A. GENERAL CONDITIONS OF USE OF THE PLATFORM
Version in force as of June 10, 2024
SUMMARY
1. DEFINITIONS
2. PROPERTY RIGHTS
3. LICENSE TO USE
4. USAGE RESTRICTIONS
5. PASSWORD
6. ACCESS TO DMS LOGISTICS DOCUMENTATION
7. PERSONAL DATA
8. INFORMATION SECURITY
9. CONNECTION
10. WARRANTY LIMITATION
11. SUSPENSION OF SERVICES
12. MODIFICATION OF TERMS
PREAMBLE
THESE TERMS OF USE (“TERMS”) GOVERN YOUR USE OF THE LOGISTICS MANAGEMENT PLATFORM AND ASSOCIATED SERVICES (“SERVICES”) PROVIDED BY DMS LOGISTICS, A SIMPLIFIED JOINT-STOCK COMPANY LOCATED AT 7 RUE DE LA RÉPUBLIQUE, 13001 MARSEILLE, REGISTERED UNDER NUMBER 885 016 493 (“DMS LOGISTICS”). THESE TERMS ARE CONTRACTUAL AND APPLY TO ALL UPDATES AND UPGRADES THAT MAY BE PROVIDED BY DMS LOGISTICS UNDER THIS AGREEMENT.
USING THE LOGISTICS MANAGEMENT PLATFORM IS SUBJECT TO ACCEPTANCE OF THESE TERMS. BY ACCESSING THE LOGISTICS MANAGEMENT PLATFORM OR OTHERWISE INDICATING YOUR CONSENT, YOU ACCEPT THESE TERMS OF USE AND AGREE TO BE BOUND BY ALL ITS PROVISIONS. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS THE LOGISTICS MANAGEMENT PLATFORM IN ANY WAY.
Capitalized terms have the meanings assigned to them in these Terms or in the DMS LOGISTICS SaaS Agreement.
For any questions regarding these Terms, you can contact DMS LOGISTICS at the following address: 7 rue de la République, 13002 MARSEILLE, FRANCE, or by email at support@dmslog.io.
1. DEFINITIONS
“DMS LOGISTICS SaaS Agreement” means the agreement between DMS LOGISTICS and the CLIENT determining the various conditions for the provision of DMS LOGISTICS services and its financial conditions.
“User Data” means the identification data of the User, such as their name, address, and place of business.
“License” means your right to use the Logistics Management Platform in accordance with these Terms.
“Logistics Management Platform” means the logistics management software developed by DMS LOGISTICS in SaaS mode designed for container terminals.
“Services” means all the functionalities made available to the CLIENT via the Logistics Management Platform through the activation of one or more Modules.
“User(s)” or “Authorized User(s)” means the persons authorized to use the Logistics Management Platform in compliance with the provisions of these Terms of Use, as specified in the Order Form or invoice.
2. OWNERSHIP RIGHTS
The Logistics Management Platform provided by DMS LOGISTICS under these Terms is protected by copyright and other international laws and treaties. DMS LOGISTICS owns and retains all rights, titles, and interests in and to the Logistics Management Platform, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. These Terms do not transfer any title or interest in the Logistics Management Platform to you. You do not acquire any rights to the Platform, except as expressly provided in these Terms.
3. LICENSE TO USE
DMS LOGISTICS grants you a personal, non-commercial, non-transferable, non-exclusive license, without the right to sublicense, to use the Logistics Management Platform (the “License”) for the duration specified in the DMS LOGISTICS SaaS Agreement.
If updates and upgrades are provided by DMS LOGISTICS, your License includes the right to receive and use these updates and upgrades during the License’s validity period.
USAGE RESTRICTIONS
The Logistics Management Platform must be used by the Client only as described in these Terms. Furthermore, DMS LOGISTICS will not be liable for the use of the Logistics Management Platform or the results obtained from its use with services, software, or hardware not compatible with the Logistics Management Platform.
Except as expressly authorized by these Terms, you are not permitted to:
- Provide third parties access to the Logistics Management Platform;
- Decompile, disassemble, reverse engineer, or attempt to uncover the trade secrets within the Logistics Management Platform, except as permitted by law;
- Use the Logistics Management Platform to develop a product or service;
- Challenge the validity of DMS LOGISTICS’s intellectual property rights;
- Extract or reuse any content or elements of the Logistics Management Platform, other than as authorized by these Terms;
- Use data mining, robots, or similar data collection or extraction tools to reuse or extract any content or material components of the Logistics Management Platform;
- Use the Logistics Management Platform, or allow its transfer, transmission, export, or re-export, in violation of export control laws or regulations;
- Claim to have created or developed the Logistics Management Platform.
NOTE: Violation of any of these provisions by the Client will result in the termination of this contract, in accordance with Article 11 “Termination.” Furthermore, DMS LOGISTICS reserves the right to act to prohibit or stop any unauthorized use of the Logistics Management Platform by the Client, including but not limited to claims for damages. Any unauthorized use by the Client may result in prosecution under applicable laws.
5. PASSWORD
When a client requests access to the Services of the Logistics Management Platform, they inform the DMS LOGISTICS sales department, and a DMS LOGISTICS administrator creates in the administration back office of the Platform:
- The client company: which thus has its own version of the Platform,
- The main User account (the number 1 of the client company) designated as the Administrator by the client company. This account is created with the User’s email as the identifier, and a password is automatically generated by the Service. This password is sent by email to the User.
Upon the first access to the Services, for security reasons, the User is required to change this password. The password is strictly confidential and must not be disclosed to third parties.
You agree to keep your password secret and known only to persons authorized to use the Logistics Management Platform on your behalf.
DMS LOGISTICS will not be liable for fraudulent or abusive use or disclosure, whether voluntary or involuntary, of your password. DMS LOGISTICS reserves the right to deactivate any User name or password at any time for non-compliance with these Terms. Any denial of access to the Platform will be notified in advance. Access can be restored once the contractual violation ceases.
6. ACCESS TO DMS LOGISTICS DOCUMENTATION
DMS LOGISTICS grants the CLIENT a non-exclusive, worldwide, free right to use and process the documents, information, data, content, or other documentation provided within the scope of the use of the Logistics Management Platform (the “User Documentation”) for the purpose of executing these Terms.
7. PERSONAL DATA
Each Party agrees to comply with the applicable regulations for processing personal data, particularly EU Regulation No. 2016/679 of April 27, 2016 (the “GDPR”) and French Law No. 78-17 of January 6, 1978 (the “Data Protection Act”).
In the context of executing these Terms, DMS LOGISTICS acts as a processor when handling Client data. As such, DMS LOGISTICS processes the Client’s personal data. This data allows for the management and creation of the Administrator user account, including: name, postal and email address, phone number, job title, driver’s license, professional training, passwords, IP address, company name, and country of residence.
This data is retained for the duration of the contractual relationship plus the applicable statutes of limitations and exhaustion of legal remedies. The CLIENT agrees to its communication to third parties to fulfill legal and regulatory obligations, and for the execution of the Terms.
According to the Data Protection Act, the CLIENT has the right to access, rectify, receive data in electronic form, request the transfer of such data to a third party when technically possible (applicable only to data provided by the CLIENT), or object to its processing by writing to DMS LOGISTICS, 7 rue de la République, 13002 MARSEILLE, or by email to support@dmslog.io. The CLIENT also has the right to file a complaint with the National Commission for Informatics and Liberties (CNIL – 3 Place de Fontenoy – TSA 80715 – 75334 Paris – Cedex 07).
DMS LOGISTICS only accesses this data for providing the Logistics Management Platform and as described in the DMS LOGISTICS SaaS Agreement. No data is processed for any other purpose.
At the end of this Agreement (including termination or cancellation), as required by the DMS LOGISTICS SaaS Agreement, DMS LOGISTICS commits to returning the personal data and will not retain any copies in its servers, archives, or backups.
8. INFORMATION SECURITY
In accordance with applicable laws and regulations and DMS LOGISTICS’s current practices and procedures, DMS LOGISTICS has implemented and will maintain technical and organizational protective measures to reasonably protect the confidentiality, availability, and integrity of CLIENT data. The CLIENT can request a report on the policies and measures implemented to ensure secure information processing.
DMS LOGISTICS agrees to inform the CLIENT promptly of any security breach that may impact the CLIENT.
9. CONNECTION
Information on setting up functional devices and a suitable software environment for using the Logistics Management Platform will be communicated by DMS LOGISTICS via email along with your password. It is your responsibility to follow the instructions provided by DMS LOGISTICS. DMS LOGISTICS is not liable for any difficulties or inability to configure your user space. The compatibility of the Logistics Management Platform with the Client’s software environment will be verified before access is granted. Regular backup of data within your data processing system is also your sole responsibility. You are also solely responsible for all telecommunications or Internet connections needed to access the Logistics Management Platform and all hardware and software on your sites.
10. LIMITATION OF WARRANTY
Except for the limited warranty defined above, and any other warranties, conditions, representations, or provisions that cannot be excluded or limited by applicable law, the Logistics Management Platform and technical support services are provided “as is.” DMS LOGISTICS disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and quality of information. No oral or written information or advice given by DMS LOGISTICS will create any other warranties or extend in any way the scope of the user’s obligations under these Terms. You acknowledge and agree that DMS LOGISTICS does not operate or control the Internet and that: (i) viruses, worms, trojan horses, or other undesirable data or software; or (ii) unauthorized third parties (such as hackers) may attempt to access your data, websites, computers, or networks and damage them. In any case, DMS LOGISTICS will not be liable for your use of Internet networks. You are responsible for adequate backup and preservation of your data and agree to perform periodic backups.
11. SERVICE SUSPENSION
Notwithstanding any other provision of these Terms, DMS LOGISTICS may, at its sole discretion, suspend your access to the Logistics Management Platform: (a) to prevent any damage, risk, or degradation of the Logistics Management Platform (including potential data breaches or confidential information leaks); (b) to comply with any law, regulation, court decision, or order from a competent authority; (c) to protect DMS LOGISTICS from intellectual property violation risks; or (d) in the event of suspension or termination of the DMS LOGISTICS SaaS Agreement for any reason.
DMS LOGISTICS will endeavor, to the extent possible, to give you reasonable notice and notify you in writing before suspending access to the Logistics Management Platform.
12. CHANGES TO TERMS
DMS LOGISTICS reserves the right, at its discretion, to revise, update, change, modify, add, supplement, or delete certain terms of these Terms for security, legal, best practices, or regulatory reasons, as an addendum to this Agreement. The CLIENT will receive prior notice informing them of these changes either by email or a notification upon logging into the Logistics Management Platform. If the CLIENT does not accept this addendum, they reserve the right to terminate this agreement in accordance with Article 11 of this agreement.
We recommend periodically reviewing the Terms to be aware of any changes. If any future modification of the Terms is unacceptable or causes you to no longer agree or comply, you must immediately cease using the Logistics Management Platform. By continuing to use the Logistics Management Platform after any revision of the Terms, you fully and irrevocably accept all changes made by DMS LOGISTICS.
B. AGREEMENT ON THE PROTECTION OF PERSONAL DATA
1. DEFINITIONS
2. PURPOSE
3. RELATIONSHIP WITH THE DMS LOGISTICS SAAS CONTRACT
4. DURATION
5. DESCRIPTION OF THE TREATMENT
6. OBLIGATIONS OF DMS LOGISTICS AS SUBCONTRACTOR
7. OBLIGATIONS OF THE CUSTOMER AS DATA CONTROLLER
8. SAFETY
9. CONFIDENTIALITY
10. TRANSFER OF DATA OUTSIDE THE EUROPEAN UNION
11. SUBCONTRACTING
12. NOTIFICATION OF PERSONAL DATA VIOLATIONS
13. RIGHTS OF PERSONS CONCERNED BY PROCESSING OPERATIONS
14. REGISTER
15. PERSONAL DATA PROTECTION OFFICER (DPO)
16. FATE OF PERSONAL DATA
17. DOCUMENTATION
18. AUDITS
19. RESPONSIBILITY
20. MISCELLANEOUS
B. PERSONAL DATA PROTECTION AGREEMENT
Version in effect as of June 10, 2024
This data processing agreement (hereinafter the “Agreement”) is an integral part of the DMS LOGISTICS SaaS Agreement. All capitalized terms not defined in this Agreement have the meaning given to them in the Agreement.
For the purposes of this article, it is agreed that DMS LOGISTICS acts as a data processor under the applicable personal data legislation and the CLIENT as the data controller (hereinafter the “Parties”).
The Appendices to this Agreement are an integral part of the Agreement. Any reference to the Agreement includes its Appendices.
By signing this Agreement, the Parties agree to comply with all applicable legal and regulatory provisions relating to Personal Data Processing and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (hereinafter the “Regulation” or “GDPR”) and French Law No. 78-17 of January 6, 1978, as amended, relating to Information Technology, Files and Freedoms (hereinafter the “Data Protection Act”).
1. DEFINITIONS
“CLIENT”: refers to the client holding a license to use the logistics management platform under the DMS LOGISTICS SaaS Agreement.
“General Terms of Use” or “GTU”: refers to the Terms of Use of the Logistics Management Platform annexed to the DMS LOGISTICS SaaS Agreement.
“DMS LOGISTICS SaaS Agreement” or “Agreement”: refers to the agreement signed by DMS LOGISTICS and the CLIENT, determining the various conditions for the provision of DMS LOGISTICS Services and its financial conditions.
“Regulation”: any law, legislative act, regulation, regulatory policy, directive, provision, and code applicable to the sector issued by any authority (including GDPR and the Data Protection Act) applicable to any part of the Services and/or any Sub-Processor or Data Controller.
“Services”: refers to all services provided by DMS LOGISTICS to the CLIENT and described in the Agreement, including the provision of the Logistics Management Platform and the functionalities offered for each Module activated by the CLIENT via the Platform.
“Sub-Processors”: refers to the subcontractors to whom DMS LOGISTICS is authorized to subcontract the Services under this Agreement and whose list is specified in APPENDIX B.2.
“Supervisory Authority,” “Processing,” “Data Controller,” “Processor,” “Sub-Processor,” “Personal Data” (or “Data”), “Pseudonymization,” “Personal Data Breach”: these terms have the same meaning as defined in the GDPR.
Any other terms used in this Appendix starting with a capital letter and not defined hereafter are defined in the DMS LOGISTICS SaaS Agreement.
2. PURPOSE
2.1. This Agreement aims to define the conditions under which DMS LOGISTICS undertakes to carry out the Personal Data Processing operations defined hereafter on behalf of the CLIENT.
2.2. For the purposes of the GDPR, DMS LOGISTICS must be considered a Processor of the CLIENT. The CLIENT is the Data Controller.
3. RELATIONSHIP WITH THE DMS LOGISTICS SAAS AGREEMENT
3.1. In case of conflict between this Agreement and any other provision of the DMS LOGISTICS SaaS Agreement, this Agreement will prevail to the extent of such conflict.
3.2. This Agreement is governed and interpreted in accordance with the applicable law and jurisdiction provided in the Agreement, unless otherwise stipulated by the applicable data protection Regulation.
4. DURATION
The Agreement takes effect from its date of signature and will remain in effect for the entire duration of the DMS LOGISTICS SaaS Agreement and as long as DMS LOGISTICS has access to the CLIENT’s Personal Data.
5. DESCRIPTION OF PROCESSING
The subject, purposes, duration, and location of the Processing covered by this Agreement are described in APPENDIX B.1. DATA CONTROLLER INSTRUCTIONS: DESCRIPTION OF PROCESSING.
6. OBLIGATIONS OF DMS LOGISTICS AS A PROCESSOR
In accordance with Article 28(3) of the GDPR and within the strict framework of this Agreement, DMS LOGISTICS, as a Processor, undertakes to:
- Process only the CLIENT’s Personal Data necessary for the execution of the Services and for the sole purposes provided in APPENDIX B.1. DATA CONTROLLER INSTRUCTIONS: DESCRIPTION OF PROCESSING;
- Not process Personal Data outside the cases provided by this Agreement and act only based on and in accordance with the documented instructions of the CLIENT;
- Comply with the Regulations, including GDPR and the Data Protection Act, and in particular, ensure that persons authorized to process Personal Data undertake to respect confidentiality or are subject to an appropriate legal confidentiality obligation under the conditions defined in Article 9 of this Agreement;
- Take all security measures required by Article 32 of the GDPR and described in Article 8;
- Not transfer the CLIENT’s Personal Data to third parties without the CLIENT’s written consent;
- Consider data protection principles from the design stage and data protection by default;
- Immediately inform the CLIENT if it considers that an instruction violates the applicable Personal Data Regulations;
- Make available to the CLIENT the necessary documentation to demonstrate compliance with its obligations and, if applicable, allow for audits or inspections by Supervisory Authorities, under the conditions defined in Article 17 of this Agreement;
- Assist the CLIENT to the extent reasonably possible in conducting impact assessments related to Personal Data protection, when related to outsourced Personal Data Processing, and in prior consultations with the Supervisory Authority.
7. OBLIGATIONS OF THE CLIENT AS DATA CONTROLLER
7.1. The CLIENT, as Data Controller, guarantees that all Personal Data processed by DMS LOGISTICS on its behalf and for the purposes provided in this Agreement are processed in compliance with the principles set out by the GDPR, notably that the Personal Data has been lawfully collected and that the data subjects have been informed and, where required by the Regulation, consented to the Processing of their Personal Data.
7.2. The CLIENT undertakes to:
- Provide the Personal Data identified in APPENDIX B.1. DATA CONTROLLER INSTRUCTIONS: DESCRIPTION OF PROCESSING;
- Document in writing any instruction regarding the Processing of Personal Data by DMS LOGISTICS;
- Supervise the Processing through audits under the conditions provided in Article 18 of this Agreement.
7.3. It is specified that the CLIENT is solely responsible for managing the retention periods of Personal Data uploaded to the Logistics Management Platform and is responsible for deleting the data as retention periods expire. DMS LOGISTICS is only responsible for deleting Personal Data at the end of its contractual relationship with the CLIENT.
7.4. The CLIENT undertakes not to include on the Platform any Personal Data deemed “sensitive” under Article 9 of the GDPR.
8. SECURITY
8.1. In accordance with Article 32 of the GDPR, considering the state of the art, the implementation costs, the nature, scope, context, and purposes of the Processing, as well as the risks to the rights and freedoms of natural persons, DMS LOGISTICS undertakes to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk. In particular, DMS LOGISTICS undertakes to implement:
- Appropriate measures to ensure the continuity, integrity, availability, and constant resilience of its systems and Processing services (including measures to prevent unauthorized or illegal access, loss, damage, alteration, or destruction of Personal Data);
- Pseudonymization and encryption measures for Personal Data;
- Means to restore the availability of Personal Data and access to them in a timely manner in the event of a physical or technical incident;
- A procedure to regularly test, analyze, and evaluate the effectiveness of technical and organizational measures to ensure the security of Processing and to provide evidence of this to the CLIENT or the Supervisory Authorities upon request.
8.2. The provisions of this Article 8 do not discharge the CLIENT from its obligation to ensure compliance with these measures as Data Controller.
9. CONFIDENTIALITY
DMS LOGISTICS ensures that persons authorized to process Personal Data commit to confidentiality or are subject to an appropriate legal confidentiality obligation. DMS LOGISTICS informs the CLIENT that the Data will be hosted on servers located in the following countries: France, Germany, Ireland.
10. DATA TRANSFER OUTSIDE THE EUROPEAN UNION
10.1. DMS LOGISTICS undertakes to ensure that all Processing of the CLIENT’s Personal Data takes place i) within the European Union or ii) when this Personal Data is transferred to a third country outside the European Union, to transfer it to a country offering an adequate level of protection within the meaning of Article 45 of the GDPR.
10.2. DMS LOGISTICS is not authorized to transfer the CLIENT’s Personal Data to a country not offering an adequate level of protection without obtaining the CLIENT’s prior written consent.
In this case, and within the strict limit required for the execution of the Services and only if necessary, this transfer may only take place provided that the transfer offers appropriate safeguards within the meaning of Article 46 of the GDPR.
10.3. In the event that DMS LOGISTICS is required to transfer data to a third country or an international organization under Union or Member State law to which it is subject, DMS LOGISTICS undertakes to inform the CLIENT of this legal obligation before Processing, unless the law concerned prohibits such information for important reasons of public interest.
11. SUBCONTRACTING
11.1. When DMS LOGISTICS uses a Sub-Processor to carry out specific Processing activities on behalf of the CLIENT, DMS LOGISTICS undertakes to ensure that this sub-processor provides sufficient guarantees and adopts appropriate technical and organizational measures so that the Processing of Personal Data complies with the requirements of the GDPR and the Data Protection Act.
11.2. By signing these presents, the CLIENT validates the subcontracting of part of the Personal Data Processing activities
to the Sub-Processors listed and described in APPENDIX B.2. LIST OF SUB-PROCESSORS PROCESSING PERSONAL DATA ON BEHALF OF DMS LOGISTICS.
11.3. DMS LOGISTICS undertakes to inform the CLIENT of any addition or replacement and thus give the CLIENT the opportunity to object to these changes. The CLIENT has a minimum period of fifteen (15) days from the date of receipt of this information to present its objections. In the absence of objections from the CLIENT within this period, DMS LOGISTICS may consider that the CLIENT consents to the notified modification of the list of sub-processors.
12. NOTIFICATION OF PERSONAL DATA BREACHES
12.1. DMS LOGISTICS undertakes to notify the CLIENT of any Personal Data breach as soon as possible after becoming aware of it and by the following means: email to the CLIENT at the specific email address indicated on the signature page.
12.2. The CLIENT is solely responsible for notifying the competent Authorities and the Data Subjects of security breaches. DMS LOGISTICS is not authorized to notify, even under instruction, the security breaches to the competent Authorities or Data Subjects. However, DMS LOGISTICS is required to cooperate with the CLIENT during the notification procedure to the authorities.
13. RIGHTS OF DATA SUBJECTS
13.1. Right to information
It is the CLIENT’s responsibility to provide information to data subjects at the time of collecting their Personal Data.
13.2. Rights of data subjects
Considering the nature of the Processing and to the extent possible, DMS LOGISTICS will assist the CLIENT in fulfilling its obligation to respond to data subjects’ requests to exercise their rights and will assist with appropriate technical and organizational measures.
When data subjects exercise their rights directly with DMS LOGISTICS, the latter undertakes to forward these requests to the CLIENT within ten (10) working days by email to the CLIENT and the CLIENT’s Data Protection Officer (DPO) at the specific email address indicated on the signature page.
Upon written instructions from the CLIENT, DMS LOGISTICS must rectify, delete, or restrict the Processing of Personal Data.
14. RECORD
DMS LOGISTICS declares to maintain a record of all Processing activities carried out on behalf of the CLIENT, containing:
- The name and contact details of the Data Controllers, Sub-Processors, where applicable, and the Data Protection Officer (DPO), if applicable;
- The types of Processing carried out on behalf of the Data Controllers;
- Where applicable, transfers of Personal Data to a third country or an international organization, including the identification of the third country or international organization and, where applicable, the appropriate safeguards adopted;
- As far as possible, a general description of the technical and organizational security measures.
15. DATA PROTECTION OFFICER (DPO)
15.1. If the Parties have a Data Protection Officer under Article 37 of the GDPR, the name and contact details of this DPO are communicated to the other Party on the signature page of this Agreement.
15.2. In the absence of a DPO, a dedicated contact point for personal data questions must be designated. The name and contact details are communicated on the signature page of this Agreement.
15.3. In case of changes to the name or contact details of the DPO or contact point during the execution of the Agreement, the Parties undertake to inform the other Party as soon as possible.
15.4. Upon the CLIENT’s request, at any time and for any reason, DMS LOGISTICS and its possible subcontractors will provide the CLIENT with a copy of all its Data without delay in the same format used by the CLIENT to communicate the Data to the Provider or, failing that, in a structured and commonly used format.
16. DISPOSITION OF PERSONAL DATA
16.1. At the end of the Agreement, for any reason whatsoever, DMS LOGISTICS undertakes, according to the CLIENT’s choice and upon its written instructions, to:
- Return all Personal Data and any document containing this Personal Data in electronic format, then destroy all copies or backups it may hold in any form containing Personal Data to which it had access, collected, received, processed, or created on behalf of the CLIENT; or
- Delete directly all Personal Data and any document and other medium containing this Personal Data. Proof of destruction will be provided to the CLIENT.
If it is impossible to delete or return the CLIENT’s Personal Data, DMS LOGISTICS undertakes to inform the CLIENT immediately. In this case, DMS LOGISTICS guarantees that the Personal Data will no longer be processed by it.
16.2. These provisions do not apply when DMS LOGISTICS is subject to duly documented legal retention obligations.
16.3. This article will remain in effect after the expiration or termination of the Agreement for any reason and until the end of the relevant legal prescription periods.
16.4. DMS LOGISTICS keeps connection logs for the Data processed by the authorized personnel of the Parties and, if applicable, the data subjects, for a period of 6 months.
17. DOCUMENTATION
DMS LOGISTICS provides the CLIENT with all necessary documentation to demonstrate compliance with its obligations under these provisions, particularly regarding technical and organizational measures, and according to the instructions given by the CLIENT.
18. AUDITS
18.1. The CLIENT has the right to verify compliance with the obligations imposed on DMS LOGISTICS. To this end, the CLIENT has the right, within the limits provided in Article 18.2, to conduct a review of the conditions of execution of this Agreement jointly with DMS LOGISTICS.
18.2. Unless otherwise agreed between the Parties and oversight by a regulatory authority, audits conducted during the term of the Agreement can only be carried out by an independent auditor who is not a competitor of DMS LOGISTICS and at the CLIENT’s expense. The CLIENT may conduct no more than one audit per year and must notify DMS LOGISTICS with 30 days’ notice.
18.3. The audit must not disrupt DMS LOGISTICS’s ongoing activities. The audit will be limited to Personal Data Processing activities carried out by DMS LOGISTICS on behalf of the CLIENT, and the CLIENT cannot access data concerning other DMS LOGISTICS clients.
18.4. An audit report must be sent by the CLIENT to DMS LOGISTICS free of charge.
19. LIABILITY
19.1. Subject to applicable legal provisions, particularly Article 28 of the GDPR, DMS LOGISTICS’s liability to the CLIENT can only be engaged in the event of a breach of its obligations under this Agreement that can be directly attributed to it.
19.2. Any claim made under or in connection with this Agreement will be subject to the terms of the Agreement, including but not limited to the exclusions, limitations, and liability cap set out in the Agreement.
19.3. The CLIENT further agrees that any regulatory sanction incurred by DMS LOGISTICS in relation to the CLIENT’s Personal Data resulting from, or in connection with, the CLIENT’s failure to comply with its obligations under this Agreement or any applicable data protection Regulation will be taken into account and reduce DMS LOGISTICS’s liability under the Agreement.
20. MISCELLANEOUS
Except for the provisions modified by this Agreement, the Parties expressly agree that all other provisions of the Agreement concluded between the Parties remain unchanged and continue to apply in full between them.
