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Integration Fox or Platform: The software as a service platform of Integration Fox to share and sync contact details.

User: The entity that enters into a license agreement with Integration Fox with respect to the Integration Fox Platform.

General Terms: These General Terms and Conditions governing the use of the Integration Fox Platform by the User.

 

1. Applicability

The General Terms are applicable to all use by User of the Integration Fox Platform and to the Related Services offered by Integration Fox. The User’s terms and/or those of a third party do not apply. The General Terms with all Annexes form the agreement between Integration Fox and the User regarding the use of the Platform by the User.

Integration Fox may from time to time change the General Terms or its Annexes. The User has thirty days to protest such changes, after which period the new terms are deemed to have been accepted by the User. If the User does not accept the new terms, Integration Fox reserves the right not to extend or renew any licenses and/or Related Services.

2. Orders

The User may from time to time order licenses and/or Related Services from Integration Fox. All orders must be placed via the User’s account on the Integration Fox Platform. For such licenses and/or Related Services, the applicable fees will be effective as of the time the order is placed. All prices quoted are net and exclude VAT. Any other offer, as well as all information, drafts, presentations, calculations and/or enclosures issued by Integration Fox are to be taken as information only and in no event are they binding to Integration Fox.

3. License

Upon payment of the applicable fees, Integration Fox grants to the User a non-transferable and non-exclusive license to use the Integration Fox Platform. According to the license, such use will be exclusively online, for User’s sole and unique benefit and in accordance with the intended use of the Integration Fox Platform.

User acknowledges that the Integration Fox Platform is constantly being improved by Integration Fox. The User will only have access to the latest released version of the Integration Fox Platform. Each new version or update of the Integration Fox Platform will replace as modified version the original or previous version thereof, and henceforth be subject to all rights and obligations as mentioned in the General Terms. During the updates, the Integration Fox Platform may temporarily not be available to the User.

Acquired licenses are effective for the period indicated at the moment of purchase. Unless one of the Parties terminates the license as set forth below, the license will be automatically extended for the same period at the same license conditions.

  1. Integration Fox may terminate the license by giving a two weeks notice to the User via the email address that is indicated as contact address on the Platform.
  2. The User may terminate the license via the termination procedure offered on the Platform. Licenses that have started cannot be terminated or cancelled until the next license period. No payments will be refunded.

Integration Fox will automatically charge the credit card of the User for the payments of license extensions and the User gives express permission to Integration Fox to do so. In case the payment information is no longer correct, in case the payment facilitator refuses the payment for any reason or in case the payment facilitator executes a refund for any reason, the User will receive a notice to correct the payment details within two weeks time. If Integration Fox wasn’t able to process the payment during this period, the license will be automatically cancelled without further notice.

4. Set-up and synchronization details

The Integration Fox Platform is a self-service platform. The User needs to set-up the service himself by correctly configuring the Integration Fox Platform. The User will seek professional assistance if needed.

The Integration Fox Platform will automatically perform the synchronization according to the license specifications and the preferences and configurations set by the User (the “Synchronization Details”).

The User will consult the technical specifications of the Integration Fox Platform on the Integration Fox website, the API specification of the synchronized applications and configure and adjust the User preferences in order to ensure that a proper synchronization is possible. E.g. the User will take into account the synchronization frequencies, the amount of data, processes …

The User may order additional capacity and licenses with different specifications by ordering and paying for it via the Platform. The User is responsible for its choice of licenses and capacity and the configuration of the Integration Fox Platform. The User acknowledges that synchronization malfunctions may arise if the Synchronization Details don’t match the needs. The User acknowledges that by not extending the licenses or by refusing to pay for additional capacity, he takes responsibility for any and all synchronization issues and loss of data as a result thereof.

Record Sync Limit

We provide a sync limit of up to 2 million synchronisations per month for each customer account. This limit is designed to be more than sufficient for regular business usage while ensuring optimal performance and reliability for all other customers. 

Usage above Sync Limit

If you exceed the limit of 10 million syncs in a single month, we reserve the right to apply a discretionary usage fee to your account for that month. The specific fee will be communicated to you in advance and will depend on the excess usage incurred.

Monitoring and Enforcement of Sync Limit

We continuously monitor usage to ensure fair access to our Services for all users. If we identify that you have exceeded the limit specified in this Policy, we will contact you via email to discuss your options, which may include the discretionary usage fee or upgrading to a custom plan that better suits your needs.

5. Scope and limitation of the Related Services provided by Integration Fox

Integration Fox provides the User with a software platform that enables the User to synchronize data and to perform operations as set forth on the Integration Fox website.

The Related Services provided by Integration Fox are strictly limited to all reasonable measures to ensure the working and availability of the Integration Fox Platform as set forth on the Integration Fox website.

Integration Fox does not screen the data, text or media content, processed through the Integration Fox Platform by the User. The User is free within the limited scope of its license rights to use and operate the Integration Fox Platform according to its intended purpose. As a result, the User bears the sole and full responsibility for the content that he processes with the use of the Integration Fox Platform.

6. User’s obligations and liability

User accepts complete and unconditional responsibility for any and all operations performed under the accounts. User is responsible for the confidentiality of the accounts, usernames and passwords, for the access to the computer system and for the acts and negligence of any party making use of an account of the User. User will not allow access to the Integration Fox Platform to anyone that is not an employee or trusted contractor of User.

In case User finds or suspects any misuse of the account information, User will immediately change the passwords or contact Integration Fox on support@integrationagent.io to temporarily block the accounts.

The User will only process data he has the right to process. The User will comply with (i) all international, national, state and local laws and regulations, (ii) all internet regulations, policies and procedures and (iii) the license conditions of the applications synchronized by the Integration Fox Platform.

The User agrees to never use the Integration Fox Platform for illegal purposes or conduct that is otherwise objectionable. The User may not process any content that (i) is unlawful, harassing, libellous, abusive, threatening, or harmful of any kind or nature or otherwise objectionable; (ii) he does not have the right to process under any law or under contractual or fiduciary relationships; (iii) infringes any rights of a third party, such as but not limited to patent, trademark, trade secret, personal data protection and copyright rights.

The User will not use nor display any means, software or routines that might harm other parties or the good functioning of the Integration Fox Platform, or disproportionately burden the Integration Fox Platform system. The User accepts full responsibility for the accounts and agrees to defend, indemnify and hold harmless Integration Fox, its shareholders, directors, officers, employees, agents, distributors, attorneys, parent companies, subsidiaries and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, taxes, costs and expenses (incl. reasonable attorney fees and costs) arising out of or related to User’s breach of the General Terms or the Annexes.

7. Security and data protection

Integration Fox warrants that the Integration Fox Platform service is secure and protected in a professional manner. However, as the Integration Fox Platform service is delivered through the internet, Integration Fox cannot guarantee that the Integration Fox Platform cannot be hacked, breached or compromised in any manner. In case User finds or suspects any misuse or security breach, User will immediately contact Integration Fox on support@integrationagent.io.

Integration Fox will not store User data on its servers, that are not strictly necessary for the delivery of the Integration Fox Platform service.

The User is entitled to process personal data as defined in the General Data Protection Regulation 2016/679 (the “GDPR”) on the Platform, strictly in compliance with the GDPR and all other relevant legislation. Integration Fox will act as a processor of the personal data under the terms of the personal Data Processing Agreement. This Data Processing Agreement forms an inherent part to the agreement between Integration Fox and the User.

When the User interacts with the Platform or websites of Integration Fox (the “Website”), Integration Fox automatically receives and records information on its server logs from the browser of the User including the IP address, “cookie” information, and the page the User requested. “Cookies” are identifiers Integration Fox transfers to a computer or mobile device that allow it to recognize the browser or mobile device and tell it how and when pages in the Website are visited. The User may change the preferences on the browser or mobile device to prevent or limit the acceptance of cookies, but this may prevent the User from taking advantage of some of the features of the Website.

When the User visits the Website, whether as an Integration Fox customer or a non-registered user just browsing, the Integration Fox servers automatically record information that the User’s browser sends whenever he visits the Website (“Log Data”). For example, Log Data may include information such as the computer’s IP address, browser type or the webpage the User was visiting before he came to the Website, pages of the Website that the User visits, the time spent on those pages, information the User searches for on the Website, access times and dates, and other statistics. Integration Fox uses this information to monitor and analyze the use of the Website and the Related Services and for the Website’s technical administration, to increase the Website’s functionality and user-friendliness, and to better tailor it to the visitors’ needs.

8. Confidentiality

Integration Fox acknowledges that all data that the User processes through the Integration Fox Platform is confidential. Integration Fox hereby undertakes to keep this confidential information secret, and will not divulge it or to make it known to third parties. Nor will Integration Fox use this information to its own benefit without express written permission from the User.

Integration Fox shall only pass the confidential information and/or data to or make it known to those of its employees and contractors that absolutely must have this information to provide the Platform and the Related Services.

The User undertakes a similar confidentiality obligation with respect to the data that the User receives from Integration Fox.

9. Support and problem reporting

All support and problem reporting to be submitted via support tickets. Our team will update you within 24 hours to confirm receipt and to inform you that we are actively investigating your issue. Critical integration outages are prioritised, and we encourage you to follow up your email by calling our team directly at +6498718557. This ensures that your issue receives the urgent attention it requires. For non-critical tickets, (please note that while we don't provide a specific Service Level Agreement (SLA) for resolution time) we are committed to keeping you informed. You can expect a weekly update from us detailing the progress of any long-running tickets. Generally our tickets remain open for no longer that a week for over 95% of cases. In cases where your ticket is identified as a Change Request, these do not have specific SLAs and are scheduled according to our delivery team's sprint planning. Our team will be in touch with you to discuss Integration Scoping, Costings, and provide an estimated time of arrival (ETA) for delivery. Your experience and satisfaction with our service are of utmost importance to us. If you have any further questions or need additional assistance, please don't hesitate to get in touch.

The User may report problems via support@integrationfox.com.

10. Third party API’s

The User acknowledges that the Integration Fox Platform service depends on the API’s of the synchronized applications. Therefore, the Integration Fox Platform may not properly function or not be available in case a third party API changes, malfunctions, contains bugs, is restricted or any other issue with a third party API arises (together referred to as “API Issues”).

Integration Fox will use its best efforts to resolve the API Issues in a professional manner and as soon as possible. The User acknowledges this risk and accepts that Integration Fox will not compensate User for damages resulting from API Issues.

11. Title to the Integration Fox Platform

All intellectual property rights in, title to or ownership of the Integration Fox Platform (such as but not limited to copyright, database rights, trademarks and patents) shall at all times remain with Integration Fox. This includes the mechanisms and interfaces built by Integration Fox to link with third party API’s. All manuals, documentation and programs, whether available in hard copy or accessible by remote inquiry shall remain confidential and the property of Integration Fox. User shall not use, print, copy, modify, translate or alter the Integration Fox Platform in whole or in part.

The Integration Fox and Integration Fox Platform logo’s and names are protected trademarks of Integration Fox. The User is not entitled to use, copy, remove or hide these signs without express written approval of Integration Fox.

The User is not allowed to grant any sub-license or other right with respect to the Integration Fox Platform.

12. Limitation of liability of Integration Fox

Integration Fox will provide all reasonable efforts to ensure the proper functioning of the Integration Fox Platform as set forth on the Integration Fox website.

Integration Fox represents that the Integration Fox Platform is developed in a professional manner and is consistent with generally accepted industry standards. Integration Fox will continue to improve the Integration Fox Platform and warrants that the Integration Fox Platform at all times will comply with such standards. However, Integration Fox does not warrant that the Integration Fox Platform is entirely free of small bugs and errors or that the Integration Fox Platform will function without interruptions.

Integration Fox provides the Integration Fox Platform “as is”. Integration Fox does not warrant that the functions contained in the Integration Fox Platform will meet the User’s performance requirements or that the Integration Fox Platform will operate in accordance with the User’s expectations. The User accepts responsibility for the selection of the Integration Fox Platform, its use and the results to be obtained there from.

Integration Fox makes no warranty of any kind, express or implied, and the warranty of fitness for a particular purpose is hereby excluded.

Integration Fox can only be held liable for gross negligence ( “faute grave”). It cannot be held liable when a defect or malfunction of the Integration Fox Platform is attributable to (i) a software or hardware defect that was not issued by Integration Fox, or (ii) API Issues, or (iii) the fact that changes or amendments to the Integration Fox Platform have been made without its permission, or (iv) if the User fails to report immediately any defect together with documentation and information relating to the occurrence of the defect.

The User understands that the Integration Fox Platform is an online application. Integration Fox cannot be held liable when a defect or malfunction of the Integration Fox Platform is attributable to network or communication issues, or to hacking, malware or other forms of misuse.

Integration Fox will not be liable to the User or third parties for loss of profits or business, loss of data, indirect, consequential or incidental damages, even if Integration Fox has been advised of the possibility of such losses or damages. For direct damages, if repair in species is not possible, the liability of Integration Fox toward the User (on contractual grounds as well as in tort) shall never exceed an amount equal to the license fees paid by the User over the last twelve months. The User shall take all necessary measures that can reasonably be expected to limit its damage.

The User shall indemnify Integration Fox and hold it harmless against and in respect to any and all claims, damages, losses, costs, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit that may be asserted against Integration Fox or that Integration Fox shall incur or suffer that arise out of, result from or relate to: (a) the non-fulfilment or breach of any obligation of the General Terms or Annexes; (b) any claim of any nature whatsoever brought by any third party who may suffer damages of any sort as a direct or indirect result of the User’s activities relating to or in connection with the User’s use of the Integration Fox Platform.

13. Termination for cause

In case Integration Fox notices an action by User or lack of action by User that might in Integration Fox’s reasonable opinion breach the General Terms or the Annexes, harm directly or indirectly a third party, might otherwise be objectionable or if a third party notifies Integration Fox of a possible harm, Integration Fox will contact the User in order to remedy the breach or harm caused as soon as possible and in any event within two weeks.

In extreme cases or in case the User fails to timely remedy the breach or the harm caused, Integration Fox — at its sole discretion — may immediately and without notice, without intervention of the court (“de plein droit”), block or remove any content and/or terminate or suspend any User license, without any repayment of license fees or other indemnification of User and with complete indemnification of Integration Fox. In case Integration Fox discontinues its services or blocks the User’s access to the Integration Fox Platform on the basis of this provision, User will not be entitled to any indemnification from Integration Fox for the damages suffered as a result thereof. If the User unsuccessfully contests Integration Fox’s decision in court, the User will reimburse Integration Fox’s legal costs and expenses (incl. all attorney fees and costs).

14. Force Majeure

Neither party shall be in default or otherwise liable for any delay in or failure of its performance if such delay or failure arises by any reason beyond its reasonable control, including the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, internet interruptions, hacking or any act or failure to act by the other party or such other party’s employees, agents or contractors. The User agrees that issues with the Amazon AWS platform are to be considered as force majeure.

15. General

If any of the provisions of this General Terms and Annexes are held to be or rendered void or unenforceable, the User agrees that the same shall not result in the nullity or unenforceability of the remaining provisions, but that the User and Integration Fox will use their best efforts to replace such provision with a valid and enforceable provision which will achieve, to the extent possible, the economic, business or other purpose for said void or unenforceable provision.

The mere fact that Integration Fox does not insist upon or enforce strict compliance by the User of any provision of the General Terms or Annexes shall not be construed as a waiver or relinquishment of Integration Fox’s rights pursuant to this condition, unless made in writing.

The rights and remedies afforded to Integration Fox pursuant the General Terms and Annexes are in addition to and do not in any way limit any other rights or remedies afforded to Integration Fox by law. All such rights and remedies are cumulative and may be exercised singularly or concurrently.

All notices between Integration Fox and the User shall be written in English and shall be deemed to be given to the User if sent by email to the email address for notices registered via the Platform and to Integration Fox if sent by email to support@integrationagent.io.

16. Applicable law and venue

Any agreement between User and Integration Fox with respect of the use of the Integration Fox Platform and the General Terms and Annexes shall be governed by, interpreted and construed in accordance with the laws of New Zealand without regard to conflicts of law rules that may result in the application of the laws of any jurisdiction other than New Zealand. Venue for any proceeding brought hereunder shall be with the courts residing in New Zealand.

17. Sensitive Information

"Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government-issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA). Nothing contained in this section limits the usage restrictions specific to Sensitive Information under the Agreement.

You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions at support@integrationfox.co.nz.

YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

18. The Fox Guarantee

  1. The Fox Guarantee does not apply to custom integrations or custom code.
  2. Claimed refunds apply to the subscription fee for the period of 90 days from when the integration was activated (sandbox or production).
  3. To claim The Fox Guarantee, please email support@integrationfox.com within 120 days of your integration being activated. No Fox guarantee claims will be honoured after this period.

19. 30 day Offer 

  1. The 30 days free integration starts from either a production integration being activated or sandbox integration being activated (whichever is activated first).

20. Professional Services Specific Terms

  1. Monthly Plans Billing: Customers will be charged a monthly fee in USD, which will be billed automatically through Stripe to their entered Credit Card. Credit Card details must be entered into the Integration Fox Billing Portal prior to the Sandbox going live. Monthly plan charges will begin 2 weeks after Sandbox Integration (or 30 days if the 30 day offer applies) has been activated or earlier if Sandbox has been approved and the integration is moved to Production.
  2. Subscription Period: The subscription is for a 12-month term which can be charged Monthly, Quarterly or Annually. Once the 12-month term is complete the subscription will auto-renew on a month-by-month basis.
  3. Subscription Cancellation: Where a subscription is cancelled billing will remain in place until the end of the subscription period or the remaining subscription can be settled in a once-off invoice for the remaining subscription value.
  4. Sandbox Review Period: Once provided access to the Sandbox integration, Customers must review the integration within 2 weeks. Delays to this review will result in the monthly plan billing begging prior to going live.
  5. Monthly Plan - Included Sandbox Period: Professional plans include Sandbox free for 1 month with an active production integration. Enterprise plans include Sandbox free for 3 months with an active production integration. Sandbox integrations will be paused at the end of this period unless you have an active Sandbox add-on.
  6. Implementation Services Billing: Implementation Services Invoices are in USD and will be sent via email. For New Zealand customers, Implementation Services Invoices will be in NZD + GST. 50% of the services invoice must be paid prior to the integration build is started with the remaining 50% paid once the sandbox review period has ended or sandbox has been signed off, whichever happens first.
  7. Payment Methods: Monthly plans must be paid via Credit Card loaded into the Integration Fox Billing Portal. Implementation Services invoices can be paid either through Stripe Credit Card or via Bank transfer. If a customer chooses to pay their Implementation Services Invoice via Bank transfer and if international payment fees are applicable they must cover these.
  8. Late Payments: If an invoice remains unpaid after 14 days, a late fee of 5% of the outstanding balance will be added to the customer's account. If an invoice remains unpaid after 30 days, the customer's account will be suspended until the invoice is paid in full.
  9. Refunds: Refunds will only be issued if a customer cancels their account within 14 days of sign-up. No refunds will be issued for monthly fees or services already rendered.
  10. Currency Conversion Charges: Integration Fox is not responsible for any currency conversion fees charged by the customer's bank or credit card company.


21. Partner Programme Specific Terms 

Referrals

  1. Specific terms for the Fox Partner Programme are held within your Fox Partner Agreement which you will have accepted via DocuSign. Please speak to your Channel Account Manager for details or see generic Partner Agreement within the Partner Resources Hub. 

Reselling

  1. Specific terms for the Fox Partner Programme are held within your Fox Partner Agreement which you will have accepted via DocuSign. Please speak to your Channel Account Manager for details or see generic Partner Agreement within the Partner Resources Hub. 

Data Processing Agreement (DPA)

1. Definitions

  • 1.1. The capitalized terms as used herein shall have the meaning as set out in this Article 1 or in the Agreement.

“Agreement”: The Agreement between Integration Fox and User regarding the use of the Platform. “DPA”: This Data Processing Agreement which sets out the general rules regarding the conditions according to which Integration Fox will perform the activities of Processing Personal Data on behalf of the User.

“Processing”, “Processor”, “Data Subject”, “Data Breach”, “Supervisory Authority”: Have the meaning given to that term by the General Data Protection Regulation (EU) 2016/679 (the “GDPR”).

“Services”: The services provided by Integration Fox to the User as set out in the Agreement.

2. Purpose of the Data Processing

  • 2.1. Parties concluded an Agreement according to which Integration Fox will perform Services for the User. In the performance of the Services, Integration Fox shall process certain personal data on behalf of the User (the “Personal Data”). Integration Fox will only process these Personal Data for the purpose of executing the Services (the “Purpose”).
  • 2.2. The categories of Data Subjects and the types of Personal Data that are the subject matter of this DPA are the contact details of the data subjects that the User decides to sync via the Platform.

3. Term

  • 3.1. This DPA shall come into force on the same day as the Agreement. It terminates automatically (by law and without notification) at the moment of termination or expiration of the Agreement.

4. Rights and obligations of the User

  • 4.1. User shall be responsible for complying with all its obligations as set out in the GDPR, including ensuring compliance with the principles relating to the Processing of Personal Data as set out in Article 5 of the GDPR.
  • 4.2. User warrants that it has the right to process the Personal Data via the Platform. The User shall indemnify Integration Fox and hold it harmless against and in respect to any and all claims, damages, losses, fines, costs, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit that may be asserted against Integration Fox or that Integration Fox shall incur or suffer that arise out of, result from or relate to the non-fulfilment or breach of any obligation of this DPA or the GDPR by User.

5. Rights and obligations of Integration Fox

  • 5.1. Integration Fox shall be responsible for complying with the terms of this DPA and the obligations as set out in the GDPR.
  • 5.2. Integration Fox shall process the Personal Data upon instruction of the User only.
  • 5.3. Integration Fox shall ensure that the persons in its organisation, authorised to Process Personal Data, have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  • 5.4. Integration Fox shall implement appropriate technical and organisational measures to protect the Personal Data against accidental or unlawful destruction, loss, alteration and unauthorized disclosure of or access to the Personal Data. Integration Fox will take into account the state of the art, the costs of the implementation of the measures, and the nature, scope, context and Purpose as well as the risk of varying likelihood and severity for the rights and freedoms of the Data Subjects.
  • 5.5. Upon the User’s request and taking into account the nature of the Processing, Integration Fox shall assist the User by taking appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the User’s obligation to respond to requests for exercising the Data Subject’s rights as set out in the applicable data protection legislation. Integration Fox shall notify User of any requests received from a Data Subject regarding the Processing. User shall be responsible for handling and replying to such requests. Integration Fox shall be entitled to receive compensation for such assistance as per its hourly rates, or such other rates as agreed between the Parties.
  • 5.6. Upon the User’s request and taking into account the nature of the Processing and the information available to Integration Fox, Integration Fox shall provide all reasonable assistance to the User in order to allow the User to comply with its obligations relating to (i) the security of processing, (ii) the notification of a Data Breach to the Supervisory Authority or the Data Subject as further set out in Clause 8, (iii) the carrying out of a data protection impact assessment and the prior notification to the Supervisory Authority. Integration Fox shall be entitled to receive compensation for such assistance as per its hourly rates, or such other rates as agreed between the Parties.
  • 5.7. Integration Fox shall make available all information necessary to demonstrate compliance with its obligations as laid down in this DPA and contribute to audits, including inspections conducted by the User or its chosen auditor, in accordance with Article 7.

6. Sub-processing

  • 6.1. User consents in principle to the use of Sub-Processors by Integration Fox.
  • 6.2. In the event Integration Fox makes use of a Sub-Processor, Integration Fox will enter into a data processing agreement with such Sub-Processor that is as strict as this DPA. Integration Fox shall remain fully liable to the User for the performance of the Sub-Processor.
  • 6.3. User understands that, under the Agreement, Integration Fox syncs between several online tools and apps. Integration Fox is not responsible for the processing of these tools and apps and accepts that these tools and apps are not sub-processors of Integration Fox, but third parties. The User should review the privacy policies of such third party tools and apps and accepts complete responsibility over the processing by these third parties.

7. Audit

  • 7.1. Upon User’s request, Integration Fox may demonstrate compliance with its obligations by providing User with the most recent certifications and/or summary audit reports concerning the technical and organisational measures taken. User may ask additional questions and Integration Fox will reasonably cooperate with User by providing additional information. Integration Fox may charge User for its cooperation at its usual hourly rates.
  • 7.2. In the event no such certifications and/or summary audit reports are available, the following procedure shall apply. The User shall be entitled to audit or have audited Integration Fox’s compliance with this DPA. Any such audit may not take place more than once every contractual year. User shall provide Integration Fox with at least thirty (30) days prior written notice via registered mail of its intention to perform an audit. The notification must include the name of the auditor, a description of the purpose and the scope of the audit. The audit shall take place during the normal business hours as are applicable at the location of Integration Fox.
  • 7.3. The audit may be conducted by an internal auditor of User or an external auditor selected by User, provided that the external party could not be considered a competitor of Integration Fox or provided there is no conflict of interest. Integration Fox shall be entitled to approve the auditor in advance.
  • 7.4. Integration Fox can limit User’s access to Integration Fox’s premises to a room provided by Integration Fox and the auditor will not be allowed to copy or remove any documentation from Integration Fox without prior validation and agreement of Integration Fox.
  • 7.5. The User guarantees that the audit is performed in a way that minimizes the inconvenience to Integration Fox and its business.
  • 7.6. User shall impose sufficient obligations of confidentiality on its auditors. In addition thereto, Integration Fox has the right to demand that the auditors sign a non-disclosure agreement prior to the start of the audit in a form as set out by Integration Fox. In all cases, it is essential to protect Integration Fox’s confidential information.
  • 7.7. User shall, or shall request its external auditors to, send a draft version of the audit report to Integration Fox. Integration Fox shall be entitled to present its comments within a timeframe as agreed between the Parties. The auditor shall take into account Integration Fox’s comments and shall include such comments in its final report, which shall be distributed to Integration Fox.
  • 7.8. All costs of the audit shall be borne exclusively by the User.

8. Data breach notifications

  • 8.1. In the event of a Data Breach, Integration Fox shall notify User without undue delay after becoming aware of a Data Breach.
  • 8.2. The notification shall include, to the extent such information is readily available to Integration Fox:
    • (a) the nature of the Data Breach including, where possible, the categories and approximate numbers of Data Subjects and Personal Data records concerned;
    • (b) the name and contact details of the data protection officer or other contact point where more information can be obtained;
    • (c) the likely consequences of the Data Breach;
    • (d) the measures taken or proposed to be taken to address the Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.

To the extent the preparation of the notification places undue burdens upon Integration Fox, Integration Fox shall be entitled to invoice User for its assistance as per its hourly rates or such rates as agreed between the Parties.

9. Termination and consequences

  • 9.1. This DPA shall end automatically (by law and without notification) upon the later of (i) termination or expiration of the Agreement; or (ii) date of last processing activity.
  • 9.2. Upon termination of this DPA, Integration Fox shall cease its Processing activities. In the event of partial termination of the Agreement, Processing shall cease for such activities as are affected by the partial termination at the moment of partial termination or another moment as agreed between the Parties.
  • 9.3. Integration Fox shall at the choice of the User, delete or return all Personal Data related to the terminated Services (in so far as these Personal Data are not needed for non-terminated Services in case of partial termination) and delete existing copies in so far technically possible. Integration Fox may retain copies in case storage of Personal Data is required for legal or regulatory reasons.

10. Liability

  • 10.1. Integration Fox can solely be held liable for attributable breach of this DPA, or the provisions directly applicable to it by virtue of the applicable Data Protection Legislation, in so far as User has complied with its own obligations as set out in this DPA, the GDPR and other applicable data protection legislation.
  • 10.2. In the event Integration Fox and User are held jointly liable by the Data Subject, User shall compensate the Data Subject in full. User shall be entitled to compensation by Integration Fox in so far there is an attributable and proven breach of Integration Fox of the DPA or provisions of the GDPR specifically directed to Integration Fox, in so far (i) User has complied with its own obligations as set out in this DPA, GDPR and other the applicable data protection legislation and (ii) in proportion to the ratio of the impact of the proven fault of Integration Fox. Such compensation shall be subject to the limitations of liability as provided for in the Agreement.

11. Governing law and disputes

  • 11.1. This Data Processing Agreement is governed by New Zealand law.
  • 11.2. Any dispute arising out of or in connection with this Data Processing Agreement shall be governed by, interpreted and construed in accordance with the laws of New Zealand without regard to conflicts of law rules that may result in the application of the laws of any jurisdiction other than New Zealand. Venue for any proceeding brought hereunder shall be with the courts residing in New Zealand.

12. Miscellaneous

  • 12.1 If any provision of this DPA is held to be invalid or unenforceable in whole or in part, it shall (to the extent that it is invalid or unenforceable) be deemed to be severable and the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected. If the severed provision is fundamental to the achievement of the purpose of this Agreement, the Parties will negotiate in good faith to remedy the invalidity, illegality or unenforceability of the provision or otherwise amend this DPA to give effect to its purpose.
  • 12.1. This DPA may only be modified by a written amendment, signed by the authorized representatives of both Parties.