Terms and Conditions

General Terms and Conditions IT Services

Supplementary Contractual Terms and Conditions Bacher Services

Data protection and confidentiality

General Terms and Conditions IT Services

Download PDF Document

1. General information

1.1. Bacher Systems EDV GmbH (hereinafter "Bacher Systems") offers its customers a comprehensive range of services and products in the IT sector. Services and consideration are defined in customer-specific offers or individual contracts between the customer and Bacher Systems. In particular, the type of deliveries and services to be provided by Bacher Systems and their scope, duration and remuneration are agreed therein.
1.2. Unless otherwise agreed in individual cases, Bacher Systems fulfils its customers' orders based on the terms and conditions in this document (hereinafter "GTC").
1.3. For certain services, additional service-specific conditions apply.
1.4. Any declarations to the contrary by the customer shall only be valid if they are accepted in writing. Orders shall only be considered accepted after all details have been clarified by written confirmation.
1.5. If there is no separate agreement between the customer and Bacher Systems on data protection, confidentiality and secrecy, the agreements according to the Bacher Systems document "Data protection and confidentiality" shall apply.
1.6. To facilitate readability, gender-specific differentiation is omitted without any intention of discrimination.

2. Definition of terms

3. Provision of the service by Bacher Systems

3.1. The services provided by Bacher Systems within the scope of these GTC include, depending on the agreement:

• Supply of IT components
• Access to cloud services
• Project or work services
• Service provision

3.2. Bacher Systems shall only provide installation, training, project, or work services if this is expressly agreed in the individual contract.
3.3. Bacher Systems shall supply documentation to the extent expressly agreed.
3.4. Bacher Systems shall provide the services in a professional and careful manner, using the current state of the art at the time the contract is concluded and taking into account the requirements agreed in the individual contract.
3.5. Both the time and location of the services are specified in the individual contract.

4. Customer cooperation

4.1. To enable proper fulfilment of the contract by Bacher Systems, careful cooperation is required from the customer. In this context, the customer is obliged to cooperate as follows. If the customer does not provide the necessary cooperation, does not do so in a timely manner or does not do so in the manner customary in the industry or agreed, the resulting consequences (e.g. delays, additional expenses) shall be borne by the customer.
4.2. Ensure that it provides the required cooperation or that of its vicarious agents in good time, to the required extent and free of charge for Bacher Systems;
4.3. Provide Bacher Systems employees with all necessary, industry-standard, or expressly agreed support when executing the order. This includes, among other things, the customer ensuring the following on its side:
a) a qualified person is available to assist at the place of fulfilment
b) free access to the respective infrastructure
c) access to the information required for the activity
d) required permissions
4.4. Written notification to Bacher Systems of significant changes in the environmental conditions and other circumstances essential for the provision of the service;
4.5. If the customer has specific expectations regarding certain functions or compatibility with other IT components or services, it shall agree this with Bacher Systems in advance in writing;
4.6. If only the delivery of IT components or access to cloud services is agreed, the sole responsibility for their selection, configuration and use lies with the customer;
4.7. Required security measures to protect its stored data from possible destruction.

5. Deadlines and time limits

5.1. Service deadlines or time limits specified in contracts may change during the course of the project due to unforeseen circumstances. Dates are only binding if they have been expressly designated as "binding" in writing and by mutual consent.
5.2. If a delay is demonstrably due to obstacles for which Bacher Systems is not responsible, the time limit shall be extended appropriately.

6. Acceptance of work services

6.1. The scope of functions to be provided by the work service and, if applicable, the criteria for acceptance are agreed in individual contracts.
6.2. In the event that only the delivery of IT products and the provision of cloud services and services have been agreed in the individual contract, the service shall be considered rendered as soon as the customer confirms delivery of the products and completion of the service provision.

7. Payment for services

7.1. The remuneration to be paid by the customer for the contractually agreed services results from the respective individual contract.
7.2. If remuneration based on time spent has been agreed, the billing shall be based on Bacher Systems' activity reports. Billing shall be based on the times recorded by Bacher Systems employees with an accuracy of 0.25 hours. In this case, travel times shall be remunerated with flat-rate travel allowances or at the agreed hourly rate, depending on the agreement.
7.3. If, due to inaccurate information or a lack of cooperation from the customer, the workload exceeds the estimates that Bacher Systems used to calculate its offer, Bacher Systems shall be entitled to an appropriate increase in the original remuneration, even when the remuneration is based on a fixed price or has an upper price limit.
7.4. Unless otherwise agreed, Bacher Systems shall bill after the respective delivery or service provision, i.e. bills can be issued separately for different subsections (partial deliveries).
7.5. The agreed prices cover the services to the agreed extent and are exclusive of VAT. VAT is to be added. Default interest of 4% above the monthly Euribor shall be charged for late payments.
7.6. The customer can only offset undisputed or legally established claims against claims by Bacher Systems.
7.7. The remuneration for Bacher Services is regulated in the "Supplementary Contractual Terms and Conditions for Bacher Services".

8. Transport and transfer of benefits and risks

8.1. Bacher Systems has taken out insurance for transport to the place of delivery.
8.2. Irrespective of who bears the transport costs, the benefits and risks are transferred to the customer when the latter accepts a delivery.
8.3. The customer accepts any shipping method chosen by Bacher Systems.

9. Rights of use

9.1. Bacher Systems guarantees that the IT components and cloud services can be used as ordered without restrictions. In addition, the manufacturer's licensing terms take precedence.
9.2. Insofar as the provision of software or cloud services by Bacher Systems has been agreed, the customer shall be granted the non-exclusive and non-transferable right to exercise any rights of use after full payment of the agreed fee in compliance with the contractual specifications at the agreed place of installation for the contractual purpose to the extent of the number of licences purchased. In particular, the customer is not entitled to transfer rights of use to third parties or to make the use accessible to third parties.
9.3. Insofar as licensing rights to products (IT components, cloud services) from manufacturers are to be procured and made available to the customer within the scope of the provision of services by Bacher Systems, these shall be supplied on the basis of and under the terms and conditions of the licence or transfer agreement stipulated by these manufacturers. At the customer's request, Bacher Systems shall provide these terms and conditions.
9.4. The customer fully accepts even if it waives inspection the respective licence or transfer conditions of the manufacturer and shall indemnify and hold Bacher Systems harmless in the event of any breach of contract for which the customer is responsible, regardless of fault.
9.5. If the provision of software by the customer has been agreed, it is solely the customer's responsibility to procure and test it in good time, at its own expense, for the operation of its data processing.
9.6. In this case, the customer must also ensure a corresponding licence (right of use), in terms of both type and number. If third-party claims are made against Bacher Systems resulting from an alleged licence infringement of the software provided by the customer, the customer shall defend against these claims at its own expense and indemnify and hold Bacher Systems harmless in this regard.

10. Delivery and service defects

10.1. Bacher Systems provides a warranty based on the statutory provisions, unless otherwise agreed below.
10.2. The warranty period for all defects is 12 (twelve) months from the handover of the IT components to the customer, in the case of project and work services with acceptance as defined in point 6.
10.3. Bacher Systems only warrants the correct function of IT components and cloud services supplied if this concerns usually expected features or the interaction in configurations previously agreed in writing.
10.4. Bacher Systems can remedy a defect at its discretion by subsequent delivery, improvement, or replacement. Replaced parts become the property of Bacher Systems.
10.5. Software defects shall be remedied online, regardless of the place of fulfilment agreed in the individual contract and insofar as technically possible.
10.6. During the warranty period, the customer shall receive free access to corrections (e.g. patches) or a new software version in which the defect has been corrected. The customer is responsible for applying corrections or installing new versions. There is no entitlement to newer versions of the software that contain functional improvements to the licensed software.
10.7. If the customer reports that the services are defective, Bacher Systems may, at its discretion, remedy the defects by subsequent delivery, improvement, or replacement. Replaced parts become the property of Bacher Systems. The customer shall exchange and return defective parts that the manufacturer has designed to be exchanged by the customer.
10.8. Bacher Systems accepts no liability for damage caused by the customer or third parties making changes to the services or replacing parts that do not meet the original specifications. The same shall apply correspondingly to damage caused by improper use or handling.
10.9. The customer may demand the cancellation of the individual contract due to a delay in delivery or service for which Bacher Systems is responsible only for parts of the delivery or services that have not yet been rendered or delivered. If partial deliveries/services already provided cannot be used by the customer, it is entitled to terminate the contract after a grace period has expired in vain.
10.10. Cases of force majeure do not entitle the customer to terminate the contract. In this case, the contracting parties shall jointly agree on a balanced solution for further action.

11. Information security

Bacher Systems is certified according to the ISO 27001:2013 standard and thus meets strict requirements for information security, which are regularly checked by external auditors. In addition, Bacher Systems shall provide the customer with all information required to prove compliance with the regulated obligations. Bacher Systems shall facilitate and support reviews, including audits, carried out by the customer or an auditor commissioned by the customer at its own expense. Efforts incurred for this shall be charged separately.

12. Data protection, confidentiality, and secrecy

If there is no separate agreement between the customer and Bacher Systems on data protection, confidentiality and secrecy, the agreements according to the Bacher Systems document "Data protection and confidentiality" shall apply.

13. Infringement of third-party property rights

13.1. If third-party property rights are infringed when the service results are used as ordered and corresponding claims are asserted against the customer by property right holders, the customer shall inform Bacher Systems of this in writing immediately after receiving the notification of claim from the third party. In addition, the customer shall authorise Bacher Systems to defend against or settle such a claim at its own expense.
13.2. Insofar as the customer is obliged to pay damages and court and legal fees to the third party based on a final judgment or a settlement reached with the cooperation of Bacher Systems, Bacher Systems shall indemnify the customer against such claims and pay these amounts itself to the third party or, in the case of payment by the customer, reimburse the customer for these amounts.
13.3. In the event of an infringement of third-party property rights, Bacher Systems shall, at its own discretion and at its own expense, change or replace the service results or the associated documentation to the exclusion of further claims, in such a way that third-party property rights are no longer infringed and yet the agreed service characteristics are still essentially adhered to, or provide the customer with a further right of use by concluding a licence agreement with the property right holder. If none of these options is economically justifiable, Bacher Systems is entitled to the exclusion of any other liability to terminate the right of use for the service result in question and to refund the customer the fee paid for this.

14. Liability

14.1. The contracting parties are liable without limitation for damage caused by intent or gross negligence. Furthermore, each contracting party is liable without limitation for damage resulting from injury to life, limb, and health. Bacher Systems is liable for product liability claims in accordance with the provisions of the Product Liability Act.
14.2. In cases of damage caused by a contracting party through slight negligence, the liability of the respective contracting party is limited as follows:
a) in the case of agreed one-off remuneration, the liability per contract year is limited to the net order volume.
b) if recurring remuneration is agreed, the liability per contract year is limited to the net annual fee.
14.3. In this context, a damage event also refers to multiple instances of damage caused by the same cause or multiple instances of damage due to causes that are directly related in time and space, although the impact must be the same.
14.4. Liability for all other damage is excluded. Neither party is liable for indirect damage, incidental damage, associated or consequential damage, loss of profit, loss of sales or interest, or damage resulting from the loss of data or use of data.
14.5. The liability for misconduct of the manufacturers involved by Bacher Systems is limited to the careful selection of these manufacturers.
14.6. Claims for damages shall become statute-barred in accordance with the statutory provisions, but no later than one (1) year after the damage and the party causing it could have been identified.

15. Re-export

Bacher Systems points out that the products and services supplied may be subject to export control regulations. In the case of export, the customer is responsible for observing the relevant laws both in the course of fulfilling the contract and afterwards.

16. Other provisions

16.1. Should provisions of these terms and conditions be or become invalid or should gaps be found in them, this shall not affect the validity of the remaining provisions. In place of the ineffective provisions or to fill the gap, an appropriate provision should come into effect which, as far as possible, comes closest to what the contracting parties would probably have wanted according to the meaning and purpose of these terms and conditions.
16.2. Changes and additions to these terms and conditions can only be agreed in writing.
16.3. Contracts concluded based on these terms and conditions are exclusively subject to Austrian law, to the exclusion of reference standards and the UN Convention on Contracts for the International Sale of Goods.
16.4. The place of jurisdiction for all disputes is exclusively the competent court in Vienna Inner City.

(Edition: March 2023)

Supplementary Contractual Terms and Conditions Bacher Services

Download pdf Document

1. General information

1.1. For agreements concerning Bacher Services, these terms and conditions form the contractual framework (hereinafter "Agreement") for the cooperation between Bacher Systems EDV GmbH (hereinafter "Bacher Systems") and its customers. They are therefore a binding supplement to offers concerning Bacher Services and apply in addition to Bacher Systems' "General Terms and Conditions for IT Services" or the terms and conditions agreed with the customer in their place, both hereinafter "generally agreed terms and conditions".
1.2. If Bacher Services have already been agreed in existing contracts (e.g. existing service contracts or operating service contracts), the terms and conditions agreed at that time shall prevail and continue to apply to the services agreed therein.

2. Scope of services

2.1. The scope of the services to be provided by Bacher Systems is defined in the Agreement by specifying the selected service packages. The details of the service packages are set out in service descriptions (e.g. for "Bacher Infrastructure Services").
2.2. Bacher Systems does not provide the following services, among others, within the framework of the Agreement and will charge them at the agreed hourly rates if necessary:
2.2.1 Services that go beyond the agreed scope, as well as services that become necessary due to force majeure or the fault of the customer or third parties.
2.2.2 Services that are required because the customer…
a. does not fulfil its obligations to cooperate as agreed; or
b. has not created the necessary prerequisites as agreed; or
c. has made changes to systems without consulting Bacher Systems, which lead to additional efforts (e.g. clarifying the situation, restoration) on the part of Bacher Systems
2.2.3 Efforts due to legal changes.
2.2.4 Efforts due to uncommunicated changes.
2.2.5 Services for and on products that are not covered by the Agreement.

3. Extensions and reductions

3.1. If the quantity structure (including number of systems or similar) changes independently of projects handled with Bacher Systems, i.e. due to customer measures, the customer shall inform Bacher Systems of this change in writing. This is a prerequisite, among other things, for the onboarding or offboarding of the systems in the monitoring system to take place and for the adjustment to be documented in the quantity structure.
3.2. For components not supplied by Bacher Systems, a transition period of 30 days from the date of inclusion in the Agreement applies. Any faults that occur during this time will already be remedied within the framework of the Agreement, but the customer will be billed for the effort incurred as well as any costs incurred for updating software versions.
3.3. In the case of extensions to the quantity structure, the agreed extension price and the effort for the transition will be charged. As long as extensions are not reported, they are not covered by the flat-rate contract fee.
3.4. If the quantity structure changes, the contract fee will be recalculated. The extent of the price change can be determined as soon as the changes are specifically known.

4. Prerequisites and obligation to cooperate of the customer

4.1. The customer is obliged to create the agreed prerequisites and to fulfil its obligations to cooperate. Even prerequisites that are not explicitly stated, which are a matter of course for IT operations, are to be created by the customer. These include, in particular, power and network connections as well as necessary firewall activation for all systems required to provide the service (e.g. the monitoring poller systems during system operation).
4.2. The customer is responsible for additional efforts or delays that arise because agreed prerequisites are not created or cooperation obligations are not fulfilled in the agreed manner.
4.3. The customer is liable for any physical damage to systems owned by Bacher Systems installed in the customer’s environment (e.g. monitoring bollards). This liability includes damage caused by improper handling, negligence or intentional behaviour by the customer or third parties, as well as damage caused by force majeure. The customer is fully responsible for the costs of repairing or replacing the damaged systems.

5. Impairment of service performance

5.1. The service is not provided in accordance with the contract by Bacher Systems if the service deviates significantly from the agreed specifications and service data and the customer immediately notifies Bacher Systems of this deviation in writing. As far as is reasonable, the customer shall implement measures that make it easier to determine the deviation and its cause.
5.2. If the service is not provided in accordance with the contract, Bacher Systems is entitled to remedy the deviation in a suitable manner of its own choosing. The customer shall grant Bacher Systems a reasonable period of time for the remediation. If the deviation is not remedied within this period, the customer shall notify Bacher Systems in writing, setting a reasonable grace period and describing the damage already resulting from the deviation or that still threatens to occur. Both parties shall then immediately discuss how to proceed and Bacher Systems shall initiate the necessary measures to eliminate the deviation. In this case, the customer may demand a reasonable decrease in the remuneration (reduction).
5.3. Delayed fulfilment of services occurs if Bacher Systems fails to meet the deadlines or time limits expressly agreed in writing as binding for fulfilment and these are of significant importance to the customer. If such binding deadlines or time limits are not met or if there is a risk of delay, Bacher Systems shall inform the customer of this. If the deadline or time limit cannot be met due to an unforeseen event for which Bacher Systems is not responsible, the deadline or time limit shall be extended by the duration of the occurrence of this event.
5.4. Claims for services not provided in accordance with the contract only exist if they are based on circumstances for which Bacher Systems is responsible.
5.5. The provisions agreed under this section conclusively regulate all claims of the customer for the respective case of the service not provided in accordance with the contract. The customer has no further rights against Bacher Systems. However, the right to terminate for good cause or the right to compensation for damages remains unaffected.
5.6. Insofar as there are claims for damages due to services not provided in accordance with the contract or other breaches of duty in the context of the provision of services, the limits of liability apply in accordance with the generally agreed terms and conditions.
5.7. Claims for services not provided in accordance with the contract, irrespective of the legal basis, shall become statute-barred one year after the provision of services.

6. Payment for services

6.1. The agreed fee covers all services specified in the Agreement, including the ancillary costs for these services such as travel, accommodation, and transport costs.
6.2. In the case of fixed-term contracts, the fees remain fixed for the entire duration of the contract. In the case of open-ended contracts, the fees remain fixed for the period for which they were paid according to the billing interval.
Supplementary Contractual Terms and Conditions
Bacher Services
Version of 09/11/2023 Supplementary Contractual Terms and Conditions IT Services / Page 3 of 4
6.3. In addition, the fees shall change with the next billing period in accordance with the change in the Consumer Price Index 2020 published monthly by the Federal Statistical Office of Austria, or an index replacing it. Fluctuations in the index number upwards or downwards up to and including 5% shall not be taken into account.
6.4. The index number published for the month in which the offer was submitted shall be used as the reference value (base index) for value protection for the first fee adjustment. The value adjustment is based on the percentage difference between the target index and the base index.
6.5. If the services also contain contributions from third parties (e.g. product manufacturers) and they change their prices or if the underlying exchange rates change, the fee based on this shall be adjusted with the next billing period. Bacher Systems shall inform the customer in writing of these upcoming changes in fees no later than one month before the next billing period and, upon request, provide access to the documents justifying this change.
6.6. If this change would increase the previous fees by more than 5% beyond the index-related increase and the customer does not wish to continue the Agreement with the increased fees, the customer shall inform Bacher Systems accordingly in writing within four weeks after receiving the price increase information. The customer then has the right to terminate the Agreement with a notice period of two calendar months. Otherwise, the changed fees shall be deemed to have been agreed after this period has expired.

7. Commencement and duration, termination

7.1. The contract term and the start of the contractual relationship are based on the duration defined in the offer (hereinafter referred to as the "contract term"). During this contract term, the ordinary right of cancellation is excluded. The contractual relationship ends at the end of the
last day of the contract term. It is the responsibility of the Customer to extend the contractual relationship - if desired and accepted by Bacher - in good time. If no specific contract term and/or no specific start of the contractual relationship has been agreed, the following shall apply:
a. The contractual relationship shall commence on the date on which the Contractor (Bacher) receives the Client's acceptance of the offer.
b. The contractual relationship shall be concluded for an indefinite period. It may be terminated annually by either party subject to a notice period of three months to the respective date of conclusion of the contract. For better illustration: Assume that the contractual relationship begins on 15 May. The contractual relationship can now be terminated by giving three months' notice to 15 May of each subsequent year.
c. The cancellation must be made in writing, whereby an e-mail is sufficient.
d. The contracting parties retain the right to extraordinary cancellation.
7.2. In the case of several contracts whose scope of services build on each other, the contracts above then automatically end with the end of those contracts on which they are based; for example, an operating contract ends upon the end of a support contract required for it.
7.3. In order to align the term with existing contracts, Bacher Systems is entitled to adjust terms in consultation with the customer.
7.4. If the start of the provision of services is delayed due to circumstances on the part of the client, Bacher Systems reserves the right to begin invoicing the services no later than three (3) months after the conclusion of the contract or the agreed start of the contract.
7.5. If the customer does not provide the access authorisations required to provide the services as agreed, Bacher Systems reserves the right to terminate the contract by giving one month's notice to the end of the month.
7.6 The right to extraordinary termination for good cause remains unaffected by this provision. Good cause shall exist, in particular,
a) if one of the contracting parties violates essential contractual obligations and does not remedy them within a reasonable period of time despite a written request.
b) if insolvency proceedings are opened against the assets of one of the contracting parties or the opening of such proceedings is rejected due to lack of assets or if the contracting party actually becomes insolvent (however, this is subject to the provision in Section 25a of the Insolvency Code).

8. Terms of payment

8.1. Unless otherwise agreed in a specific case, the following terms shall apply.
8.2. For services to be rendered on an ongoing basis, the bill shall be issued twelve months in advance and must be paid within 30 days after billing. For systems that supplement the agreed scope of services during the billing period, the billing shall be made pro rata for the current period after the supplement. From the following billing period, the new total amount shall be billed.
Supplementary Contractual Terms and Conditions
Bacher Services
Version of 09/11/2023 Supplementary Contractual Terms and Conditions IT Services / Page 4 of 4
8.3. Bacher Systems shall issue the bill for one-time services immediately after the work has been completed. If the provision of partial services is delayed for reasons for which Bacher Systems is not responsible, services already provided shall be charged after six weeks at the latest.
8.4. Services that are not covered by the agreed fee shall be charged collectively on a monthly basis after the work has been completed.

9. Customer content

9.1 If the customer sends content to a service provided by Bacher Systems, he accepts the unrestricted access and use of this content by Bacher Systems, exclusively for the purpose of providing and operating the respective service. In addition, the customer agrees that Bacher Systems may also make this content available to other data processors (SaaS-manufacturer) for the purpose of providing and operating the respective service. The Customer shall always retain all rights and interests in its own content. Access and use of customer content shall be exclusively in accordance with the manufacturer's contractual terms and conditions.

10. Miscellaneous

10.1 If any part of these terms and conditions should be ineffective, this shall not affect the validity of the remaining terms and conditions. The ineffective condition shall be replaced by an effective condition that comes as close as possible to the economic intentions of both parties as can be recognised from the Agreement. Unless otherwise agreed, the statutory provisions applicable to registered traders shall apply.
10.2 Amendments to these terms and conditions as well as additions thereto are only valid if they are agreed in writing and signed by the company.

Edition: March 2025

Data protection and confidentiality

Download PDF Document

1. General information

The conditions listed here apply in addition to all agreements on cooperation between Bacher Systems EDV GmbH (hereinafter "Bacher Systems") and its customers.

2. Data protection

2.1. Whether and to what extent Bacher Systems (in this context "Processor") subsequently accesses and processes personal data of the customer (in this context "Controller") is decided by the Controller. Irrespective of this, the following data protection provisions also apply if the Processor has the technical possibility of access.
2.2. With this agreement, the Processor declares in a legally binding manner that it has taken all necessary technical and organisational measures in accordance with Article 32 GDPR to ensure a level of protection appropriate to the risk of processing. The technical and organisational measures for the security of data are described in the document "Technical and organisational measures of Bacher Systems EDV GmbH according to the GDPR", which will be presented on request.
2.3. The Processor undertakes to process data and processing results exclusively within the framework of the service contract with the Controller. If the Processor receives an order from an authority to surrender the Controller's data, it must if legally permissible inform the Controller immediately and refer the authority to the Controller.
2.4. If the Processor uses sub-processors in accordance with the provisions of this agreement, the Processor warrants to the Controller that it will contractually impose on them the same obligations as those set out in this agreement or in any other agreement between the Controller and the Processor.
2.5. The Processor creates the technical and organisational prerequisites so that the Controller can comply with its data protection obligations of information, correction, deletion, restriction and transfer as well as all other obligations (in particular with regard to the provisions of Articles 32 to 36 GDPR and the rights of data subjects referred to in Chapter 3 GDPR) towards data subjects resulting from the processing of personal data that arise from legal provisions. The Controller is solely responsible for fulfilling these obligations towards the data subjects.
2.6. If the Processor becomes aware of a personal data breach, it shall immediately notify the Controller.
2.7. The Processor shall inform the Controller if it believes that a provision of this agreement or an instruction of the Controller violates applicable data protection regulations.
2.8. The Processor shall provide the Controller with all necessary information to demonstrate compliance with the obligations under this agreement and shall facilitate and contribute to verifications, including inspections, carried out by the Controller or another inspector appointed by the Controller. If the costs for this exceed what is customary in the industry, they shall be borne by the Controller.
2.9. The Controller agrees to all sub-processors used by the Processor at the time of the conclusion of this agreement. Due to the involvement of manufacturers in service cases, the manufacturers become sub-processors within the meaning of the GDPR. Sub-processors beyond the manufacturers are listed on the Processor's homepage https://www.bacher.at/datenschutz. The Processor shall inform the Controller if a sub-processor is to be replaced or called in. The Controller may raise a reasoned objection to the use of the new sub-processor. If the Controller fails to do so within 7 days of being informed, this shall be deemed acceptance of the new sub-processor.
2.10. The Processor warrants that it has committed all persons commissioned with data processing to confidentiality before starting work or that they are subject to an appropriate statutory confidentiality obligation. In particular, the confidentiality obligation of the persons commissioned with data processing remains in force even after the end of their activity and departure from the Processor.
2.11. Unless otherwise agreed, the Processor undertakes to destroy all processing results and documents containing data after the end of this agreement, provided that this destruction does not conflict with legal, contractual, or legitimate interests. If the return of data is agreed, the Processor is obliged to return the data after the end of this agreement in the format in which it received the data from the Controller or in another common format.
2.12. The Controller accepts that the Processor may provide its services via remote support. The connection for the remote support session shall be set up and activated by the Controller in consultation with the Processor. The remote support session shall take place under the Controller's supervision. Personal data may be viewed in the process but shall neither be copied nor reproduced. The Processor usually uses its application to carry out remote support. If the Controller provides an application for remote maintenance, it also assumes responsibility for the framework conditions relevant to data protection.
2.13. Should it be necessary for the Controller to make personal data available to the Processor for processing, for example to clarify problem cases, this data shall be deleted immediately after the task has been carried out.

3. Confidentiality and secrecy

3.1. The contracting parties are obliged to treat confidentially the information made available to them by the other party on the basis of this contract, as well as any knowledge they acquire during this cooperation, about matters for example of a technical, commercial or organisational nature of the other contracting party, and not to exploit them or make them accessible to others throughout the duration and after the end of this contract within whose scope the disclosure takes place. Use of this information is limited solely to use within the scope of this cooperation. In particular, the customer shall ensure that an offer and contracts with their respective annexes provided to it are not disclosed to third parties, either in whole or in part, not even in an edited version, without the prior consent of Bacher Systems.
3.2. This confidentiality obligation does not apply to information demonstrably made available to the other party in one or other of the ways listed here:
a) lawfully obtained from third parties
b) it was already generally known when the contract was concluded or subsequently became generally known without a breach of the obligations contained in this contract
c) it was developed independently by the contracting party obligated to maintain confidentiality
d) by means of techniques, ideas, know-how and concepts of a third party (third-party know-how), which the third party lawfully made known to the other party, even if and insofar as this third-party know-how coincidentally coincides with confidential information within the meaning of this section.
3.3. Confidential information may be passed on by the respective recipient insofar as this is required by law or official orders must be followed. However, the recipient undertakes to inform the information provider of this immediately so that the latter can protect its rights by taking appropriate action.
3.4. These confidentiality obligations shall survive the end of this contract for both contracting parties for a further five (5) years from the end of the contract term.

(Edition: March 2023)