FL3XX GMBH
Version 1.4 - 20 Feb 2020
This FL3XX Online Services for Business (“Service” or “Services”) is provided by FL3XX GmbH, an Austrian company (“FL3XX”), to its customer (“Customer”). These General Terms and Conditions (“GTC”) are effective and integral to the principal agreement (“Subscription”) between FL3XX and the Customer.
a. “Active Item” means any item within the services that FL3XX provides to the Customer (“Service”) that has changed status, or been caused to change status, or caused other items inside or outside the Service to change status.
b. “Admin Account(s)” means the administrative account(s) that FL3XX provides to the Customer for the purpose of administering the Services. The use of the Admin Account(s) requires a password, of which FL3XX will provide to the Customer.
c. “Administrators” mean the Customer-designated personnel who administer the Services on the Customer’s behalf.
d. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control of either Party.
e. “API” means Application Programming Interface, or the software program that enables the exchange of data between the Service and a TPS.
f. “Billable Item” means any item in the Service that is defined in the Pricelist with a fee.
g. “Brand Features” include the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by that party from time to time.
h. “Confidential Information” means information disclosed by a party to the other party under the Subscription that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is the Customer’s Confidential Information.
i. "Customer Contact" means persons designated and entitled by the Customer to communicate with FL3XX for matters concerning the Services.
j. “Customer Data” means data, including email, provided, generated, transmitted, or displayed via the Services by Customer or End Users.
k. “Effective Date” means the date that both parties have executed this agreement
l. “Emergency Security Issue” includes a Customer’s use of the Services in violation of the Acceptable Use Policy, another customer’s use of the Services in a violative way, or unauthorized third-party access to the Services.
m. “End Users” mean the individuals the Customer permits to use the Services.
n. “End User Account” means an account that the Customer establishes through the Services for an End User.
o. "Feature Request" means a request by a Customer Contact to incorporate a new feature or enhance an existing feature of the Services that is currently not available as part of the existing Services.
p. “Fees” mean the amounts that FL3XX invoices to the Customer for the Services used by the Customer.
q. “High Risk Activities” include uses such as the operation of military flights, air traffic control, life support systems, or other activities where the use or failure of the Services could lead to death, personal injury, or environmental harm.
r. “Intellectual Property Rights” mean current and future international rights under patent law, copyright law, trade secret law, trademark law, ethics law, and other similar rights.
s. "Maintenance" includes work that is performed on hardware or software that delivers the Services.
t. “Notification Email Address” means the email address designated by Customer to receive email notifications from FL3XX. Customer may change this email address through the Admin Console.
u. “Pricelist” means the list published on the website http://fl3xx.com, which lists the Fees for the use of Services.
v. "Priority" means the level of impact with which a Request impacts the Customer’s operations, and which is used to establish target response times. P1: Critical Impact = Service Unusable in Production; P2: High Impact = Service Use Severely Impaired; P3: Medium Impact = Service Use Partially Impaired; P4: Low Impact = Service Fully Usable.
w. "Request" means a request from Customer to FL3XX, for technical support to resolve a question or problem report regarding the Services.
x. “Service(s)” means the services provided by FL3XX to the Customer as contemplated by the Subscription.
y. “SLA” means the Service Level Agreement, a separate document published on http://fl3xx.com.
z. “Suspend” or “Suspension” means the disabling of access to the Services, or components of the Services, as applicable, to prevent use of the Service contemplated by the subscription.
aa.“Taxes” means any duties, customs fees, or taxes (other than FL3XX’s income tax) associated with the sale of the Services, including any related penalties or interest.
bb. “Term” means the term of the Subscription, which begins on the Effective Date and continues until the Subscription naturally expires or is terminated.
cc. “Third Party Request” means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.
dd. “TPS” means Third Party System, or systems that are not owned or operated by FL3XX, which may be connected to the Services to add functionality to the Services or to the TPS, at the option of the Customer. Connection of Services to TPS is requested by and operated under the responsibility of the Customer.
a. Services Summary.-- The Services include a web-based, end-to-end solution for aviation service providers. These Services provide the capability to sell, schedule, dispatch flights, manage all the related information, send and receive messages, and to create reports.
b. Interoperability.-- The Services may connect with TPS, and to interact with them to provide increased functionality. However, the functions and benefits gained by collaborating with a TPS are not guaranteed, and the Service’s operation may be limited by the availability of the TPS. So, the Customer explicitly waives any and all claims over the availability of any function in connection with TPS.
a. Authority to Enter the Subscription.-- Each party represents that it has full power and authority to enter into the Subscription.
b. Legal Compliance.-- Each party warrants that it complies with all laws and regulations applicable to its provision or use of the Services.
c. Financial Stability.-- Each party warrants that it possesses ample financial resources to provide, use, and pay for the Subscription.
d. Service Provision.-- FL3XX warrants that it possesses all licenses necessary to provide the Services, in accordance with the SLA.
e. Disclaimers.-- To the fullest extent permitted by applicable law, except as expressly provided in this GTC, neither party makes any other warranty of any kind, whether express, implied, statutory or otherwise, including but not limited to warranties of merchantability, and/or fitness for a particular use. FL3XX makes no representations about any content or information made accessible by or through the services.
a. Compliance.-- The Customer shall use the Services in compliance with the Acceptable Use Policy and this GTC. FL3XX may create new Services, add or modify features, and/or adjust functionality from time to time, the use of which hinges upon Customer’s agreement to additional terms.
b. Customer Administration of the Services.-- The Customer may specify one or more administrators, who possess access Admin Account(s) to manage End User Accounts. The Customer understands that FL3XX’s responsibilities do not extend to the internal management or administration of the Services; and that FL3XX is merely a data-processor, while the Customer is the data-controller. So, the Customer and its Administrator(s) are responsible for:
c. Changes To Services.-- The Customer’s Administrators may request, install, remove, and order special features and functions, including when those features and functions are provided, of which may result in additional costs.
d. Support Service Level.-- The Customer shall select the desired Support Service Level. The effective Support Service Level is displayed in the Service.
e. End User Consent.-- The Customer’s Administrators possess the ability to access, monitor, use, and/or disclose data to End Users within the End User Accounts. The Customer shall obtain and maintain all required consents from End Users to ensure access, monitoring, use, and disclosure of this data and make it available to FL3XX upon request.
f. Authorized Users.-- The Customer may provide access to the Service to any of its employees or other persons working directly under its own control or under the direct control of controlled companies. Any person not under agency-type control may not be provided use of the Services without FL3XX’s prior written consent. Any such person or company employing such person shall directly enter in an agreement with FL3XX for the use of the Services.
g. Unauthorized Use.-- The Customer shall use commercially reasonable efforts to both prevent unauthorized use of the Services, and to terminate any unauthorized use. The Customer shall promptly notify FL3XX of any unauthorized use of, or access to the Services of which it suspects.
h. Restrictions on Use.-- Unless FL3XX specifically agrees in writing:
i. Third Party Requests.-- The Customer shall respond to Third Party Requests. FL3XX will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with the Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide the Customer with the information or tools required for the Customer to respond to the Third Party Request. The Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact FL3XX only if it cannot reasonably obtain such information.
j. Acceptable Use Policy.-- The Customer itself shall not, and shall not allow third parties or its End Users to use the Services:
k. Consequences for Unacceptable Use.-- The failure of the Customer to comply with the above Acceptable Use Policies may result in suspension, or termination, of the Services.
a. Compliance.-- The Services provided comply with relevant regulations on data privacy and protection. Specifically, the Data Protection Agreement (the “DPA”) specifies compliance with the European General Data Protection Regulation (GDPR).
b. Data Security and Transfer.-- All facilities used to store and process Customer Data adhere to commercially-reasonable security standards. FL3XX uses these measures to ensure the security and confidentiality of Customer Data, to protect against anticipated threats or hazards to the security or integrity of Customer Data, and to protect against unauthorized access to or use of Customer Data. As part of providing the Services, FL3XX may transfer, store, and/or process Customer Data in any country in which FL3XX maintains facilities. By using the Services, Customer consents to this transfer, processing, and storage of its Data.
c. Data Safety.--FL3XX takes all commercially reasonable steps to protect Customer’s data from loss and/or damage. These procedures include daily backups for the prior 30 days, and live replication of database holding Customer data. FL3XX protects all the data by commercially-reputed cloud-services suppliers.
d. FL3XX Domain Name Ownership.--FL3XX provides its Services to Customer under its own Domain Names. The Customer does not own or control the FL3XX Domain Names. Further, FL3XX is under no obligation to provide the Customer with any Services other than those provided under section 1 above. Customer explicitly waives any and all claims over the use of the Domain Names under which the Services are provided.
a. Invoicing.-- The Customer shall pay for the Services on a monthly basis starting at the Start of Service, as defined below.
b. Start of Service.-- The Service shall start when FL3XX has (i) created the Services, (ii) made them accessible to the Customer, and (iii) provided the access-credentials to the Customer.
c. Fees.-- The applicable fees are listed on the Pricelist.
d. Additional Costs and Fees.-- Travel and lodging costs that FL3XX incurs are not included in any of the Fees and shall be invoiced to the Customer at additional costs.
e. Invoices.-- FL3XX shall send invoices for Service Fees at the end of each calendar month, of which are due 30 days after the invoice date. When FL3XX invoices for additional services that are not part of the original Subscription, including but not limited to training, customer-requested development, software cleanup, upload of historical data, creation of interfaces to other systems, and collection of data from other sources, the Customer shall pay those costs before those respective additional services are provided.
f. Installation and Setup fees.-- Installation and Setup fees are invoiced when the order is placed or when the work starts.
g. Customer-requested development fees.-- Customer-requested development fees are invoiced in two parts. When the order is placed and before the work starts FL3XX shall invoice 85% of the agreed total value. When the order is delivered to and accepted by the Customer, FL3XX shall invoice the remaining 15% of the agreed value, plus any expenses incurred, plus any additional work requested during the work. The acceptance by the Customer is due within 2 weeks from the date of delivery of the work. Failure of the Customer to report any issues within this term means the Customer accepts the work as delivered.
h. Payments.-- The Customer shall make all payments within 30 days of receipt of the invoice. Any late payments which are due or overdue will carry a late payment fee. All payments are non-refundable.
i. Forms of Payment.-- The Customer shall pay FL3XX by direct deposit, wire transfer, or by agreement between the parties. And, the Customer shall seek FL3XX’s written approval before changing the method of payment. And, these alternate other forms of payment may be subject to additional costs.
j. Delinquent Payments.-- All payments due and payable that are not received by FL3XX are deemed delinquent. Delinquent payments incur interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. The Customer shall be responsible for all reasonable expenses (including attorneys' fees) incurred by FL3XX in collecting such delinquent amounts, except where such delinquent amounts are due to FL3XX's invoicing inaccuracies. For each notice sent for delinquent payments, a charge in the amount defined in the Pricelist is added to the overdue invoice.
k. Suspension for Non-Payment.--
l. Termination After Suspension.-- If Customer’s Service remains suspended for more than ninety (90) days, FL3XX may terminate the Service for breach.
a. Tax Liability.-- The Customer shall be responsible for any and all Taxes resulting from the Subscription.
b. Tax Payment.-- The Customer shall pay FL3XX for the Services without any reduction for Taxes. If FL3XX must collect or incur Taxes from the Service, those Taxes will be invoiced to the Customer, unless the Customer provides FL3XX with a valid tax exemption certificate or method authorized by the relevant taxing authority. If the Customer is required by law to withhold any Taxes from its payments to FL3XX, Customer must provide FL3XX with official documentation to support such payments.
a. By Customer.-- Customer shall, at its own expense, respond to questions and complaints from End Users or third parties relating to the Customer’s or End Users’ use of the Services. The Customer shall use commercially reasonable efforts to resolve support issues before escalating them to FL3XX.
b. Support Service Level.-- The Customer shall select the desired Support Service Level. The effective Support Service Level is displayed in the Service.
c. By FL3XX.-- If Customer cannot resolve a support issue consistent with the section above, then Customer may escalate the issue to FL3XX in accordance with the SLA. FL3XX shall provide Support to the Customer in accordance with the SLA.
a. By Customer.-- The Customer shall, under its own policing powers, promptly suspend any End User account that violates this GTC, the SLA, and/or the DPA, until that End User cures that breach.
b. By FL3XX.-- If FL3XX becomes aware of an End User’s violation of this GTC, the SLA, and/or the DPA, then FL3XX may request that the Customer Suspend the applicable End User Account. If the Customer fails to comply with FL3XX’s request to Suspend an End User Account, then FL3XX may do so unilaterally. The duration of any Suspension by FL3XX will endure until the relevant End User has cured the breach that caused the Suspension.
a. Emergency Security Issue.-- Notwithstanding the foregoing, if there is an Emergency Security Issue, then FL3XX may unilaterally Suspend the offending use. That Suspension shall endure the minimum extent and duration, so required to prevent or terminate the Emergency Security Issue.
a. Party Obligations.-- Each party shall:
b. Use of Confidential Information.-- Each party and any affiliates, employees, and agents to whom it has disclosed Confidential Information may use Confidential Information only to the extent it requires to exercise its own rights and fulfill its obligations under this GTC, while using reasonable care to protect it. Each party shall be responsible for any actions of its affiliates, employees, and agents in violation of this section.
c. Exceptions.-- Confidential Information does not include information that:
d. Required Disclosures.-- Each party may disclose the other party’s Confidential Information when required by law but only after it, uses commercially reasonable efforts to notify the other party, and gives the other party the chance to challenge the disclosure, if legally permissible.
e. Personal Information.-- The Services may contain personal information of End Users and personal information of other people in connection with the Customer’s activities. FL3XX shall use all commercially reasonable technologies to protect all personal information. The Customer shall maintain and protect all personal information contained in the Services.
f. Financial Information.-- The Services may contain financial information of End Users and financial information of other people or companies in connection with the Customer’s activities, such as credit card numbers. FL3XX shall use all commercially reasonable technologies to protect financial information. The Customer shall be responsible for the storage and use of personal or corporate financial information, and explicitly indemnifies FL3XX of any and all responsibility arising from financial information stored or manipulated in the Services, unless FL3XX is deemed negligent or careless in the implementation of the Services.
g. Exchange of Information with Third Parties.-- The Services allow for the exchange of information from the Customer to a third party, and from a third party to the Customer. The Customer shall accept the transmission and reception of information to and from the Services, and shall accept responsibility for the security and integrity of the transferred data.
a. Research and Development.-- From time to time, FL3XX shall undertake research to improve its services and its understanding of the business and market logic. To effect such research, FL3XX may extract information and process it directly or indirectly with its own tools or with third party tools. All extraction and processing shall be performed with diligence and with respect to the European General Data Protection Regulation and any other relevant regulations. Furthermore, all data shall be manipulated at all stages of such activities so that neither personal nor corporate information is released. And, FL3XX shall possess the rights to release the results of its research within the boundaries stated in this GTC.
a. Intellectual Property Rights.--Except as expressly stated otherwise, these GTC do not grant either party any rights, implied or otherwise, to the other Party’s content or any of the other party’s intellectual property. As between the parties, the Customer owns all Intellectual Property Rights in the Customer Data, while FL3XX owns all Intellectual Property Rights in the Services.
b. Display of Brand Features.-- Customer shall grant FL3XX the ability to display some Customer Brand Features within the Service. And, FL3XX shall grant Customer the ability to display FL3XX Brand Features. But, neither party may display or use the other party’s Brand Features beyond what is allowed for in this GTC without the other party’s prior consent.
c. Brand Features Limitation.-- Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this GTC with written notice to the other party and with a reasonable period to stop the Brand Feature use.
d. Property Rights of User Data.-- The Services may contain information of End Users and information of other people or companies in connection with the Customer’s activities, such as names, aircraft details, or flight details. The Customer is the sole owner of this information (“Customer Information) and FL3XX possesses no rights in this information. Other information provided by other sources, including airport information, maps, and weather data, remains the property of the respective copyright holder(s).
e. Possible Infringement.-- If FL3XX reasonably believes the Services infringe upon a third party’s Intellectual Property Rights, then FL3XX will:
a. Term Beginning.-- The Term begins on the Effective Date of the Subscription and expires on the 31 of December, 30 years after the Effective Date, unless terminated sooner by either Party.
b. Minimum Term.-- The Subscription may not be terminated within six (6) months of the Effective Date.
c. Involuntary Termination.-- Either party may Suspend or Terminate the Subscription with immediate effect if:
d. Voluntary termination.--
e. Effects of Termination.-- If the Subscription terminates, then:
a. By Customer.-- Customer indemnifies, defends, and holds harmless FL3XX from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding:
b. By FL3XX. - FL3XX indemnifies, defends, and holds harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that FL3XX’s technology used to provide the Services or that any FL3XX Brand Feature infringes upon or misappropriates any patent, copyright, trade secret, and/or trademark of a third party. Notwithstanding the foregoing, in no event shall FL3XX maintain any liability under this Section arising from:
c. General.- The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money requires that party’s prior written consent, such consent shall not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. The indemnities above are the parties’ sole remedy under this GTC, and the corresponding Subscription, for the other party’s violation of a third party’s Intellectual Property Rights.
a. Limitation on Indirect Liability.-- Neither party shall hold the other party liable under this GTC for lost revenues, indirect, special, incidental, consequential, exemplary, or punitive damages, even if the party knew or should have known that such damages were possible and even if direct damages do not satisfy the other party’s proven damages.
b. Authority Approval.-- If the Service is approved by the Customer, the Customer shall maintain full responsibility for obtaining an air operator’s certificate from the respective authoritative body. And, that approval or denial shall not constitute performance as contemplated by the Subscription or this GTC.
c. Limitation on Amount of Liability.-- Neither party shall be held liable for an amount greater than the amount paid by the Customer to FL3XX during the twelve months prior to the event giving rise to liability.
d. Exceptions to Limitations.-- These limitations of liability apply to the fullest extent permitted by applicable law, but do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or indemnification obligations.
Notices.-- Unless specified otherwise, all notices must be in writing and addressed to the attention of the other party’s legal department or primary point of contact.
b. Assignment.-- Neither party may assign or transfer any part of the Subscription without the written consent of the other party, except to an affiliate, but only if:
c. Force Majeure.-- Neither party shall be held liable for inadequate performance caused by a condition that was created by something unforeseeable and beyond that party’s reasonable control (a natural disaster, act of war, terrorism, riot, governmental action, and Internet disturbance).
d. No Waiver.-- Failure to enforce any provision of this Subscription does not constitute a waiver of that provision.
e. Severability.-- If any provision of the Subscription is found unenforceable, the remainder of the Subscription remains in full force and effect.
f. No Agency Created.-- The parties are independent contractors, and the Subscription does not create an agency, partnership, or joint venture.
g. No Third-Party Beneficiaries.-- There are no third-party beneficiaries to the Subscription.
h. Equitable Relief.-- Nothing in the Subscription will limit either party’s ability to seek equitable relief.
i. Governing Law.-- The Subscription is governed by Austrian law. For any dispute arising out of or relating to the Subscription, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in Vienna, Austria.
j. Amendments.-- From time to time, FL3XX may make commercially reasonable amendments to the Services, the GTC, the SLA, the DPA or the Pricelist and any other legal texts as available at the URL https://www.fl3xx.com/legal/ (the “Amendments”). FL3XX shall inform the Customer in writing of the Amendments before they become effective. The Customer, having received a notice of Amendment, has one (1) month from that notice to accept or reject the Amendments. Then,
a. Third Party System.--When the Customer requests the connection of the Service to a Third Party System (“TPS”), Customer expressly grants permission to FL3XX to connect the Service to the TPS and transfer data from the Service to the TPS and from the TPS to the Service. The data transferred may include all data necessary to achieve the goals of the respective TPS.
b. Data Protection.--The data transfers between the Service and the TPS shall comply with the DPA.
c. Duration of TPS Connections.--The TPS connection shall continue until the end of the Term of this Subscription, unless terminated sooner by the Customer via written notice to FL3XX.
This Service Level Agreement and technical support services guidelines (“SLA”) apply to support services provided by FL3XX to its Customers for the Services, of which comprises part of the FL3XX Customer Agreement ("Subscription") between: (i) FL3XX GmbH ("FL3XX") acting on its own behalf and as agent for each FL3XX Affiliate; and (ii) the FL3XX Customer defined in the Subscription ("Customer") acting on its own behalf and as agent for each of its affiliates.
The terms used in this SLA should be construed together with the Subscription, and General Terms and Conditions (“GTC”). Capitalized terms not otherwise defined herein are defined in the GTC. Except as modified below, the terms of the Subscription shall remain in full force and effect.
In consideration of the mutual obligations described herein, the parties agree that the provisions below shall be added as an Addendum to the Subscription.
a) Support.-- The Customer will receive the Support level requested in the respective Subscription, including automatic product upgrades of the Services, maintenance updates of the Services, online self-help tools, access to the support-service team, and
b) Customer Efforts to Fix Errors.-- Prior to making a Request to FL3XX, the Customer shall use reasonable efforts to fix any error, bug, malfunction or network connectivity defect without escalating it to FL3XX. Subsequently, the Customer may submit a written Request through the tools provided by FL3XX.
c) Priority Level.-- Each Request by an End User to FL3XX shall be labeled appropriately. Upon receiving a Request from a Customer’s End User, FL3XX will consider the request and determine whether the Request is a P1, P2, P3, or P4 priority. The different levels of Priority are defined as:
d) Mislabeled Requests.-- FL3XX may determine that a Request is mislabeled, and FL3XX will inform the Customer of this change. Any such determination made by FL3XX is final and binding on the Customer. The Customer may appeal the reclassification to FL3XX management through any available support channel.
e) Procedures for Acknowledgement and Resolution of Requests.-- When making a Request, the Customer will provide requested diagnostic information including: (i) describing of the problem, and the configuration of the Customer’s network; (ii) providing relevant data; and (iii) communicating further via email or telephone to answer questions and assist FL3XX Support Personnel as appropriate.
f) Request Acknowledgement.-- FL3XX will respond to a Request by acknowledging receipt of the Request. Customer acknowledges and understands that FL3XX may be unable to provide answers to or resolve all Requests.
g) Feature Requests.-- If FL3XX deems a Request a Feature Request, FL3XX will consider adding the Request to a future update or release of the Services, and will consider the matter closed. FL3XX is under no obligation to respond to or resolve any Feature Request or to include any such Feature Request in any future update or release.
a) FL3XX Help Center.-- Customer’s End Users of the Services are provided support solely through the FL3XX Help Center, which is accessible at http://app.fl3xx.com/ or another URL that FL3XX may provide. The Customer shall be responsible for responding to any questions and complaints by End Users or other third parties relating to Customer’s or its End Users’ use of the Services, with such support services to be provided at Customer's own expense.
b) Support Hours.-- Access to FL3XX support is provided as follows:
c) Target Initial Response Times.-- The response times provided by FL3XX to the Customer are dependent on the Support level subscribed by the Customer in the Subscription, in conjunction with the level of priority of the issue requiring the support.
d) Credentials Required.-- a current and active Customer ID and Password may be Required to Access Support. The FL3XX online Help Center is available to all End Users of the Services. It is the responsibility of the Customer to provide valid login credentials to its End Users.
a) Monthly Uptime.-- During the Term of the Subscription, the Services will be operational and available to Customer at least 99.9% of the time in any calendar month ("Uptime"). If FL3XX does not meet the Uptime, and if Customer meets its obligations under this SLA, Customer may receive a Service Discount described below, which the Customer shall use as the exclusive remedy for FL3XX’s failure to meet the Uptime obligation.
b) Service Discount.-- For any full percentage point (1%) below the Uptime, the monthly invoice shall be discounted by 10% of the total amount due, up to and not exceeding 10% below the Uptime.
a) Updates.-- FL3XX may update the SLA from time to time, of which will not adversely affect the Customer.
b) Planned Maintenance.-- To ensure optimal performance of the Services, FL3XX performs periodic Maintenance. Most often, Maintenance will have limited or no impact on the availability and functionality of the Services. FL3XX will make all reasonable attempts to schedule maintenance events that are expected to have an impact on the Services at the time of lowest impact. If FL3XX expects planned Maintenance to negatively affect the availability or functionality of the Services, FL3XX will use commercially reasonable efforts to provide at least four days notice of the Maintenance to affected users.
c) Unscheduled Maintenance.-- FL3XX may perform emergency unscheduled Maintenance at any time. If FL3XX expects such unscheduled Maintenance to negatively affect the availability or functionality of the Services, FL3XX will use commercially reasonable efforts to provide advance notice of such Maintenance.
d) Support Term.-- FL3XX shall provide the support services described in this SLA during the term of the Subscription, and will have no obligation to provide any support services to Customer after the expiration or termination of such Subscription.
e) SLA Exclusions.-- This SLA does not apply to any services that expressly exclude the SLA, or any performance issues (i) caused by factors described in the "Force Majeure" section of the Subscription; or (ii) that resulted from equipment not within FL3XX’s primary control, like the Customer's equipment or third-party equipment, or both.
This Data Processing Agreement ("Agreement") forms part of the Contract for Services under the FL3XX General Terms and Conditions (the "Principal Agreement"). This Agreement is an amendment to the Principal Agreement and is effective upon its incorporation to the Principal Agreement, which incorporation may be specified in the Principal Agreement or an executed amendment to the Principal Agreement. Upon its incorporation into the Principal Agreement, this Agreement will form a part of the Principal Agreement.
We periodically update this Agreement. If you have an active FL3XX account, you will be informed of any modification by email.
The term of this Agreement shall follow the term of the Principal Agreement. Terms not defined herein shall have the meaning as set forth in the Principal Agreement.
Processor shall:
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
The Service offered by FL3XX GmbH is FL3XX ("FL3XX").
Description of the data processing carried out on behalf of the Controller
In addition to the information provided elsewhere in the Agreement, the Parties wish to document the following information in relation to the data processing activities.
The data processing performed by the Data Processor on behalf of the Controller relates to the service of end-to-end email communication. The data processing details and procedure can be found in the Company's Privacy Policy at https://www.fl3xx.com/legal/
Collection, processing and use of personal data. Personal data are only collected if you disclose them to us. Otherwise, no personal data will be collected. Your personal data may be processed beyond the statutory authorization conditions only on the basis of your express authorization.
As part of the registration for our newsletter, you provide us with your email address and other optional information. We use these data solely for the purpose of sending you the newsletter. When you register for our newsletter, we store your data until you cancel your subscription to our newsletter. You can unsubscribe at any time via the link in the newsletter intended for this purpose, or by sending us the appropriate notification. By unsubscribing, you revoke the use of your email address.
Your personal data (e.g. title, name, house address, e-mail address, phone number, bank details, credit card number) are processed by us only in accordance with the provisions of European data privacy laws. The following provisions describe the type, scope and purpose of collecting, processing and utilizing personal data. This data privacy policy applies only to our web pages. If links on our pages route you to other pages, please inquire there about how your data are handled in such cases.
Affected data: Data communicated for contract execution; if necessary, additional data for processing on the basis of your express consent.
Processing Purpose: Contract execution.
Categories of recipients: Public authorities in the event of priority legislation.
External service providers or other contractors. Other external bodies in so far as the data subject has given his consent or a transmission is permitted due to a prevailing interest.
Third-country transfers: As part of contractual execution, processors could also be used outside the European Union.
Duration of data storage: The duration of data storage depends on the statutory storage requirements and is usually no longer than 1 year.
When you visit our websites, your browser transmits certain data to our web server for technical reasons. The following data are recorded during an ongoing connection for communication between your internet browser and our web server:
For reasons of technical security, in particular to prevent attacks on our web server, we store these data for a short period of time. It is impossible to discern the identity of individual persons based on this data. After seven days at the latest, the data is anonymized by shortening the IP address at the domain level, so that it is no longer possible to establish any reference to the individual user. The anonymized data will also be processed for statistical purposes. We don’t compare any data to data in other databases or forward them to third parties, even in excerpts.
This website uses Google Analytics, a web analysis service of Google Inc. (Google). Google Analytics uses cookies, i.e. text files stored on your computer to enable analysis of website usage by you. Information generated by the cookie about your use of this website is usually transmitted to a Google server in the United States and stored there. In case of activated IP anonymization on this website, however, your IP address is previously truncated by Google within member states of the European Union or in other states which are party to the agreement on the European Economic Area. Only in exceptional cases is a full IP address transmitted to a Google server in the United States and truncated there. On behalf this website’s owner, Google will use this information to evaluate your use of the website, compile reports about website activities, and provide the website’s operator with further services related to website and Internet usage. The IP address sent from your browser as part of Google Analytics is not merged with other data by Google. You can prevent storage of cookies by appropriately setting your browser software; in this case, however, please note that you might not be able to fully use all functions offered by this website. In addition, you can prevent data generated by the cookie and relating to your use of the website (including your IP address) from being collected and processed by Google, by downloading and installing a browser plug-in from the following link: http://tools.google.com/dlpage/ gaoptout?hl=en.
This website uses Google Analytics with the extension “anonymizeIP()”, IP addresses being truncated before further processing in order to rule out direct associations to persons.
This website uses Google Ads Conversion Tracking, a web analysis service of Google, Inc. (“Google”). Google Ads Conversion Tracking also uses “cookies,” which are stored on your computer and facilitate an analysis of how you use the website. The information generated by the cookie about your use of this website will be transmitted to a Google server in the USA and stored there. Google will use this information to evaluate your use of the website, to compile reports on website activity for website operators, and to provide other services related to website use and Internet use. Google will also transmit this information to third parties, where applicable, if this is required by law or to the extent third parties process this data on behalf of Google. Google will not link this data with other Google data under any circumstances. You can prevent the use of cookies in general if you disallow the storage of cookies on your browser.
Following a subscription to the newsletter, your e-mail address is used for our own advertising purposes until you cancel your subscription to the newsletter. Cancellation is possible at any time. The following consent has been expressly granted by you separately, or possibly in the course of an ordering process: (you have been subscribed to a newsletter mailing list).
You may revoke your consent at any time with future effect. If you no longer want to receive the newsletter, then unsubscribe as follows: click the unsubscribe button, or email [email protected] directly.
You have the right to obtain information, correction, deletion or of the processing of your stored data at any time, the right to object to processing and a right to data portability in accordance with the requirements of data privacy laws, which you can address to the data protection officer of FL3XX GmbH.
You can also submit complaints to the Austrian Data Protection Authority (www.dsb.gv.at).
According to the Federal Data Protection Act, you have a right to free-of-charge information about your stored data, and possibly entitlement to correction, blocking or deletion of such data. Inquiries can be directed to the following e-mail addresses: ([email protected])
IITR GmbH
Rechtsanwalt Dr. Sebastian Kraska, Geschäftsführer der IITR GmbH Marienplatz 2 80331
München [email protected]
Telefon: +49 89 189 173 60
Please contact us if you have questions about this Data Privacy Policy. You can write to us at FL3XX GmbH, Kolingasse 11, 1090 Vienna, Austria. You can request if and which data we have stored about you, at any time. Furthermore, you can send us information, requests for deletion and corrections as well as suggestions by email ([email protected]) or by letter.
FL3XX GmbH
Kolingasse 11
1090 Vienna
Paolo Sommariva
E-Mail: [email protected] Web: www.fl3xx.com
Entry in Handelsregister
Register Number: FN 346531 f
Register Court: Handelsgericht Wien
IITR GmbH
Rechtsanwalt Dr. Sebastian Kraska, Geschäftsführer der IITR GmbH Marienplatz 2
80331 München [email protected]
Telefon: +49 89 189 173 60
Accountability for content
The contents of our pages have been created with the utmost care. However, we cannot guarantee the contents’ accuracy, completeness or topicality. According to statutory provisions, we are furthermore responsible for our own content on these web pages. In this context, please note that we are accordingly not obliged to monitor merely the transmitted or saved information of third parties, or investigate circumstances pointing to illegal activity. Our obligations to remove or block the use of information under generally applicable laws remain unaffected by this as per §§ 8 to 10 of the Telemedia Act (TMG).
Accountability for links
Responsibility for the content of external links (to web pages of third parties) lies solely with the operators of the linked pages. No violations were evident to us at the time of linking. Should any legal infringement become known to us, we will remove the respective link immediately.
Copyright
Our web pages and their contents are subject to Austrian copyright law. Unless expressly permitted by law (§ 44a et seq. of the copyright law), every form of utilizing, reproducing or processing works subject to copyright protection on our web pages requires the prior consent of the respective owner of the rights. Individual reproductions of a work are allowed only for private use, so must not serve either directly or indirectly for earnings. Unauthorized utilization of copyrighted works is punishable (§ 106 of the copyright law).
We use social plug-ins from facebook.com, operated by Facebook Inc., 1601 S. California Ave, Palo Alto, CA 94304, USA. The plug-ins can be recognized by way of the Facebook logo or the supplement “Facebook Social Plug-in”. For example, if you click on the “Like” button or leave a comment, the relevant information is transmitted directly from your browser to Facebook and stored there. Furthermore, Facebook makes your likes public for your Facebook friends. If you are logged into Facebook, it can assign the invocation of our page directly to your Facebook account. Even if you are not logged in or don’t have a Facebook account, your browser sends information (e.g. which web pages you have called up, your IP address) which is then stored by Facebook. For details about the handling of your personal data by Facebook and your related rights, please refer to the data privacy policy of Facebook: http://www.facebook.com/policy.php. If you do not want Facebook to map data collected about you via our Web sites to your Facebook account, you must log out of Facebook before you visit our web pages.
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