A. WHEREAS, AirHelp Germany GmbH, a Germany company (“AirHelp”) and Concur Holdings (Netherlands) B.V., a Dutch corporation (“Concur”) have entered into a Platform Agreement (the “Platform Agreement”) that allows Concur’s corporate customers to benefit from the AirHelp services described herein;
B. WHEREAS, the Company (as defined below) is a Concur customer and now wishes to use the AirHelp services as described herein in accordance with the agreement(s) it has in place with Concur, the Platform Agreement and the terms of this Agreement (as defined herein).
1.1 These Terms of Use (the “Agreement”) constitute the legally binding agreement between the Company and AirHelp with regards to the provision of the Services. By having accepted these terms: (i) the Company agrees to be bound by the terms of the Agreement and (ii) the person accepting on the terms on behalf of the Company warrants that they have the authority to bound the Company to the terms of this Agreement.
2.1 In this Agreement, rules of interpretation are set out in and, unless the contrary intention appears, capitalized terms shall have the meanings set forth in Schedule 1 (Definitions).
3.1 During the Term, AirHelp will provide the full automation service as described in this Clause 3 (“Full Automation”).
3.2 Company will provide AirHelp with the Booking Data.
3.3 AirHelp will on behalf of the Company compare the Booking Data with the Flight Data for the purpose of matching End Users who may be eligible for the Compensation Service with regards to flights booked through the Company (the “Match”).
3.4 AirHelp will on behalf of the Company and using the e-mail domains of the Company inform the individuals in the Match by email of their potential entitlement to Flight Compensation (the “E-mail”). The E-mail shall include an option for the matched End User to use the Compensation Service through a Link.
4.1 The Parties agree and acknowledge that an End User’s use of the Compensation Service is governed by the AirHelp Terms, and the AirHelp Terms form the sole contractual relationship between the End User and AirHelp with regards to the provision of the Compensation Service by AirHelp to the End User.
4.2 Company agrees and acknowledge that AirHelp will in its sole discretion decide which claims for Flight Compensation to pursue on behalf of an End User.
5.1 All consideration for the provision of the Services are governed by the Platform Agreement, and no fees or charges are payable under this Agreement between AirHelp and the Company.
6.1 Except as expressly specified in this Clause 7, nothing in this Agreement shall be deemed to grant to one party rights in IPR or Confidential Information of the other party or its Affiliates. Each party agrees to reproduce copyright legends that appear on any materials provided by the other party, irrespective of ultimate ownership of the underlying IPR.
6.2 AirHelp IPR. Notwithstanding anything contained in this Agreement, Company agrees and acknowledges that AirHelp (or AirHelp’ Affiliates, AirHelp Third Parties or licensors, or AirHelp Third Parties as the case may be) owns the AirHelp IPR.
6.3 Company IPR. Notwithstanding anything contained in this Agreement to the contrary, AirHelp agrees and acknowledges that Company (or Company’s Affiliates, subcontractors or licensors, as the case may be) owns the Company IPR or IPR provided to AirHelp or its Affiliates, by or on behalf of Company, in connection with Company’s performance of its obligations under the Agreement.
7.1 The Parties agree to comply with the terms of Schedule 2 (Data Processing Terms) with regards to the Processing of Personal Data pursuant to Full Automation.
7.2 The Parties agree that for the purposes of providing the Compensation Service or any other products and services made available by AirHelp to an End User, AirHelp will be a data controller.
7.3 Each Party shall comply with their respective obligations under applicable Data Protection Legislation at all times as they apply to the performance of their obligations under this Agreement, in the jurisdictions in which they are performing their obligations under this Agreement.
7.4 The Parties shall at all times have in place appropriate technical and organizational security measures so that Personal Data is protected against unauthorized or unlawful Processing and against a Personal Data Breach.
7.5 The Parties, in exercising their respective rights and performing their respective obligations under this Agreement shall comply with applicable Data Protection Legislation and shall not, as far as is reasonable, do anything or permit anything to be done which has the effect of placing the other Party in breach of applicable Data Protection Legislation.
7.6 The Parties agree to provide reasonable assistance to each other to facilitate the handling of any Personal Data Breach. Each Party shall promptly notify any potential or actual Personal Data Breach to the other Party as well as remedial steps taken to mitigate any adverse effects through mechanisms specified by the other Party to enable it to comply with its own Personal Data Processing obligations.
8.1 This Agreement shall commence on the Effective Date and continue unless otherwise terminated in accordance with this Clause 8 (the “Term”).
8.2 Either party may terminate this Agreement at any time immediately upon written notice to the other if: (i) there is a material breach by the other of any term or condition of this Agreement which is incapable of remedy or which, if capable of remedy, is not remedied within thirty (30) days following receipt of a written notice from the other party specifying the breach and requiring the same to be remedied; or (ii) the other party ceases to carry on business.
8.3 This Agreement will terminate immediately (i) upon termination of the Platform Agreement for any reason, (ii) termination of the Company Concur Agreement, or (iii) for convenience upon thirty (30) days written notice by either Party.
8.4 In the event of termination of this Agreement: (i) save as otherwise provided all rights, licenses and obligations of each party under this Agreement shall automatically terminate; and (ii) each party shall forthwith return to the other all Confidential Information of the other party then in its possession.
9.1 Each party will retain ownership of all Confidential Information (and any copies thereof) disclosed to or acquired by the other party pursuant to this Agreement and may require the immediate return of such Confidential Information (and any copies thereof) at any time.
9.2 Each party will maintain the confidentiality of the other’s Confidential Information and in particular will: (i) only use such information for the purposes of this Agreement; (ii) only disclose such information to those of its employees or sub-contractors who need to know it for the purposes of, or as permitted under, this Agreement; and (iii) if it becomes aware of any misuse or unauthorized disclosure of any party’s Confidential Information promptly notify that party and take all reasonable steps to prevent further misuse or unauthorized disclosure and to minimize the damage resulting therefrom.
9.3 Each party will be responsible for the compliance with this Clause 9 on the part of any of its employees or third persons to whom Confidential Information relating to the other party is imparted by it for the purposes of this Agreement.
9.4 The obligations set out in this Clause 9 will not apply to any information which: (i) is or comes into the public domain other than through any act or default of the receiving party; (ii) the receiving party can prove by documentary evidence was already in its possession at the time of its receipt from the disclosing party and that the receiving party was free from any obligation of confidence or in respect of such information; (iii) is subsequently disclosed to the receiving party by a person who did not acquire the information directly or indirectly from the disclosing party and that the receiving party was free from any obligation of confidence or in respect of such information; or (iv) the receiving party is obliged to disclose by applicable law or by order of a court of competent jurisdiction or by a governmental or regulatory body.
10.1 Each party warrants: (i) it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (ii) it has all the requisite corporate power, approvals and authority to execute, deliver, receive and perform its obligations under this Agreement; and (iii) it has obtained all governmental and regulatory licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement, except to the extent that the failure to obtain any such licenses, authorizations, approvals, consents or permits is, in the aggregate, not material.
10.2 AirHelp warrants to the Company that Full Automation shall be provided with due care, skill and diligence, and in accordance with good practices of the information technology industry with respect to comparable services and performance standards. This constitutes AirHelp’ sole warranty with respect to provision of Full Automation and any AirHelp products and services unless otherwise agreed in this Agreement.
10.3 Except as otherwise expressly provided in the Agreement, and except for any implied warranties or terms that cannot be excluded by Law, neither party makes any representations, covenants, conditions or warranties, whether express or implied, including warranties of title or implied warranties of merchantability, satisfactory quality or fitness for a particular purpose, non-infringement, accuracy, availability, or error or bug-free or uninterrupted operation. AirHelp makes no representations or warranties that the Compensation Service will result in Flight Compensation for End Users.
11.1 Each party (the "Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party, including, if applicable, its officers, trustees, employees, and agents (collectively, the "Indemnified Party"), from any and all liability, judgments, settlements, claims, fines, penalties, damages, losses, costs, expenses (including reasonable attorneys' fees), or injury caused by, arising out of, or resulting from any third-party claim alleging the Indemnifying Party is infringing or misappropriating such third-party’s intellectual property rights. In the event Indemnified Party seeks indemnification or defense from Indemnifying Party under this provision, Indemnified Party will promptly notify Indemnifying Party in writing of the claim(s) brought against Indemnified Party for which Indemnified Party seeks indemnification or defense.
11.2 EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS CLAUSE 11.2, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS CLAUSE 11.2, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE HUNDRED THOUSAND (100,000) EUR. THE ABOVE LIMITATION OF LIABILITY IS A FUNDAMENTAL BASIS OF THE BARGAIN, AND NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT ABSENT SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF CERTAIN TYPES OF DAMAGES, AND/OR WARRANTIES, AND CONDITIONS. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS AGREEMENT DO NOT APPLY IF AND ONLY IF AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION MANDATE LIABILITY BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS.
11.3 The exclusions and limitations in Clause 12.2 do not apply to the Indemnities in Clause 11.1, breaches of a Party’s obligations under Clause 7 (Data Protection), 9 (Confidential Information), or any of the warranties in the warranties in Clauses 1 and 10 (Warranties).
12.1 In the event of any Force Majeure which delays, interferes with or causes the cessation of the performance by either party of its obligations thereunder, upon notice of Force Majeure being given in accordance with the provisions of Clause 13.1 below, the duty of the affected party to perform such obligations shall forthwith be suspended or limited (in so far as circumstance permit performance) until such Force Majeure shall have ceased.
12.2 If either party is affected by Force Majeure, it shall promptly notify, in writing, the other party of the nature and extent of the circumstances in question.
12.3 If by reason of the Force Majeure the fulfilment by a party of any of the provisions of this Agreement is delayed for a period exceeding one hundred and eighty (180) Business Days (such period to commence from the date when notice of Force Majeure is given), the other party hereto shall have the right to terminate this Agreement forthwith by written notice to the other first party.
13.1 Governing law. This Agreement shall be exclusively governed by and construed in accordance with the laws of Germany, without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of Germany.
13.2 Jurisdiction. Any legal suit, action, or proceeding arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in Berlin, Germany, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
13.3 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
13.4 Assignment. All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective transferees, successors and permitted assigns. Neither this Agreement nor the rights or obligations of either party under this Agreement may be assigned without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed; provided that AirHelp may assign this Agreement and its rights and obligations under this Agreement without the prior written consent of the Company to any of its Affiliates.
13.5 Modifications. This Agreement may not be varied or amended otherwise than by an instrument in writing signed by the duly authorized representatives of both parties.
13.6 Remedies. Except as expressly provided for under this Agreement, the rights and remedies provided for in this Agreement are to the exclusion of all other rights and remedies at law. Without prejudice to the provisions of this Clause, the only remedy available to either party for breach of this Agreement shall be for breach of contract under and subject to the terms of this Agreement.
13.7 Non Waiver. There will be no waiver of any term, provision or condition of this Agreement unless such waiver is evidenced in writing and signed by the waiving party. No omission or delay by either party in exercising any of its rights will be treated as a waiver thereof, nor will any single or partial exercise of right preclude any other or further exercise thereof or any exercise of any other right. For the avoidance of doubt it is agreed that a waiver of a right on one occasion will not constitute a waiver of such right in the future.
13.8 Severability. If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term of provision or part thereof shall to that extent be deemed not to form part of this Agreement and the validity and enforceability of the remainder of this Agreement shall not be affected. The parties agree that should any such term or provision or part thereof be invalid or unenforceable then they shall agree to amend such term of provision in such a way that, as amended, it is valid and enforceable and to the maximum extent possible carries out the original intent of the parties.
13.9 Notices. All notices, notifications, requests, demands or determinations required or provided pursuant to this Agreement shall be in writing and may be sent in hard copy in the manner specified in this clause, by e-mail transmission (where receipt is acknowledged by the recipient).
13.10 No Partnership. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties or confer on any party any authority to bind the other party or to contract in the name of the other party or to incur any liability or obligation on behalf of the other party.
13.11 Costs. Each party shall bear its own costs, legal fees and other expenses incurred in connection with the preparation and execution of this Agreement.
13.12 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
“Affiliate(s)” means, with respect to each party, any other company or person that, directly or indirectly, Controls, is Controlled by or is under common Control with such party.
“AirHelp Data” means all data and information generated, processed, received, inputted, provided or stored by AirHelp (including in the AirHelp Platform) in electronic or hardcopy format, and whether or not relating to its own or its Affiliates’ or customers’ or business partners’ operations, facilities, passengers, personnel, assets and programs, in whatever form that information may exist. It includes AirHelp Performance Data, Content, and End User Data (except for End User Personal Data) and any third party data relating to any of the foregoing.
“AirHelp Group” means AirHelp and any AirHelp Affiliate.
“AirHelp IPR” means the IPR in any software, documentation, database or information used or developed by or on behalf of AirHelp in the provision of Full Automation, the Compensation Service or in fulfilment of this Agreement, including: (a) the AirHelp Platform; (b) any other software developments produced by AirHelp; (c) AirHelp’ Confidential Information; and (d) AirHelp Data.
“AirHelp Performance Data” means robot measurement data of the Company Customers’ usage of the AirHelp Platform, Company Customers’ user system logging based data, incident records, problem tracking records, incident management reports, problem management reports and similar data relating to AirHelp Platform or service performance measurement.
“AirHelp Platform” means the combination of networks, systems, servers and associated infrastructure, including any hardware, software, tools and dashboards, which are operated and/or controlled by AirHelp, and used to provide Full Automation, the Compensation Service and any products and services that AirHelp provides to End Users.
“AirHelp Terms” means the terms and conditions, published on the AirHelp Websites and updated from time to time, which govern an end-user’s use of the Compensation Service and constitute the agreement between AirHelp and the end-user for the provision and use of the AirHelp products and services.
“AirHelp Third Parties” means Third Parties who are engaged by AirHelp to provide goods or services to it.
“Booking Data” means the data provided by Company relating to Company Customers’ booking of airline tickets.
“Company” means the Company that has accepted the terms of the Agreement to receive the Services.
“Concur Company Agreement” means the agreement or set of agreements whereby Company has contracted with Concur to receive Concur products and services.
“Company Customers” means any customer of the Company’s products and services. Company Customer may be other travel sellers, companies, or End Users.
“Company IPR” means IPR generated or provided by Company, excluding AirHelp IPR.
“Compensation Service” means the AirHelp service of facilitating End Users in receiving Flight Compensation from airlines resulting from certain air travel disruption as described in the AirHelp Terms.
“Confidential Information” means this Agreement and the terms thereof, all information of a party or its Affiliates marked “confidential”, “restricted” or “proprietary” by either party or its Affiliates, and any other information of a party or its Affiliates that is treated as confidential by the disclosing party and would reasonably be understood by the receiving party to be confidential, whether or not so marked, including: (a) any software or components provided by either party under the Agreement; (b) any software, components or other products and services, the provision of which is under discussion between the parties during the Term (including in connection with any pilot or similar arrangement); (c) attorney or solicitor-client privileged materials or work product; and/or (d) either party’s company information, pricing, strategic plan, account information, research information, trade secrets, financial/accounting information, human resources and personnel information, internal or external audits, lawsuits.
“Content” means all (descriptive) information of flights, airlines, compensation guidelines, statistics, compensation rules and regulation available on the AirHelp Website (including any updates, modifications, replacements, additions or amendments).
“Control” means, with respect to an entity, the possession, directly or indirectly, of the power or right to direct or cause the direction of the management or policies of entity, whether through the ownership of share capital and/or voting securities, by contract or otherwise, it being understood that beneficial ownership of over fifty (50) per cent or more of the voting securities of another person shall in all circumstances constitute control of such other person and “Controlled” and “Controlling” shall be construed accordingly.
“Cyber Crime” any crime that involves a computer, a network, or the internet, including computer-related extortion, fraud and forgery, and unauthorized access to or interference with data, identity theft, software and media piracy, web-site vandalism, release of Viruses and worms, (distributed) denial of service attacks, invasion of privacy, cyber-spying and illegal hacking.
“Data Protection Legislation” means all applicable laws and regulations relating to the Processing of Personal Data and privacy, including the EU’s General Data Protection Regulation (2016/679/EC), and all laws and regulations implementing or made under them and any amendment or re-enactment of them. For the avoidance of doubt, any reference to compliance with Data Protection Legislation by a Party shall mean compliance with such Data Protection Legislation as, and insofar as, they apply to such Party.
“Data Subject” means an identified or identifiable natural person.
“Effective Date” means the date upon which the terms of the Agreement are accepted by the Company.
“End User” means any individual who is a potential customer of the Compensation Service.
“End User Data” means all data and information generated, inputted or stored in the AirHelp Platform as a result of the Compensation Service and relating specifically to End Users.
“Flight Data” means data that AirHelp compiles from its own sources or AirHelp Third Parties to monitor flight delays and cancellations.
“Flight Compensation” means any compensation paid to an End User arising from the Compensation Service as described in the AirHelp Terms.
“Force Majeure Event” means any act of God, natural disasters (e.g., fire, flood, earthquake, elements of nature), hostilities, acts of terrorism or crime including Cyber Crime, riot, explosion, sabotage, acts of government, change of Law and lock-outs and/or industrial disputes (to the extent that such lock-outs and/or industrial disputes do not arise solely in relation to the affected party’s own personnel), or any other cause beyond the reasonable control of either party (including, in the case of AirHelp, its subcontractors).
“Full Automation“ has the meaning given in Clause 3.1.
“Intellectual Property Rights” or “IPR” means any and all patents, utility models, registered and unregistered trade and service marks, registered designs, rights in unregistered designs, trade and business names, rights in domain names, copyrights and moral rights, rights in any object code or source code, database rights, rights in inventions, know-how, trade secrets and other Confidential Information, and all other intellectual property rights of a similar or corresponding character, whether or not registered or capable of registration and whether subsisting in any country, territory or part of the world together with all or any goodwill relating thereto.
“Match” has the meaning given in Clause 3.3
“Personal Data” means any information that relates to an identified or identifiable living individual.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by either Party.
“Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Virus“ means any code, program or sub-program whose known or intended purpose is to damage or interfere with the operation of the computer system containing the code, program or sub-program, or to halt, disable or interfere with the operation of software, code, a program or a sub-program, itself; or any device, method or token that permits any person to circumvent the normal security of the software or the system containing the code.
“Website” means with regards to AirHelp the websites of the AirHelp Group, and with regards to the Company, the websites of the Company.
1.1 This Schedule 2 (Data Processing Terms) in accordance with Clause 7(Data Protection) of the Agreement governs the Processing of Personal Data with respect to Full Automation.
2.1 The Parties agree and acknowledge that an End User’s use of the Compensation Service or purchase of any AirHelp Product and the Processing of any Personal Data relating thereto shall be subject to the AirHelp Terms.
2.2 The Parties agree that: (i) Section 3 of this Schedule shall only apply to the where AirHelp Process as a processor for the Company the Personal Data of Company Customers and/or End Users pursuant to the provision by AirHelp to the Company of Full Automation services; (2) Section 4 of this Schedule shall apply to each Party’s Processing of the Personal Data of End Users where an End User’s use of the Compensation Service or purchase of any AirHelp Product.
3.1 For the Processing of Personal Data pursuant to the Agreement, AirHelp shall:
3.1.1 Process the Personal Data only in accordance with the instructions from the Company as set out in the Agreement;
3.1.2 Ensure that persons authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
3.1.3 At all times have in place appropriate technical and organizational security measures so that Personal Data is protected against unauthorized or unlawful Processing and against a Personal Data Breach, to ensure a level of security appropriate to the risk of Processing Personal Data;
3.1.4 Assist the Company, taking into account the nature of the Processing, by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company’s obligation to respond to requests for exercising the Data Subject’s rights;
3.1.5 Assist the Company in ensuring compliance with the obligations relating to the security of Personal Data, taking into account the nature of Processing and the information available to AirHelp;
3.1.6 At the choice of the Company, delete or return all the Personal Data to the Company after the end of the provision of Full Automation services relating to Processing, and delete existing copies unless Union or Member State law requires storage of the Personal Data;
3.1.7 Make available to the Company all information reasonably necessary to demonstrate compliance with obligations laid down in the Data Protection Legislation and allow for and contribute to audits, including inspections, conducted by the Company or another auditor mandated by the Company;
3.1.8 With regard to Section 3.1.7 inform the Company, if it is the opinion of AirHelp that, an instruction given by the Company, infringes the Data Protection Legislation or other Union or Member State provisions on data protection.
3.2 Information about the Processing
3.2.1 Pursuant to the Agreement, the Company instructs AirHelp to execute the following tasks: (a) AirHelp receives Personal Data from the Company such as names, e-mail addresses and/or booking references of the customers of the Company; (b) AirHelp shall on behalf of the Company compare the Data Subject’s Personal Data, received from the Company, with the flight data available to AirHelp, from time to time.
3.2.2 The comparison can be performed multiple times. The Personal Data will be stored in a form, which permits identification of Data Subjects, for no longer than is necessary for the purpose of matching Data Subjects with a potential entitlement to monetary compensation under any law, regulation, directive or similar, whether issued on state, federal, EU, national or regional level, that establishes rules on monetary compensation, damages or refund to air passengers in relation to flights purchased via the Company.
3.2.3 AirHelp shall on behalf of the Company and using the email domains of the Company inform, by e-mail, the matched Data Subjects of their potential entitlement to monetary compensation.
3.2.4 The e-mail shall include an option for the matched Data Subjects to pursue their potential entitlement to monetary compensation.
3.3 Sub-processors (Another processor)
3.3.1 AirHelp may engage another processor to provide the services under the Agreement. The Customer provides a general authorization for the use of sub processors.
3.3.2 AirHelp shall inform the Company of any sub-processors used in the provision of the services under the Agreement and any intended changes concerning the addition or replacement of processors.
3.3.3 AirHelp shall only use processers providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the Data Protection Legislation.
3.3.4 AirHelp shall remain fully liable to the Company for the performance of that other processor’s obligations.
3.4 Notification of Personal Data Breach. AirHelp shall notify the Company’s DPO, without undue delay, any Personal Data Breach it becomes aware of, together with all relevant information and documents that is available to AirHelp, to allow the Company to make the necessary assessment as to whether a notification to supervisory authorities or Data Subjects is required.
3.5 Privacy Impact Assessments and Prior Consultations
3.5.1 AirHelp shall, taking into account the nature of Processing and information available, provide assistance to the Company in the performance of a privacy impact assessment (“PIA”) that the Company needs to carry out, in accordance with the Data Protection Legislation.
3.5.2 AirHelp shall also provide assistance to the Company in the performance of any prior consultation to the supervisory authority that the Company wishes to carry out, in accordance with the Data Protection Legislation.
4.1 The Parties agree that for the purposes of providing the AirHelp Products to an End User, the AirHelp will be a data controller of the Personal Data of the End User and the following provisions apply:
4.1.1 The Parties shall only Process Personal Data for the following agreed purposes: in the case of AirHelp, the provision of the AirHelp Products and related services by AirHelp and in the case of the Company, the sale of travel related products and services by Company to Company Customers.
4.1.2 Each Party shall comply with their respective obligations under applicable Data Protection Legislation at all times as they apply to the performance of their obligations under this Agreement, in the jurisdictions in which they are performing their obligations under this Schedule 3.
4.1.3 The Parties shall at all times have in place appropriate technical and organizational security measures so that Personal Data is protected against unauthorized or unlawful Processing and against a Personal Data Breach.
4.1.4 The Parties, in exercising their respective rights and performing their respective obligations under this Schedule 2 shall comply with applicable Data Protection Legislation and shall not, as far as is reasonable, do anything or permit anything to be done which has the effect of placing the other Party in breach of applicable Data Protection Legislation.
4.2 The Parties agree to provide reasonable assistance to each other to facilitate the handling of any Personal Data Breach. Each Party shall promptly notify any potential or actual Personal Data Breach to the other Party as well as remedial steps taken to mitigate any adverse effects through mechanisms specified by the other Party to enable it to comply with its own Personal Data Processing obligation.