavours to ensure that the Customer experiences the least possible impact of any such decision in its operational use of the Product and, if necessary, that the Product will be replaced by an amended version.

B.7.6 Reporting a Defect in terms of the warranty never entitles the Customer to suspend its payment obligations in relation to the Product.

B.8 Duration and termination of the Licensing Agreement

B.8.1 Unless explicitly otherwise agreed, the Right of Use is granted for an indefinite period and the Licensing Agreement may only be terminated or cancelled in the circumstances specified in this Article B.8.

B.8.2 Autotelex and the Customer may only cancel the Licensing Agreement prematurely with effect from the date occurring one year or any subsequent anniversary after the commencement date of the Licensing Agreement, observing a notice period of three months.

Cancellation must be effected in writing.

B.9 Privacy

B.9.1 Autotelex processes the Customer’s personal data for the purposes described in the privacy statement. The privacy statement may change at any time and can be consulted at www.autotelex.nl/juridisch. The Customer confirms that it has noted the terms of the privacy statement.

B.9.2 The following provisions apply to the extent that making the Product available or providing other services entails the processing of personal data on the instructions of the Customer.

Autotelex is the data processor for this processing. In that capacity, Autotelex will comply with all statutory obligations incumbent upon it under privacy legislation and will process the personal data in accordance with the specific instructions and directions of the Customer. In this regard, the Customer is the data controller.
By concluding this contract, the Customer instructs Autotelex to process personal data for it in the context of offering the Products and services. Autotelex will only undertake different processing of personal data on the Customer’s instructions or if it must do so by law.
The Customer agrees that Autotelex will render personal data anonymous and then continue to process it in the context of completing and supplementing datasets exploited by Autotelex and of improving its Products and services.
The Customer warrants to Autotelex that the processing of personal data provided by or on behalf of the Customer is lawful in respect of the data subjects, in accordance with privacy legislation, including in any event that the Customer has received consent from the data subject in question as far as necessary.
The nature and purpose of the processing as well as the type of personal data and the categories of data subjects will be specified for the Customer. The Customer itself decides which data will be processed by Autotelex and for what purposes. Autotelex has no influence on this.
Autotelex will only process or arrange the processing of personal data within the territorial boundaries of the European Economic Area (EEA).
Autotelex will take technical and organisational steps to secure the personal data against loss or any form of unauthorised processing and also to guarantee an appropriate degree of reliability (availability, integrity and confidentiality) of the personal data it processes. These measures will be appropriate, taking account of the current state of the art and costs involved, and will be designed in part to prevent unnecessary collection and further processing of personal data.
Should any breach unexpectedly occur at Autotelex, as a result of which there is a reporting obligation, Autotelex will notify the Customer of this as quickly as possible, without prejudice to the obligations incumbent upon Autotelex itself to take effective steps in order to reverse, as far as possible, any negative consequences of the incident and to limit any further negative consequences as far as possible.
Autotelex will, to the best of its ability, maintain a logbook of incidents as detailed in the previous paragraph as well as the steps taken in relation to such incidents and will allow the Customer to examine this, on request, as quickly as possible.
The Customer has obligations towards the data subjects (the individuals whose personal data will be processed by Autotelex for the Customer) on the basis of privacy legislation as well as its own obligations. The Customer bears full responsibility for complying with these obligations. Autotelex will cooperate to a reasonable degree with the obligations that the Customer must observe.
Autotelex, while retaining full liability for complying with the obligations in this agreement, may subcontract the processing of personal data or parts thereof to a third party (a sub-processor), provided that Autotelex ensures by means of a written agreement with the sub-processor that the essence of all obligations in relation to processing personal data that are incumbent upon Autotelex will also be incumbent upon that sub-processor. Autotelex will notify the Customer in advance of any changes to the sub-processors involved and afford the Customer an opportunity to object to such changes. The Customer will only be able to object if there appear to be serious objections against a particular sub-processor.
Personal data will be retained no longer than is necessary in the context of providing the services, subject to any legal obligations incumbent upon Autotelex to retain data. The assumption is that data need not be retained for longer than two months after the provision of the service has been completed, at which point Autotelex will delete the personal data it has processed unless the Customer makes different arrangements with Autotelex within that period. Autotelex can cooperate in converting the personal data for the Customer within the said two month period for an agreed fee.
Autotelex will make all information available to the Customer, on request, that is required to demonstrate compliance with privacy legislation and will facilitate audits/inspections by or on behalf of the Customer and assist with them.