1.Definitions and Interpretations
1.1 Advertising means all the Client’s advertising for which DCMN performs Services for the Client under this Agreement;
Agreement means these Terms and any other agreements (e.g. MSA, SOW, PO, Offer);
Client means the organisation or company with whom a contract/engagement is entered into;
Client Materials means any data, client equipment, computer systems, software, documents,
copy, Intellectual Property Rights, artwork, logos and any other materials or information owned by
or licensed to the Client, which is provided to DCMN by the Client;
Confidential Information means any information related to the Engagement disclosed by the
Client to DCMN and by DCMN to the Client, respectively, either directly or indirectly. Confidential
Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, buying conditions, media discounts, training materials, business strategies, Client lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and DCMN, respectively;
Data Protection Legislation means the Data Protection Act 1998 and all other all laws, statutes,
regulations and codes relating to data protection, in each case, as amended, revised or replaced
from time to time (in particular, by operation of the Directive 2009/136/EC, and the General Data
Protection Regulation (EU) 2016/679) and all applicable national implementing legislation and
guidelines;
DCMN means DCMN GmbH, a company registered in Germany with registration Number HRB 127810 B, whose registered office is at Boxhagener Straße 18, 10245 Berlin, Germany, and its affiliated Companies[1].
DCMN Materials means those materials specifically created by DCMN for the Client for the
Purposes of this Agreement by officers, employees or contractors of DCMN;
DCMN Proprietary Materials means content, materials, information, software, methodology, know
how and processes in existence prior to the date on which it is intended to use them in connection
with performance under this Agreement and in relation to which the Intellectual Property Rights
are owned by DCMN.
Deliverables means the advertising, creative and other materials which are to be provided by
DCMN as specified in the SOW, including any DCMN Materials, DCMN Proprietary Materials, and
third party Materials, where applicable;
Fees means the fees for the Services and Deliverables as detailed in the MSA, SOW and Sections 8 and 9
Force Majeure Event means any circumstance not within a party’s reasonable control, including,
without limitation any act of government or state, civil commotion, epidemic, fire, flood, industrial
action or organised protests by third parties, natural disaster, war, failure of payment systems, or
any event beyond the reasonable control of the party claiming to be excused from performance
of its obligations;
Guarantee Minimum Supply means an agreed minimum total amount (in any contractual period)
of expenditure on advertisement space to be paid by the Client via DCMN to a media
supplier, or the agreed minimum total amount (in any 12-month period) of advertisement space to
be purchased by the Client via DCMN from a media supplier.
OOH means Out Of Home Media;
Intellectual Property Rights means the following rights, wherever in the world enforceable
including all reversions and renewals: any patents or patent applications, including any
applications for same; any trade marks (whether or not registered), including any applications for
registration of the same; inventions, discoveries, utility models and improvements whether or not
capable of protection by patent or registration; copyright or design rights (whether registered or
unregistered); database rights; any goodwill in any trade or service name, trading style or get-up;
and any and all other intellectual or proprietary rights;
Marketing Campaign means an organised course of action to promote and sell a product or service.
Media Costs means all of the costs of Advertising from third parties, including but not limited to ad serving, bid management; brand tracking, and/or analytics/attribution management required to assist in the delivery and optimisation of the Advertising;
Media Plan means one or more documents approved and signed by the Client from time to time
detailing proposed media purchases and costs;
MSA means Master Service Agreement, which compromises a document known as a framework agreement between parties, in which the parties agree to most of the terms that will govern future transactions or future agreements.
Offer means a condition proposal with a dedicated offer number to purchase services from DCMN. Usually, the offer needs to be signed by the Client. It is a legally binding document.
Parties means the Client and DCMN;
PO means purchase order;
Residuals means information in intangible form, which may be retained by persons performing
the Services, including, without limitation, ideas, concepts, know-how, and techniques which do
not contain confidential information belonging to the Client;
Services means those services DCMN will perform for the Client as agreed between the parties or
specified in the SOW, PO and/or Media Plan and these Terms including but not limited to media
planning and buying, creative, production, strategic marketing, brand services and positioning;
SOW means the statement of work, which comprise one or more documents agreed upon and signed by the Parties from time to time detailing the Services and Deliverables to be provided by DCMN to the Client;
Term means the period from the Commencement Date until the termination of this Agreement;
Terms means these DCMN Standard Media General Terms and Conditions;
Territory means Germany unless expressly specified otherwise in the applicable SOW, PO,
Media Plan or any other order.
Third Party Materials means those materials which are either commissioned by DCMN from third
parties during the Term and incorporated into the Deliverables, or which have been created by a
third party and which are in existence at the time it is desired to make use of them for inclusion in
the Deliverables.
Trading Media means any media that DCMN buys in its own name and for its own account not in the same of the Client.

1.2 Any words following the Terms “including, include, in particular, for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.Scope of Application
2.1 These General Terms and Conditions apply to the purchase of any services, consulting services, projects and/or tangible and intangible production and/or consulting from or on behalf of DCMN and its affiliated companies to the client.
2.2 The present Terms and Conditions are the only ones that apply to the exclusion of all others. They shall apply to all legal relationships between DCMN and the Client, even if not expressly referred to.
2.3 Conflicting or different Terms and Conditions by the Client have no validity, not even if the provision of the services has been unconditionally accepted in the knowledge that the Client had conflicting and differing Terms and Conditions.
2.4 Contracts, cover letters, purchase orders (PO), release orders, etc. (hereinafter referred to as the “Order”), or other declarations of intent from one of the Client’s departments are legally effective once they are in writing, including in electronic form, such as fax or email.
2.5 A contract within the meaning of these Terms is a mutual agreement between DCMN and the Client, which defines the scope of the engagement and services rendered by DCMN, as well as the fee schedule for said services.

3.Scope of Services
3.1 The scope of the services rendered by DCMN to the Client shall be based on the specification of the respective Service Agreement or any “Offer Document” (e.g.: Cover letters, purchase orders, SOWs, POs, etc.). Subsequent alterations and modifications to the services shall be subject to DCMN’s written confirmation.
3.2 All services of DCMN (including but not limited to creation and production, media buying, etc.) shall be checked by the Client and released within five (5) business days of receipt by the Client. If not released within that period, they shall be deemed approved by the Client.
3.3 The Client is obliged to clear the documents made available by him for execution of the order for potential copyrights, trademark rights, or any other rights of third parties (“rights clearance”) and guarantees that all documents are free from rights of third parties and may therefore be used for the desired purpose
3.4 Media booking is always subject to availability. The net media budget can differ by -10% and +5% compared to the initial offer or plan, according to the offers and media booking approvals.

4.DCMN’s Obligations; the Services
4.1 DCMN shall determine the manner in which the services will be carried out, whilst taking into account, if feasible, any requests by the Client.
4.2 DCMN shall provide the contractual services with reasonable skill, care, and diligence in accordance with any Order.
4.3 DCMN will perform the Services and deliver the Deliverables detailed in the Agreement for the Client in accordance with these Terms and Conditions.
4.4 DCMN will co-operate fully with the Client and use reasonable care and skill in the performance and delivery of the Services and Deliverables to make the Advertising successful.
4.5 DCMN shall perform any Media Order as an independent contractor and shall not be the agent of the Client, unless otherwise specified in an Offer, PO, SOW, MSA, or any other written and mutually agreed document.

5.Client’s Obligations
5.1 The Client shall at all times make available to DCMN all information and documents that DCMN deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.
5.2 Client will co-operate fully with DCMN and will give DCMN clear briefings and instructions and ensure that all the necessary information provided to DCMN in order to perform its obligations under this Agreement is accurate.
5.3 The Client guarantees the accuracy, completeness, and reliability of any information provided to DCMN.
5.4 DCMN may switch budgets on a campaign level between channels upon email approval by the Client. The Client assures to grant such approval without any delay.

6.Approvals
6.1 The Client’s approval of Media Plans and estimates will be DCMN’s authority to make reservations and contracts for advertising space, time and/or other facilities.
6.2 DCMN will advise the Client of any material changes in the estimated cost of media or any material changes in Media Plans or work in progress previously approved in writing by the Client, unless such costs have been agreed as fixed.

7.Amendments and cancellations (Media buying)
7.1 The Client may request DCMN to cancel or amend any and all SOWs, Media Plans, or work in progress. DCMN will take all reasonable steps to comply with any such request provided that DCMN is able to do so within its contractual obligations to media owners, suppliers and other third parties. Any amendment to the Agreement shall be in writing and signed by the parties.
7.2 If a cancellation or change is made pursuant to Section 7.1, the Client shall indemnify DCMN for all related costs and expenses, including the pro-rata management fee on the amount of the cancelled (net) media or other services.

8.Terms of payment
8.1 Upon approval of an Offer document via email, DCMN is entitled to invoice the Client the said amount. The invoices shall be submitted via email and are due to be paid within ten (10) days of receipt of the invoice. This includes invoices of the final accounting;
8.2 If not otherwise stipulated in an MSA, SOW, or PO, all contractual payments to DCMN are made in Euro.
8.3 Any applicable fees (i.e. baking or transfer fees) incurred in relation to the Client’s payment shall be borne by the Client. This particularly applies to international payment fees.
8.4 In the event of default in payment, DCMN will charge the Client an interest rate of 9% (nine percentage points) above the Base Rate of interest as specified in § 288 (2) of the German Civil Code (‘BGB’).

9.Confidentiality
9.1 Each Party undertakes that it shall not at any times during the Term or thereafter disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or any information that was classified as confidential by the disclosing party, except as permitted by Section 9.2.
9.2 Each party my disclose the other party’s confidential information:
1. to its employees, officers representatives or advisers who need to know such information for the purposes if exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with Section 9.2; and
2. as may be requires by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No Party shall use any other Party’s confidential information for any purposes other than to exercise its rights and perform its obligations under or in connection with this Agreement.
9.4 The Client acknowledges and agrees that any identifiable and original idea or concept presented by DCMN in relation to any promotion or advertising campaign developed by DCMN shall be acknowledged as being available only for such promotion or campaign whether or not used for such promotion or campaign and shall not be used for any other purposes whatsoever without DCMN’s express prior written approval. Even where no promotion or campaign is agreed, the ideas and concepts presented to the Client shall remain strictly confidential and shall not be used in any way, including communication to any third party, without DCMN’s prior written approval and agreement being reached regarding appropriate remuneration for DCMN.
9.5 Upon the end of the Agreement, both Parties will cease to make use of the other Party’s Confidential Information. Within 14 (fourteen) days both Parties shall destroy or return Confidential Information to the other Party, unless law or regulation requires to retain a copy, and shall ensure third parties with whom Confidential Information was shared do the same.

10.Amendment and cancellation of authorised media purchases
10.1 The client can request DCMN to amend or cancel any SOWs, Media Plans, or ongoing work, which DCMN will comply with if it aligns with its third-party obligations. Any amendments must be documented and signed.
10.2 The client must indemnify DCMN for related costs, including management fees. Additionally, the client can cancel or reduce media purchases per DCMN's Media Partners' regulations and must cover any associated fees or penalties. DCMN will refund unused media portions and will negotiate the financial impact of cancellations with Media Partners to benefit the client.
10.3 In case of cancellation or reduction of the booked/confirmed Media Programme, the Client will pay DCMN in addition to the management fee an amount of 5% of the cancelled net media amount to DCMN as compensation for the additional workload.

11.Intellectual Property (Media)
11.1 DCMN acknowledges that ownership of Client Materials and ownership of all Intellectual Property Rights in any Client Materials (including any modifications or adaptations of such Client Materials produced in the course of providing the Services and Deliverables) shall remain vested in the Client or its licensors. The Client hereby grants to DCMN a non-exclusive, royalty-free, right and licence during the Term to use, copy, operate, process, modify and sub-license the Client Materials for the purposes of providing the Services and Deliverables in accordance with this Agreement.
11.2 The Client shall indemnify DCMN against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by DCMN arising out of or in connection with any claim made against DCMN by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights) arising out of or in connection with DCMN’s use of the Client Materials (including any DCMN Materials incorporating Client Materials) or arising out of the nature and use of the Client’s products or services.
11.3 Subject to Section 10.4, subject to the remaining provisions of this Section 11 and subject to DCMN receiving payment of all Fees attributable to DCMN Materials, DCMN hereby assigns (and in the case of copyright, by way of a present assignment of future copyright) all of the Intellectual Property Rights in DCMN Materials which are capable of being assigned together with the right to sue for past infringement of the Intellectual Property Rights in DCMN Materials. As such, it is the Client’s responsibility to undertake any registrations or clearance searches for trademark, design and/or patent protection.
11.4 The Client acknowledges that all Intellectual Property Rights in DCMN Proprietary Materials shall be owned by and remain the property of and vested in DCMN. Subject to DCMN receiving payment of the Fees attributable to the DCMN Proprietary Materials licensed under this clause, DCMN hereby grants to the Client a non-exclusive, non-transferrable, perpetual, royalty-free licence to use such DCMN Proprietary Material as are included in the Deliverables. Client shall limit use of and access to the DCMN Materials to such of Client’s employees as are directly involved in the utilisation of the Deliverables internally throughout Client’s business and who are bound to preserve the confidentiality thereof in accordance with Section 10.2.
11.5 Prior to delivery of the Deliverables, DCMN shall use its reasonable endeavours to obtain such licences or consents in respect of third party Materials as shall be necessary in order that the Client can use such Third Party Material for the purpose set out in the Order. DCMN shall notify the Client of any restrictions on usage and any other contractual restrictions arising in respect of such Third Party Material, and the Client hereby indemnifies and keeps DCMN indemnified against any liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by DCMN as result of the Client breaching any such restrictions.
11.6 DCMN agrees, at the Client’s request and expense, to take all such actions and execute all such documents as are necessary (in DCMN’s reasonable opinion) to enable the Client to obtain, defend or enforce its rights in the DCMN Materials.
11.7 DCMN shall not be liable under or in connection with this Agreement for any modifications, adaptations or amendments to any Deliverables made by the Client or by a third party on the Client’s behalf, nor if any fault, error, destruction, or other degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of the Client.

12.Intellectual Property (Creation and Production)
12.1 All materials created in the performance of the services of DCMN under any Agreement will be the property of the client.
12.2 All copyrightable materials created in the performance of services by DCMN will be considered work made for hire and all copyright in respect of same shall belong to the Client unless otherwise stated in an Offer or any other legal document between the Parties.
12.3 This does not include materials or services that are licensed such as talent and music rights which follow their prescribed copyright protection.

13.Warranties and indemnification
13.1 DCMN, and any person put forward by DCMN to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does DCMN, or any person put forward by DCMN to perform the Project, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.
13.2 DCMN, nor any person put forward by DCMN to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of DCMN or his employees. The Client shall indemnify DCMN accordingly.
13.3 Should a Party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, DCMN’s liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other Party for any consequential, indirect, special, incidental, or exemplary damages of any nature whatsoever that may be suffered by the other party.
13.4 DCMN shall not be liable for (i) any marketing campaign placed by DCMN for the Client and such campaign’s content (incl. all advertising content or material delivered by the Client to DCMN), (ii) permissibility of such campaign under applicable law. Therefore, subject to the foregoing, the Client warrants, represents and covenants to DCMN, that the Client shall be solely liable for (i) such Services and its content, and (ii) permissibility of such campaign and content under applicable law.
13.5 Client guarantees to own or control all intellectual property (i.e. trademarks, copyrights) contained in the Services and its content.
13.6 Client shall defend and fully indemnify on first demand and hold harmless DCMN, its contractual partners, and its affiliates including any officers, directors, shareholders and employees thereof from and against any and all direct third party claims, damages, liabilities costs and expenses resulting directly from:
1. any breach of the Client’s representations, warranties or covenants hereunder, whether done by the Client or its employees, representatives, sub-agencies or agents,
2. any allegation that any act, omission or any content provided by the Client to DCMN, in connection with the aforesaid Services and its content, violates any applicable law or infringes or misappropriates any intellectual property or rights, and/or
3. the gross negligence or willful misconduct of the Clients, its affiliates, any of their respective officers, directors, employees or agents.
13.7 In particular, the Client shall compensate DCMN for any damages and expenses thus caused and accrued, including any reasonable cost of legal action, defence, or proceedings.
13.8 In connection with any third party allegation, claim, lawsuit, or proceeding giving rise to an indemnification obligation as described in this Section (defined in this Section as a “Claim”), DCMN will: (a) give the Client prompt written notice of the Claim (provided that any delay in notification will not relieve the Client of its indemnity obligations except to the extent that the delay impairs its ability to defend); (b) cooperate reasonably with the Client (at the Client’s expense) in connection with the defense and settlement of the Claim; and (c) permit the Client to control the defense and settlement of the Claim. The duty to indemnify under this Section will be independent from other obligations under this Agreement.
13.9 DCMN shall be entitled to refuse to place or use, to block and/or to delete any advertising or its content delivered by the Client to DCMN, if such campaign or content is – at DCMN’s reasonable discretion - illegal. DCMN will promptly contact the Client when such campaign or content is deemed illegal by DCMN, so the parties can work it out in good faith in a timely manner.

14.Limitation of liability
14.1 DCMN hereby agrees to perform the services with due technical and commercial care, in a manner that meets or exceeds industry standards, and in accordance with all applicable laws and regulations.
14.2 DCMN shall only be liable - regardless of legal grounds - if the damage to the best of its knowledge
1. was caused by the culpable violation of one of the cardinal obligations or significant auxiliary obligations, in a manner that threatens the accomplishment of the contractual purpose, or
2. is due to gross negligence or intent on the part of DCMN.
14.3 If DCMN is liable pursuant to Section 11.2 for the breach of a material contractual obligation without gross negligence or intent, the liability shall be limited to the extent of damage which DCMN typically had to expect at the time the contract was concluded due to the circumstances known to it at that time. DCMN shall not be liable for consequential damages, in particular for loss of profit or compensation for damages suffered by third parties, unless DCMN is guilty of intent or gross negligence.
14.4 Damage compensation claims according to the German Product Liability Act (“Produkthaftungsgesetz”), and for damages resulting from a loss of life, bodily injury or damages to health, shall remain unaffected by the above liability limitations.
14.5 The above liability limitations shall also apply for any statutory representatives and assistants hired by a Party.
14.6 DCMN shall not be liable for the advertising content, advertising material, permissibility of the advertisement placed for the Client under German or any other country’s Competition Law, and/or any other actions constituting a legal violation in this sense. Client hereby releases DCMN from all third-party claims in this regard (including the costs of the legal defense) arising from advertising content, advertising material, or permissibility of the advertisement placed for the Client.

15.Compliance
15.1 Each party shall comply with all legislation, regulations, and other rules having equivalent force in the European Union, which are applicable to that party in connection with this Agreement.
15.2 DCMN will use reasonable endeavours to ensure that any Service and/or Deliverable complies with all legislation, regulations, and other rules in the European Union, relating to the performance of the Services and/or the Deliverables.

16.Term and Termination
16.1 Any times or dates set forth in the Contract for provision or completion by DCMN of the services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement, if any, may change during the course of said performance. In no event shall DCMN be liable for any delay in providing these services.
16.2 Either party may terminate the Contract by notice in writing forthwith in the event the other party:
1. is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and / or the provisions of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party;
2. is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or
3. shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).
16.3 If the Client issues a termination notice, the Client shall be obliged to pay DCMN a compensation equal to the agreed fees and costs apportioned to the services already rendered by DCMN, plus any additional costs incurred by DCMN as a result of said early termination.
16.4 In case DCMN cannot be reasonably expected to complete the works due to unforeseen circumstances, DCMN may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.
16.5 Upon the termination of this Agreement and payment by the Client of all items properly chargeable to the Client hereunder, DCMN will give the Client all reasonable co-operation in transferring, subject to the approval of third parties where required, all reservations, contracts and arrangements with media owners, third parties or others for space or time yet to be used and subject to, all rights and claims thereto.
16.6 If, prior to notice of termination of this Agreement, DCMN has at the request of the Client prepared detailed Media Plans or proposals for future advertising in respect of which DCMN has not been remunerated, the Client shall pay to DCMN compensation for work done at DCMN’s rates as communicated to the Client.
16.7 If the Client wishes to use, after the Term and through another agency, a Media Plan drawn up by DCMN during the Term for the Client’s future use, the Client shall not do so without DCMN’s prior written consent and agreement being reached regarding appropriate remuneration for DCMN.
16.8 The Client acknowledges its responsibility for compliance with all data and privacy laws and regulations, including but not limited to the requirements to have up to date and accurate privacy and cookie notices on their websites where relevant.
16.9 Provisions of this Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive termination, shall remain in full force and effect notwithstanding such termination.

17.Data privacy and protection
17.1 In this Section, the words “Personal Data”, “Data Controller”, “Data Processor”, “Data Subjects” and “processing” shall have the meaning given to them in the applicable Data Protection Legislation.
17.2 Client agrees to allow DCMN, its affiliates and sub-contractors, non-exclusive rights to collect, analyse, manipulate, and store non-personal user and customer data on behalf of Client. In particular Client agrees that DCMN and its suppliers are entitled to place cookies, pixel tags, pixel-less techniques or web beacons and related technologies and other relevant tags on, and collect information (including Client’s confidential information) from, the Client’s websites and other relevant sources of data in relation to the provision of the Services.
17.3 The Client and DCMN acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and DCMN is the Data Processor in respect of any Personal Data.
17.4 Client represents and warrants that (i) all data provided by or on behalf of Client to DCMN has been collected and processed in compliance with Data Protection Legislation, (ii) it has obtained all rights, consents, authorisations and/or approvals necessary in connection with the use of Personal Data by DCMN for the provision of the Services (including, where applicable, a Data Subject’s consent in relation to profiling), and (iii) it has the legal right and/or has obtained appropriate consents to disclose the Personal Data to DCMN in connection with the Services to be performed under this Agreement.
17.5 DCMN agrees to process the data and perform the Services hereunder in accordance with all the Data Protection Legislation.
17.6 In its performance of the Services, DCMN shall, at all times:
1. process Personal Data only on documented instructions from the Client;
2. only process Personal Data in the European Economic Area and shall not transfer, transmit or otherwise store Personal Data outside of the European Economic Area without the prior written consent of the Client;
3. ensure that persons authorised to process Personal Data have committed themselves to confidentiality in respect of Personal Data on terms no less onerous than those set out in the Agreement.
4. take all appropriate, technical and organisational measures required relating to data security (as reasonably directed by the Client from time to time) including to protect and safeguard the Client against unauthorised or unlawful access to Personal Data;
5. not appoint a sub-contractor to process Personal Data without:
(a) the express prior written consent of the Client; and
(b) imposing the same contractual data protection obligations on such sub-contractor as are in this Agreement;
6. assist the Client upon request and at costs to be agreed between the parties by implementing appropriate technical and organisational measures, including for the fulfilment of the Client’s own obligations to respond to requests for exercising Data Subjects rights under the Data Protection Legislation;
7. assist the Client where reasonable and subject to prior agreement on allocation of associated costs and expenses in ensuring compliance with Data Protection Legislation (where reasonably requested and in consideration for a reasonable fee) including but not limited to assisting with the carrying out of data protection impact assessments and providing all such other information and/or data the Client may reasonably deem necessary in order to comply with its obligations under Data Protection Legislation;
8. at the choice of the Client, immediately delete or return any or all Personal Data to the Client upon any request of the Client after the end of the provision of the Services relating to processing; and
9. make available to the Client all information necessary to demonstrate compliance with the obligations laid down in this Section 18 and its compliance with the Data Protection Legislation and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client (including any regulatory bodies or accrediting bodies).
17.7 The Client agrees to indemnify and keep DCMN indemnified and defend at its own expense DCMN against all costs, claims, damages or expenses incurred by DCMN or for which DCMN may become liable due to any failure by the Client or its employees or agents to comply with any of its obligations under this Section 18.
17.8 The Client acknowledges that DCMN is reliant on the Client for direction as to the extent to which DCMN is entitled to use and process the Personal Data. Consequently, DCMN will not be liable for any claim brought by a Data Subject arising from any action or omission by DCMN to the extent that such action or omission resulted directly from the Client’s instructions.

18.Final provisions
18.1 The place of performance shall be the place of receipt indicated by DCMN.
18.2 German law applies, with the exclusion of the UN Sales Convention and the standard which refer to other jurisdictions.
18.3 The place of jurisdiction shall be the seat of the respective DCMN’s entity concluding the contract. DCMN is however free to seek remedies with the court whose jurisdiction the Client’s head office is located in.

Last Update: Berlin, May 2024