- This Terms governs access to and use of the PRepute software developed and owned by Person and the associated services granted by Person (“PRepute“). This Terms is available at (prepute.com/terms-of-use) (hereinafter: “Website”).
- The Subscriber is authorized to add users with different permissions (Admin, PR manager, Follow upper, Client; hereinafter: “Users”) to its account (hereinafter: Account”). Subscriber has direct control over the Users’ accounts with rights described in the Terms. The Subscriber is obliged to ensure that the Users do not violate any of the clauses of the Terms.
- In the case that Person and an organisation conclude a special agreement on PRepute with different terms, the present Terms shall not be applied unless otherwise defined in the special agreement.
- PRepute is a Software-as-a-Service (SaaS) solution providing integrated PR features (e.g. events, press releases, stories) to manage and follow-up Subscriber’s stakeholders (e.g. media connections, social influencers, partners) and allows Subscriber to communicate with them in a simple and recorded way.
- PRepute is a subscription-based service with a specified pricing model, however, a free version as a demo of PRepute is also available. Subscriber may choose between the three available full versions of PRepute, the main functions and differences between the versions are specified in the pricing list under Annex 2 (hereinafter: “Pricing List”). The Pricing List is an integral part of this Terms, therefore applicable throughout the term of the contract under this Terms. All provisions of the Terms must be applied both to the paid versions and to the demo version unless stated otherwise in the Terms.
3. ACCEPTANCE AND CHANGES OF THE TERMS
- In case of a legal entity Subscriber, the person acting on behalf of the Subscriber (e.g. registration of the Subscriber, managing the Account) acknowledges and declares that he/she represents the Subscriber with full authority and he/she is fully liable for the steps taken should he/she be not a representative of the Subscriber.
- Person, in its sole and absolute discretion, may revise and change the PRepute and this Terms (including the Pricing List) from time to time and the most current version will always be posted on the Website. If a revision, in Person’s sole and absolute discretion, is material, Person will inform the Subscriber via email. Subscriber agrees that the use of and/or access to PRepute following the effective date of any revisions constitutes Subscriber’s acceptance of the revised Terms. If Subscriber does not agree with the revised Terms, Subscriber may terminate it under the rules of this Terms, after which the Subscriber is no longer eligible for the access to or use of PRepute.
- Person and Subscriber agree to derogate from and omit Sections 6:82-6:84 of Act V of 2013 on the Civil Code (“Civil Code”) and Sections 5 (2) and 6 (1)-(2) of Act CVIII of 2001 on E-commerce Services and Information Society Services (“E-commerce Act”) in line with Section 6:85 (2) of the Civil Code and Sections 5 (3) and 6 (4) of the E-commerce Act.
4. SCOPE OF USE
- Subscriber may grant one or more Users different level of permissions. Subscriber is entitled to grant, revoke, restrict, or suspend Users to use its account. Subscriber is liable for the Users activities with respect to the rights it has granted.
- Subscriber is solely responsible for maintaining the security of the Account and fully responsible for all activities that occur under the Account and any other actions taken in connection with the Account. Subscriber should never publish, distribute or post login information for the Account. Subscriber must immediately notify Person of any unauthorized uses of the Account or any other breaches of security. Person will not be liable for any acts or omissions by the Subscriber, including without limitation any damages of any kind incurred because of such negligence or breaches (e.g. data protection breaches).
- Subscriber agrees that Person will not be liable to the Subscriber or to any third party for any suspension or termination of its Account or any refusal of any access to or use of PRepute. Subscriber may only use the demo version after Person’s approval, granting the approval is within Person’s sole discretion, it shall not be liable for its decision regarding the approval. Subscriber is solely responsible for ensuring that the access to and the use of PRepute is in compliance with all laws, rules, and regulations applicable to the Subscriber. PRepute does not contain any solution to detect rooting or any malicious activity.
- Subscriber agrees to read any document posted on the Website relating to the usage of PRepute and to comply with the instructions and conditions specified therein.
- Most of the PRepute functions require to have access to internet connection. Unless the Subscriber’s and Users’ devices are connected to the internet through a Wi-Fi connection, the PRepute will access the internet through a mobile network, which may result in additional charges depending on the payment plan. In addition, the enjoyment of some features of PRepute may be affected by the suitability and performance of the device hardware or data access.
5. USER CONTENT
- The Subscriber is responsible for all content uploaded or created in PRepute by the Subscriber or the Users.
- Subscriber agrees to use PRepute to upload or create messages that are proper and appropriate. By way of example, and not as a limitation, Subscriber agrees that when using PRepute Subscriber will not:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
- upload or create any content that is unlawful or promotes unlawful activities;
- upload or create any content that is inappropriate, profane, defamatory, obscene, indecent;
- upload or create any content that is spam, constitutes unsolicited advertising, chain letters, or any form of lottery or gambling;
upload or create any files that contain images, photographs, software or other material protected by intellectual property laws, unless Subscriber owns or controls the rights thereto or have received all necessary consent to do the same;
- upload or create files that contain viruses, Trojan horses, worms, cancelbots, corrupted files, or any other similar software or programs that may damage, disrupt or limit the operation of another’s device or any other property;
- impersonate any person or entity, including any employees or representatives;
- violate any authentication or security measures;
- violate the privacy of any third party;
- violate any other applicable laws or regulations.
- Person shall not monitor, review or by any means access the content of the data uploaded or created by the Subscriber and its Users, even if the Subscriber explicitly requested so. Nevertheless, Person reserves the right to disclose, edit, refuse to post or remove any information or materials should that be necessary to satisfy any applicable law, regulation, legal process or governmental request.
- Person shall not be liable for any loss, deletion, removal or failure of delivery of the uploaded or created content.
6. AVAILABILITY AND SUPPORT
- Person guarantees that PRepute achieves a minimum of 90% availability for all the versions of PRepute
- Person provides support through the (firstname.lastname@example.org) email address.
- Person may provide additional support upon individual agreement.
7. INTELLECTUAL PROPERTY RIGHTS
- PRepute is a Software-as-a-Service (SaaS) product which means that the PRepute software is licensed on a subscription basis by the Subscriber. Person does not sell PRepute to the Subscriber, only provides the rights specified in this Terms.
- Person – unless contractual or legal regulations state otherwise – is the exclusive owner of all intellectual property rights relating to PRepute (hereinafter: “Intellectual Property Rights”). Intellectual Property Rights mean current and future worldwide rights under patent, copyright, trade secret, trademark, and other similar rights. Intellectual Property Rights extend to the whole PRepute software and its parts separately as well. Under this Terms, Person shall withhold all rights relating to PRepute, therefore Person does not transfer to the Subscriber and any other third parties any rights, title, and interest except for those that the Subscriber and Users are entitled to according to explicit and compulsory legal regulations or this Terms.
- Person grants the Subscriber and Users a limited, personal, non-exclusive, non-transferable, revocable right solely to use of and access to the PRepute.
- Subscriber and the Users shall not infringe the Intellectual Property Rights. Subscriber and Users are not entitled to
- reproduce, multiply or create derivative works from PRepute;
- lease, rent, lend, distribute, transfer, sublicense PRepute to a third person with or without a consideration or publicly display it;
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or algorithms of PRepute;
- modify, extend, transform the PRepute (in whole or in part), to separate it into parts;
- sell or re-sell PRepute.
- By providing Person any feedback, suggestion, recommendation or request (hereinafter: “Feedback”) relating to PRepute, Subscriber grants a worldwide, non-limited, irrevocable, royalty-free right to use, reproduce, distribute, transfer, sell, sublicense, publicly display or exploit in any other manner the Feedback. Subscriber warrants that it has all rights to share the Feedback with Person.
- Person may include Subscriber’s name and logo in a list of PRepute Subscribers on Person’s website or in promotional materials.
- Subscriber does not pay for the demo version.
- In order to change version, Subscriber must sign up for one of the paid versions by completing the order form that will automatically start the selected service.
- By signing up for one of the paid versions, Subscriber undertakes to pay all charges made in accordance with the Terms and the current pricing displayed in the Pricing List. Subscriber agrees that the subscription will continue until Person or the Subscriber terminate the Account in line with the Terms.
- The fee for the selected paid version is due in advance at the start of the selected payment period (monthly or yearly period). Person bills the costs of the SMS service the following month as it depends on the number of SMS sent by the Subscriber.
- Subscriber must pay the electronic invoice within 15 days from the invoice date by transferring the fee to Person’s bank account indicated on the payment request.
- Subscriber is solely responsible for all taxes, duties and other similar charges, imposed as a result of its receipt of services under this Terms, including without limitation sales, use, and value-added taxes.
9. TERM AND TERMINATION
- The Terms is effective between the contracting parties until the termination of the contract under this Terms.
- Subscriber may terminate the contract under this Terms and the Account by requesting the termination via email (see Section 6.2.), the termination will take effect 30 days after the day when Person receives Subscriber’s email. The termination makes the account data unavailable for the Subscriber and terminates the Account automatically.
- Person may terminate the contract by a notice (termination by notice) or without a notice (termination without notice).
- Termination by notice means the termination of the contract without any cause, which shall take effect 30 days following the date of Person’s notification.
- Termination without notice means the immediate termination of the contract, the effect of termination specified in Section 9.2. will take place immediately. Person may terminate the contract without notice in case of a serious violation of the Terms committed by the Subscriber or its Users. Subscriber’s violation is deemed serious, inter alia, in the following cases:
- Subscriber does not pay the fee due by 30 days under the Terms despite Person’s payment notice;
- Subscriber does not pay the fees under the Terms in due time at least three times in any given calendar year;
- Subscriber or its Users endanger the security or availability of PRepute;
- Subscriber or its Users violate the provisions of Section 7;
- Subscriber does not inform Person without delay after noticing that its Users do not comply with the provisions of the Terms, or they use PRepute in an improper manner.
- Person will not have liability for any termination of the contract under this Terms.
10. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
- PREPUTE AND ANY ADDITIONAL SERVICE ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS TERMS, PERSON DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, LACK OF MALWARE, USAGE OR TRADE PRACTICE. SUBSCRIBER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM PERSON OR THROUGH ACCESS TO OR USE OF THE SERVICES OF PREPUTE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF PREPUTE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE PREPUTE IS AT THE SUBSCRIBER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE SUBSCRIBER.
- TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR PERSON OR SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS, PERSON AND ITS AFFILIATES, SUPPLIERS, EMPLOYEES, PARTNERS, LICENSORS AND DISTRIBUTORS IS NOT LIABLE UNDER THIS TERMS FOR ANY (I) DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), OR (III) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF PERSON KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SOME FORM OF DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE SUBSCRIBER. NOTWITHSTANDING THE FOREGOING, PERSON’S TOTAL LIABILITY TO SUBSCRIBER FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF SUBSCRIBER’S USE OF PREPUTE, SHALL NOT EXCEED THE FEE INVOICED IN THE PRECEDING 12 MONTHS FOR PREPUTE.
- The Subscriber will indemnify, defend, and hold harmless Person against and from any third-party claims resulting from any negligence or wilful misconduct of the Subscriber, the Users, the Subscriber’s employees, agents, representatives or subcontractors of any tier in the performance or non-performance of its obligations under this Terms or in any way related to this Terms.
- If a claim of copyright, patent, trade secret, or other intellectual property rights violation is made against the Subscriber relating to PRepute, the Subscriber agrees to immediately notify Person, allow Person to control the litigation or settlement of such claims, and cooperate with Person in the investigation, defence, and/or settlement thereof. Person agrees to take control of the litigation and shall not indemnify the Subscriber. The Subscriber may participate in the litigation process at its own expense. If such a claim is made or, in Person’s opinion, is likely to be made, Person may suspend or terminate the contractual relationship under this Terms.
- Person processes third-parties’ personal data as a data processor by providing the functions of PRepute. In such cases, Person assumes that the data controllers (Subscriber or Users added by the Subscriber) have a lawful legal basis to process the personal data. According to Article 28 of the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council), processing by a processor shall be governed by a contract or other legal act under Union or Member State law, that is binding on the processor with regard to the controller and that sets out the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects and the obligations and rights of the controller. Annex 1 includes the Data Processing Agreement that governs the legal relationship between Person and Subscriber regarding the cases where Person qualifies as a data processor to ensure that any potential data processing in relation to the use of PRepute is in accordance with the Regulation No. 2016/679 of the European Parliament and of the Council (hereinafter: “GDPR”). The Data Processing Agreement is an integral part of this Terms, therefore applicable throughout the term of the contract under this Terms.
- GOVERNING LAW This Terms is governed by the Hungarian law.
- EXCLUSIVE JURISDICTION The contracting parties submit all their disputes arising out of or in connection with this Terms to the exclusive jurisdiction of the Budapest District Court for the II. and III. Districts or the Budapest Environs Regional Court depending on the case.
- NOTICES All communications and correspondence between the parties related to this agreement shall be in English. Notice given via email will be deemed to be delivered on the following business day after sending. All notifications by the Subscriber to Person should be made to the email posted on the Website. Person sends notices to the Subscriber to the e-mail given by the Subscriber.
- ENTIRE AGREEMENT The Terms contains all the terms and conditions of the agreement between Person and Subscriber. The Terms supersedes all previous oral or written arrangements, agreements or declarations between the contracting parties, and these earlier communications shall not be taken into account in the interpretation of the Terms.
- SEVERABILITY If any provision of the Terms is considered to be invalid or unenforceable, it shall not affect the other provisions. If any provisions of the Terms are found invalid by the competent court, all other terms and conditions of the Terms remain in force, if contracting parties had intended to conclude the Terms without the invalid part. The contracting parties shall take all reasonable steps to replace the invalid or unenforceable provision with a valid and enforceable provision that best replaces the original provision in terms of its purpose and effect.
- NON-WAIVER The failure of a Party to insist upon or enforce strict performance of any of the terms of this Terms or to exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of its right to enforce such terms or rights on any future occasion.
- ASSIGNMENT The Subscriber may not assign or transfer the contractual relationship under this Terms or any rights or obligations under this Terms or any other legal documents made by the contracting parties in relation to the subject of this Terms without the written prior consent of Person. Person may not assign the contractual relationship under this Terms or any rights or obligations under this Terms or any other legal documents made by the contracting parties in relation to the subject of this Terms without providing notice to the Subscriber, except Person may assign the contractual relationship under this Terms or any rights or obligations under this Terms or any other legal documents made by the Parties in relation to the subject of this Terms or any rights or obligations under thereof to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is invalid.
- NO AGENCY Person and Subscriber are not legal partners or agents but are independent contractors. To avoid any doubts, the relationship between the Parties shall not create any partnership or joint-venture.
- NO THIRD-PARTY BENEFICIARIES There are no third-party beneficiaries to this Terms. Without limiting this section, the User is not third-party beneficiaries to Subscriber’s rights under this Terms.
- FORCE MAJEURE Neither party shall be liable for the non-, defective- or late-performance of the Terms if it is caused by a force majeure event. If a force majeure event occurs, the concerned party shall notify in writing the other party without delay. An unavertable event is considered as force majeure if it is arising from reasons beyond the parties control, especially (i) qualified extraordinary situation (state of national crisis, a state of emergency, state of danger, installation of the special legal order) or any other situation that can be defined as a disastrous situation, irrespective of the actual announcement of the qualified extraordinary situation, or the announcement of a catastrophe, (ii) strike or any similar work stoppage, with the exception of the work stoppage carried out by the employees of the Party. During a force majeure event, the Terms is suspended in that part where the performance of the Terms is not possible due to the force majeure event.
Data Processing Agreement Between the Data Processor and the Data Controller Based on the GDPR
1. The Purpose of Data Processing
- The purpose of the data processing by the Service Provider (Processor, Person) is to perform the services under the Terms. This Data Processing Agreement shall apply only to the personal data uploaded or shared by Subscriber or Users in the PRepute.
- The Service Provider cannot, in the context of normal operation, access any documents and texts—i.e. personal data as defined in the GDPR (hereinafter: “Personal Data”)—uploaded or otherwise created by the Subscriber or the Users in PRepute. Person will only have the right defined in the Terms to access the Personal Data.
- Pursuant to the above, data processing operations by the Processor are limited to the storage of the Personal Data, however, the Processor may check the Document in order to make sure that the Subscriber (Controller) is using PRepute in accordance with the Terms. Accordingly, the Processor will not be aware of the Personal Data, nor whom the data subjects, unless it is necessary to satisfy any applicable law, regulation, legal process or governmental request. Concerning the Personal Data appearing in PRepute, the Subscriber shall represent that it had obtained the data subjects’ consent to data processing or that it has other legal grounds regarding data processing. The Subscriber shall furthermore examine whether the data processing complies with the principles of purpose limitation and minimum data as laid down in the Data Protection Rules. The Subscriber shall be obliged to act with particular diligence in the case of Personal Data constituting special data based on the Data Protection Rules. The Processor will not be subject to any liability whatsoever in case the Controller uploads or create such document that contains unlawfully obtained or stored Personal Data. Should the Processor incur any damage despite that, the Subscriber shall be obliged to fully indemnify the Processor.
2. The Subscriber’s Rights and Obligations
- The Subscriber shall process Personal Data in line with the Data Protection Rules.
- The Subscriber acknowledges that the Service Provider will have no access to Personal Data while providing the PRepute service, unless it is necessary to satisfy any applicable law, regulation, legal process or governmental request. So, the Subscriber will not have the right to give any data processing related instructions to the Service Provider that would require accessing the Personal Data. In particular, the Service Provider cannot correct, delete or block Personal Data, nor cancel data processing in respect of a data subject’s Personal Data.
- While this Data Processing Agreement remains in effect, the Subscriber shall be obliged to retain its authorisation to control the Personal Data (i.e. it must have an appropriate legal basis for processing the data subject natural persons’ data throughout the entire duration of the Service).
- Subscriber is solely responsible for the personal data uploaded or created by the Users.
3. The Service Provider’s Rights and Obligations
- The Service Provider may not use Personal Data for purposes other than those specified in the Terms and this Data Processing Agreement.
- The Service Provider shall be obliged to process Personal Data in compliance with the applicable Data Protection Rules.
- The Service Provider will make available all information to the Subscriber that may be necessary to certify compliance with the data processor’s obligations specified in this Data Processing Agreement and the Data Protection Rules.
- The Service Provider will consent to the Subscriber conducting the data protection audit prescribed in the GDPR.
- The Service Provider will process Personal Data during the term of the contractual relationship between the parties. The expiry of the Terms between the parties will result in the expiry of this Data Processing Agreement.
- The Service Provider is entitled to transmit the Personal Data in the mandatory cases prescribed by the Data Protection Rules, upon being called to do so by a competent court or the Data Protection Authority. If the Data Protection Authority or the competent court discloses such a decision to the Service Provider, the Service Provider will inform the Subscriber without undue delay, before taking any action requested in connection with the Personal Data, or—where the Data Protection Authority or the competent court expects a prompt response or one in a short time—as soon as reasonably possible, unless the applicable Data Protection Rule or decision explicitly prohibits informing the Subscriber in this way.
- The Service Provider shall ensure that individuals authorised to access files containing Personal Data commit to a non-disclosure obligation or that they will be subject to an appropriate non-disclosure obligation based on legislation.
- The Service Provider will make any and all technical and organisational arrangements that may be required to preserve the confidential nature and integrity of the Personal Data, furthermore to ensure their accessibility (and will document such arrangements appropriately), moreover will be obliged to safeguard the Personal Data from unauthorised use.
- The Service Provider shall regularly review the effectiveness of the technical and organisational arrangements it uses.
- In the case of a personal data breach, including the breach of data security to a degree that may lead to the inadvertent or unauthorised destruction, loss, alteration, disclosure or the unauthorised accessing of Personal Data, the Processor shall be obliged to take all necessary steps required by the Data Protection Rules.
4. Returning or Destruction of Personal Data
- In case the Service Agreement expires for any reason whatsoever, the Service Provider will delete Personal Data (or the documents containing Personal Data) in compliance with the Terms.
5. Transmission of Personal Data
- The Service Provider will not transmit Personal Data to any country outside the European Economic Area (EEA). Having regard to the fact that the Service is also accessible—in case of internet connection—from countries outside the European Economic Area (EEA), the Processor will perform the transmission of requested Personal Data in such cases, however, the Subscriber having requested the data transmission shall bear any and all liability associated with such data transmission (particularly establishing the secure IT environment required for data transmission).
6. Subprocessors (subcontractors)
- The Service Provider currently engage the following subprocessors in providing its service under the Terms:
- Rackforest Kft. (seat: 1132 Budapest, Victor Hugo utca 18-22. 3. em. 3008.; registration number: 01-09-914549; email: email@example.com): Providing server services.
- Webonic Kft. (seat: 8000 Székesfehérvár, Budai út 9-11.; registration number: 07-09-025725; email: firstname.lastname@example.org): Providing server services.
- Twilio UK Limited (seat: 7 Soho Square, 5th Floor, London, W1D 3QB, UK): Providing newsletter services.
- SendGrid Inc. (seat: 1801 California Street, Suite 500, Denver, Colorado 80202): Providing newsletter services.
- Developio Informatikai Kft. (seat: 1142 Budapest, Szőnyi út 21/A; email: email@example.com): Providing IT services.
- The Service Provider shall be obliged to regularly audit the performance of its subprocessors and will be liable for the conduct of its subprocessors as if it had acted on its own.
7. Data Protection Audit
- During the term of this Data Processing Agreement the Subscriber and/or a reputable independent third-party auditor the Subscriber designates will have the right to examine the Service Provider and its subprocessors’ facilities, moreover to verify whether or not the Service Provider operates its data protection system in compliance with the provisions set out in this Data Processing Agreement, if it is suspected that the Processor fails to comply with any provision in this agreement.
- Notwithstanding the above, this audit may not extend to the examination of data belonging to the Service Provider’s other Subscribers, furthermore, will not grant access to information related to the Service Provider’s security systems/measures. The Processor must be notified about audits initiated by the Subscriber at least 30 days in advance. The notification shall reason the necessity of the audit and shall describe its envisaged scope. Audits may not trigger the unreasonable interruption of the Processor’s workflows, and may not exceed a duration of 30 days, which may be extended once in justified cases. Auditing may not involve (i) direct access to the qualified trust service provider’s IT systems and premises, (ii) disturbing the Processor’s employees and causing significant extra work for them. To avoid any misunderstanding, the Parties confirm that the Subscriber will bear the costs related to data protection audits.