VERBI Software. Consult. Sozialforschung GmbH

General Terms & Conditions (GTC) and
End User License Agreement (EULA)

§ 1 Subject Matter

  • 1. Depending on the purchase of the license in accordance with §§ 5-7 of these GTC, the subject matter of this contract is the temporary or permanent transfer of MAXQDA in the selected functional scope against or without payment (e.g. demo license) together with the corresponding granting of the rights of use described in §§ 12, 13. The Customer has no right to the provision and use of the source code of the software.
  • 2. The provider of goods and services under this Agreement is VERBI Software. Consult. Sozialforschung GmbH (hereinafter referred to as “VERBI”).
  • 3. Subject to explicit contrary provisions in these GTC/EULA, VERBI is the manufacturer und author of the Software MAXQDA and its product family (hereinafter referred to as “the Software”). Product information, support and warranties are provided by VERBI.
  • 4. The Customer is informed that the MAXQDA Software uses open source components for its operation. These open source components are listed conclusively at https://www.maxqda.com/open-source-software , stating the applicable license in each case. The Customer expressly agrees to the use of these open source components in connection with the operation of the Software and undertakes to observe the license conditions provided at https://www.maxqda.com/open-source-software when using, editing and sharing the open source components.
  • 5. The quality owed and the functional range of the Software selected by the Customer are conclusively set out in the functional descriptions, which are available at https://www.maxqda.com/products .
  • 6. MAXQDA and its related product family are distributed – apart from VERBI directly – through VERBI’s resellers. If MAXQDA and the related product family are used by a reseller, this results in a direct contract between this reseller and the Customer. In this case, the Customer cannot assert contractual claims arising from the contract with the reseller against VERBI, but exclusively against the reseller.

§ 2 Scope

  • 1. These GTC/EULA of VERBI govern the legal relationship between VERBI and the Customer. The following provisions are aimed exclusively at businesses under § 14 German Civil Code (BGB) (non-private Customers) such as: universities, research institutions, other companies or entrepreneurs. If the Customer is a private consumer under § 13 BGB, (if he or she acquires rights of use for purposes which cannot be attributed either to his commercial or his independent professional activity), the General Terms and Conditions for Private Consumers shall apply exclusively (http://www.maxqda.com/terms-and-conditions-private).
  • 2. These GTC/EULA apply exclusively and will be the foundation of every contract with VERBI as a contract partner; contradictory or divergent conditions of the client will not be acknowledged by VERBI, unless VERBI has produced a written statement as acknowledgment. These GTC/EULA apply even if VERBI is aware of conflicting or deviating terms by the customer and performs the Customer’s order without reservation.
  • 3. Any agreement between clients and VERBI need to be a written agreement and cannot be waived orally.

§ 3 Entry into a Contract (Offer / Order, Confirmation and Acceptance)

  • 1. Descriptions of VERBI’s product, in particular on VERBI’s websites, do not constitute offers to conclude a contract, but are merely a non-committal invitation to the Customer, to send VERBI a request to enter into a contract for the acquisition of user rights for the Software.
  • 2. Upon receiving a request from a Customer, VERBI will draw up an offer to conclude a contract for the acquisition of usage rights to the Software MAXQDA or the related product family and send it to the Customer. By signing and returning the signed offer, the Customer declares acceptance of VERBI’s offer.
  • 3. Pricing information given by phone is without obligation.
  • 4. In addition, the Customer has the option of concluding a contract for the purchase of usage rights to the Software MAXQDA via the shop integrated on the VERBI website. To do this, the Customer first selects the relevant product on VERBI’s website. After selecting the product, the Customer is automatically redirected to the website of VERBI’s e-sales partner cleverbridge AG (hereinafter referred to as “cleverbridge”). The General Terms and Conditions of cleverbridge AG and cleverbridge, Inc., available at https://shop.maxqda.com/107/?scope=optandc&id=NMzXPfVl9N , apply to the conclusion of the contract via the web shop. The serial number for activating the Software as well as the download link will be provided to the Customer by cleverbridge immediately after conclusion of the contract.

§ 4 Customer Warranties

  • 1. The Customer warrants that all the information provided when placing the order was up to date and accurate in all material respects and that it is adequate for VERBI to carry out the order. This information results either from the offer sent by VERBI in accordance with § 3 or the information provided in the context of the order in accordance with § 3. Additional costs incurred by VERBI as a result of false or incomplete information shall be borne by the Customer.
  • 2. The Customer ensures that the correct discount level is selected (according to § 6) when placing the order. If the Customer claims a discount level that is found to be invalid or not applicable, VERBI is entitled to claim the difference.

§ 5 Terms of Payment for Orders outside the Online shop, Reservation of Ownership, Offsets

  • 1. Unless otherwise indicated, the prices stated in the offer made by VERBI at the time of placing the order shall apply.
  • 2. Orders from European countries must be placed in EURO; orders placed in US Dollars violate our General Terms and Conditions. These conditions are also eligible for all deliveries to European countries regardless of the location of order placement. US Dollar currency orders as well as deliveries are solely allowed out of American, South and East Asian, Oceanian and African countries.
  • 3. Unless otherwise indicated, the prices indicated are understood as exclusive of VAT (which is stated separately in the invoice at the statutory rate as of the invoice date). Prices include shipping costs.
  • 4. The payment of the purchase price is due immediately upon entry into the contract and shall take place in the manner specified on the VERBI Website. With the exception of purchases on account, payments shall take place prior to delivery. Annual licenses are to be paid in full up front for the entire license period. Where the Customer has purchased products or services with recurring payment obligations (subscriptions) the prices are due at the agreed interval(s) and the Customer shall pay these or make the corresponding purchase price available using the payment option selected for debiting by VERBI.
  • 5. The deduction of cash discount is subject to a prior separate agreement.
  • 6. Unless otherwise stated in the confirmation of order, the invoice amount for purchases on account shall be paid without deduction immediately after the invoice has been received. The Customer bears any costs of the money transfer themselves.
  • 7. Should the Customer be in default of payment, VERBI is entitled to demand interest on arrears and a further lump sum of EUR 40.00, unless the Customer can prove that no damage or lower damage has been incurred. The interest rate shall be 9 (nine) percentage points higher than the given base rate. If VERBI is able to prove higher damages caused by the default, VERBI is entitled to claim these damages. Any lump sum already claimed under this provision shall be credited towards the claim for damages.
  • 8. The Customer shall only be entitled to offset rights if his counterclaims have been legally established or acknowledged by VERBI. The Customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
  • 9. If the Customer is in default of acceptance or if they violate other cooperation obligations, VERBI is entitled to demand damages incurred, including possible additional charges. In this case, the risk of accidental loss or accidental deterioration of the contractual item also passes to the Customer at the time at which the latter is in default of acceptance.

§ 6 Discount Levels

  • VERBI offers special discounts for different groups of Customers. The purchaser / license holder will ensure that the license will only be made accessible to the authorized group of people.
  • 1. Academia: Academia pricing is available for educational institutions like universities, colleges, any kind of schools and their employees.
  • 2. Non-Profit: Non-Profit pricing levels can also be applied for by public institutions, charitable organizations, NGOs and their employees.
  • 3. Business: Business pricing applies to all customers except those meeting the criteria for Non-Profit, Academia or Student pricing.

§ 7 Types of License Acquisition

    1. Purchase

  • Purchased licenses may be used without a time limit. They include all services listed in § 14.
  • 2. Subscription

  • Subscriptions are valid for one year (beginning on the date of purchase). The subscription is automatically extended for another year unless the contract is cancelled at least 2 months in advance of the scheduled extension. Subscriptions include all services listed in § 14. Subscription licenses include free upgrades to new versions of the Software.
  • 3. Free Licenses

  • 3.1. Before purchasing one of the aforementioned licenses, the Customer has the option to use a free trial version, limited to 14 days.
  • 3.2. VERBI also provides a reader version of the Software – MAXQDA Reader – which can be downloaded for free from the VERBI website. The Reader version has a limited range of functions.
  • 3.3. In addition, there is a free license for participants of educational courses. The Course License is a free MAXQDA license, which can only be requested by teachers for the duration of an official methods course and must be applied for with VERBI. The educational course must be listed on the university’s website and/or in the university’s course catalog. The student participants of the respective course will each receive their own MAXQDA license to install on their private computers for the duration of the course, for which the provisions of these GTC/EULA on free licenses apply. The license may only be used for the purposes of the course. The license may not be used to complete bachelor’s, master’s, doctorate or other qualifying theses, dissertations or publications.
  • 4. Updates and Upgrades

  • 4.1. License holders of a MAXQDA license receive program updates within the purchased program version without charge. As soon as updates are available, they can be downloaded by using the update function within the Software.
  • 4.2. At the release of a new version of MAXQDA, registered license holders of a purchase license receive a one-time reduction on the new price (upgrade price). This applies to all purchase licenses held by the Customer. The authorization to purchase an upgrade must be proven by specifying the serial number(s). The upgrade right is rendered void if the license holder has not exercised the right to upgrade for two program versions in sequence.
  • 4.3. VERBI is entitled to create Software updates by own discretion.
  • 4.4. Free of charge licenses are not entitled to updates of the Software.

§ 8 Restrictions to the Transfer of Usage Rights and Right of Revocation

  • 1. In the event that the Customer is to be granted permanent usage rights to the Software, VERBI reserves the right to delay the transfer of said usage rights to the Customer until VERBI has received the full sum stated in the delivery contract, including additional costs (e.g. exchange costs, financing costs, interest, etc.). Until to this point, the Customer is only granted temporary rights, which can be revoked by VERBI in accordance with the following provisions.
  • 2. Until the time of the transfer of permanent rights of use pursuant to Paragraph 1, the Customer shall be obligated to notify VERBI immediately in the event of seizure or other interventions by third parties so that VERBI may bring an action pursuant to § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse VERBI for the judicial and extrajudicial costs of a prevailing complaint pursuant to § 771 ZPO, the Customer shall be liable for the failure incurred by VERBI.
  • 3. A serious breach by the Customer of the GTC/EULA entitles VERBI to revoke the contract with the Customer. The parties agree that a serious breach is given in particular if the Customer uses the license contrary to the terms of use in § 13.

§ 9 Delivery and Scope of Performance

  • 1. The delivery of the Software will be completed according to the delivery information on the VERBI website. The Customer usually receives a download link to download the Software from a website. As an additional option an installation CD can be ordered, which will be shipped to the Customer via postal mail. In both cases the installation must be unlocked with a serial number, which the Customer will receive via e-mail.
  • 2. An order will usually be processed within one week after it is entered.
  • 3. If the Software is offered to the Customer electronically, in the form of a link allowing the Customer to download the Software from VERBI’s server, the Customer is responsible for obtaining the Software. After accessing the required data, the Customer alone decides whether and when to download the Software.

§ 10 Ownership

  • 1. The Software product is protected by German copyright law, international copyright laws as well as by other intellectual property laws.
  • 2. The ownership and the copyright of the Software product (including, but not limited to pictures, photographs, animations, videos, audio, music, text and “applets”, that are included in the Software product), the printed accompanying material and all copies of the Software product belong to VEBRI.
  • 3. The Software product is to be treated like any other copyright protected material with the exception, that a copy of the Software is created for back up or archiving purposes. Through ownership, the installation or use of the Software the client acquires, apart from the user rights that are granted because of these GTC/EULA, no rights of the intellectual property.

§ 11 Activating the Software

  • 1. When purchasing a MAXQDA license, the user receives a serial number. This represents the key to use the Software according to the license terms.
  • 2. To use the Software, the Customer must activate it with the serial number. VERBI expressly points out that the activation process of the Software requires an internet connection. If the Customer does not have an internet connection, VERBI will undertake an alternative activation option for the Software in cooperation with the Customer. The activation requires the transmission of a variety of information about the computer used by the Customer and the system environment in which the Software is to be operated. This information may also contain personal data, as described in the separately contained Privacy Policy for the Software.

§ 12 Copyright and License

  • 1. The period of time for which Customer is granted the right to use the Software depends on whether the Customer has chosen a purchase license (§ 7 para. 1), a subscription (§ 7 para. 2) or a free license (§ 7 para. 3). If the Customer has chosen a purchase license, this will entail him/her with a a simple, non-exclusive right of use in the Software downloaded or received via postal mail to the extent granted in these GTC/EULA. If the Customer has selected a subscription or a free license, the rights of use are limited in time to the duration of the underlying agreement.
  • 2. The usage rights for upgrades, insofar as provided, are granted to the Customer in accordance with the underlying license type (purchase or leasing license). If the Customer has received and activated an upgrade, the usage rights for those elements of MAXQDA which have been replaced by the upgrade expire at the time of the installation and activation of the respective upgrade. Any Customer’s right to resell the upgraded Software also expires at this time.
  • 3. The Customer shall be entitled to use the Software according to the provisions of the respective license type (§ 13) – subject to full payment of the remuneration. Furthermore, the Customer is entitled to make a backup copy of the Software. This is to be clearly labeled as such. VERBI may require that any duplicated pieces, which are unlawfully produced, distributed, or distributed illegally, be destroyed.
  • 4. The Customer shall not be entitled to remove any copyright, trademark, property or other information provided on the data carriers, in the program itself or on the documentation. The use of the symbols, which are integrated into the Software, may only be carried out within the scope of normal, contractual use of the Software. The separate use or exploitation of the symbols is expressly forbidden.
  • 5. The Customer is not entitled to reverse engineer, decompile or disassemble the Software product. This applies, however, only to the extent that the applicable law does not expressly permit such a possibility. The Software product is licensed as a single product. The Customer is not allowed to separate its components to use on more than one computer.
  • 6. Specific license restrictions apply for Foxit PDF SDK, integrated part of MAXQDA: Foxit PDF SDK remains the intellectual property of Foxit. You are not allowed to redistribute, modify, reverse engineer, or reuse any part of the Foxit PDF SDK in any other application than in MAXQDA.
  • 7. The Customer shall – with the exception of time-limited and free licenses – only be entitled to pass the Software on to a third party if such third party declares that he accepts the validity of these General Terms and Conditions. In the event that the Customer passes the Software on to a third party, he shall discontinue once and for all the use of the Software and shall not keep any copies thereof. The Customer shall also pass on to such third party the data media and the manuals. In the case of a transfer of usage rights in this sense, VERBI is under no obligation to provide support and/or upgrades for the Software to the third party that acquires it, unless the third party concludes a separate agreement with VERBI. You may not rent, lease, or sublicense the Software.
  • 8. The rights of the Customer to the Software shall be terminated and immediately reverted to VERBI if the Customer violates the above-mentioned conditions of use. Notwithstanding any other rights, VERBI is entitled to revoke the Customer’s rights of use if the provisions and conditions of this contract are seriously violated. In both cases, the Customer is obligated to destroy all copies of the Software product and its components or to hand them over to VERBI. The Customer must confirm this in writing by email.

§ 13 Conditions of Use According to the License Type

    1. Single User Licenses

  • The Single User License may be used by one person and may be installed on two devices. Both installations may not be used simultaneously. Under no circumstances they may be used by different persons.
  • 2. Network Licenses

  • Network licenses are server-based licenses, which allow the simultaneous use of the Software in accordance with the number of purchased licenses (starting from 5 licenses). Network licenses need to be set up and managed with our license management tool “MAXQDA Netlic Manager”. This tool requires the server PC to have a Windows environment (Windows 8 or newer). The total number persons with access rights may be twice as high as the number of purchased licenses (concurrent use). The use of the Software by an unlimited number of persons is not permitted under any circumstances. Other types of network license are to be negotiated directly with VERBI; the terms of use for such licenses are determined on a case by case basis.
  • 2. Portable Licenses

  • The Portable License may be installed on a USB flash drive and may be used directly from it on different computers that fulfill the system requirements for MAXQDA to run. The Customer installs the Software on their own hardware and has to assume full responsibility for it. A portable license makes MAXQDA a physical item tied to the specific USB flash drive on which it is installed. In case of loss, theft or other loss of the USB stick or in case of damage, the software can no longer be used. If the Customer notifies VERBI of the above-mentioned circumstances, VERBI will deactivate the relevant installation and unlock a renewed activation option for the Customer’s license. The activation fee is 50 Euro (net price).

§ 14 Support Services

  • 1. VERBI offers free online support to MAXQDA licensees at its own discretion to an extent to be determined by VERBI. However, if you have acquired a free license, you are not entitled to the support services. The online support offers technical assistance to questions about the functions, as well as difficulties with the installation and activation of the Software product. The online support does not offer consulting or research consulting. Before utilizing the support, the given information by VERBI (installation guides, manuals, FAQs, etc.) are to be consulted.
  • 2. VERBI offers free online-support only for the current and the previous version of the Software. VERBI will no longer support older versions.
  • 3. Additional individual support services (consulting) are of charge and require an individual, separate agreement with VERBI.
  • 4. In case of serious violations of the Terms and Conditions / EULA, VERBI reserves the refusal of support services, as far as legally permissible. This shall not apply if support services for the purchased license are part of the main service owed in accordance with these GTC/EULA.

§ 15 Data Protection

  • The Customer has acknowledged the Privacy Policy for the use of the Software.

§ 16 Limited Liability, Limited Warranty and Disclaimer

    1. Warranty

  • The following provisions apply to the warranty for the acquisition and use of the Software:
  • 1.1. The Customer is not entitled to remedy defects themselves and demand compensation for the expenses incurred, unless the Customer provided VERBI with the information necessary to ascertain the nature of the defect and VERBI was not able to provide a remedy within a reasonable period of time.
  • 1.2. Claims for compensation for damages and expenses for reimbursement shall become statute barred at the completion of 12 months. This 12-month period begins at the earliest with the notification of the defect by the Customer and at the latest at the end of the year in which the Customer recognized the defect or could have recognized it without negligence.
  • 2. Other Liability Restrictions and Limitations

  • 2.1. Warranty is only granted if the Software is installed according to the system requirements described on the VERBI webpage (http://www.maxqda.com/products/system-requirements). VERBI is therefore not required to ensure that the Software’s functions meet the specific requirements of the Customer or work in conjunction with components in the Customer’s specific hardware configuration. The selection, installation and use of the Software as well as the desired results are the responsibility of the Customer.
  • 2.2. Any warranty or liability is excluded for consequences resulting from alterations made by the Customer or a third party to the Software or through improper handling or incorrect operation of the Software.
  • 2.3. VERBI does not accept any liability for the loss of data or damages to systems due to the use of the product, unless VERBI caused the loss intentionally or through gross negligence and the Customer had taken reasonable precautions to ensure that a data backup was carried out according to the latest technological standards and at appropriate intervals (at least once per day), so that the data could reasonably be reconstructed.
  • 2.4. VERBI shall not be liable for damages that are not caused by the Software itself; In particular, VERBI shall not be liable for lost profits of the Customer, which are attributable to the use of the product.
  • 2.5. VERBI is liable without limitation for intent and gross negligence as well as for slight negligence in the event of damage resulting from injury to body, life or health. In other cases of slight negligence, VERBI is only liable in the event of a breach of such obligations that make the reasonable and proper performance of the contract possible in the first place and on the fulfilment of which the Customer accordingly relies and may rely (cardinal obligations) and only limited to compensation for the foreseeable, typically occurring damage. Other claims for damages are excluded. Furthermore, limitations and exclusions in this clause do not apply to claims by the Customer in the event of fraudulent concealment of a defect by VERBI due to the absence of an assured characteristic, the breach of a warranty promise and claims in accordance with §§ 1, 4 of the Product Liability Act (Produkthaftungsgesetz).
  • 2.6. VERBI is not liable to the Customer for delays in performance resulting from force majeure, namely circumstances beyond VERBI’s control. The same applies if VERBI is unable to provide its service in accordance with these GTC/EULA due to a lack of information or cooperation from the Customer.
  • 2.7. To the extent to which liability is limited or excluded, this shall also apply to personal liability on the part of VERBI’s employees, representatives or agents.

§ 17 High Risk Activities

  • The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, High Risk Activities). VERBI GmbH expressly disclaims any express or implied warranty of fitness for High Risk Activities.

§ 18 Miscellaneous Provisions

  • 1. The place of fulfillment for delivery and payment as well as the place of jurisdiction for all disputes arising hereunder shall be VERBI’s base of Berlin, Germany in as far as the Customer is a merchant or has a legal standing equivalent to this, including public legal entities.
  • 2. This Agreement is governed by the laws of Germany. The application of the United Nations Convention for the International Sale of Goods (CISG) 11.04.1980 is expressly excluded.
  • 3. The rights and obligations arising from an agreement between the parties, based on these conditions, cannot be transferred to third parties without the prior written consent of VERBI. Section 354a HGB (German Commercial Code) shall remain unaffected.
  • 4. In the event that any provision in these GTC/EULA or any provision under any other agreement is or becomes invalid, the validity of the remaining provisions shall not be affected thereby. The relevant statutory regulation shall apply in place of the ineffective provision.
  • 5. VERBI is entitled to name the Customer as a reference for promotional purposes on its websites. This may include the use of the Customer’s logo (corporate identity), to which the Customer agrees. VERBI reserves the right to name this reference up to 3 calendar years after the termination of a contract with the Customer.
  • 6. VERBI is entitled to unilaterally amend these GTC/EULA if there is a valid reason for doing so (e.g. in the case of a necessary adjustment to changes in the legal or technical framework conditions). Customers will be informed of an amendment in advance by e-mail, stating the content of the amended provisions. If the Customer does not object to the notification of amendment within 4 weeks after receipt of the e-mail, the amended provisions shall be deemed agreed.

§ 1 Subject Matter

  • 1. Depending on the purchase of the license in accordance with §§ 5-6 of these GTC/EULA, the subject matter of the contract is the temporary or permanent provision of the standard software MAXQDA in the selected functional scope against or without payment together with the corresponding granting of the rights of use described in §§ 10, 11. The Customer has no right to the provision and use of the source code of the software.
  • 2. The provider of goods and services under the Agreement is VERBI Software. Consult. Sozialforschung GmbH (hereinafter referred to as “VERBI”).
  • 3. Subject to explicit contrary provisions in these GTC/EULA, VERBI is the manufacturer and author of the Software “MAXQDA” and its product family (hereinafter referred to as “the Software”). Product information, support and warranties are provided by VERBI.
  • 4. The Customer is informed that the Software MAXQDA uses open source components for its operation. These open source components are listed conclusively at https://www.maxqda.com/open-source-software, stating the applicable license in each case. The Customer expressly agrees to the use of these open source components in connection with the operation of the Software and is obliged to observe the license conditions provided at https://www.maxqda.com/open-source-software when using, editing and sharing the open source components.
  • 5. The quality owed and the functional range of the Software selected by the Customer are conclusively set out in the functional descriptions, which are available at https://www.maxqda.com/products.
  • 6. The Software MAXQDA and its related product family are distributed – apart from VERBI directly – through VERBI’s resellers. If MAXQDA and the related product family are used by a reseller, this results in a direct contract between this reseller and the Customer. In this case, the Customer cannot assert contractual claims arising from the contract with the reseller against VERBI, but exclusively against the reseller.

§ 2 Scope

  • These GTC/EULA of VERBI govern the legal relationship between VERBI and the Customer. The following provisions are intended exclusively for private consumers under § 13 of the German Civil Code (BGB), i.e. Customers who acquire rights of use in accordance with these GTC/EULA for purposes which cannot be attributed to their commercial or independent professional activities. If the Customer is not a consumer in the above sense, the General Terms and Conditions for Universities, Research Institutions and Enterprises shall apply exclusively (https://www.maxqda.com/terms-and-conditions).

§ 3 Entry into a Contract (Offer / Order, Confirmation and Acceptance)

  • 1. Descriptions of VERBI’s product, in particular on VERBI’s websites, do not constitute offers to conclude a contract.
  • 2. Any information given by VERBI via phone is without obligation.
  • 3. The Customer has the option of concluding a contract for the purchase of usage rights to the MAXQDA via the shop integrated on the VERBI website. To do this, the Customer first selects the relevant product on VERBI’s website. After selecting the product, the Customer is automatically redirected to the website of VERBI’s e-sales partner cleverbridge AG (hereinafter referred to as “cleverbridge”). The General Terms and Conditions of cleverbridge AG and cleverbridge, Inc., available at https://shop.maxqda.com/107/?scope=optandc&id=NMzXPfVl9N, apply to the conclusion of the contract via the web shop. The serial number for activating the Software as well as the download link will be provided to the Customer by cleverbridge immediately after conclusion of the contract.

§ 4 Customer Warranties

  • 1. The Customer warrants that all the information provided when placing the order was up-to-date and accurate in all material respects and that it is adequate for VERBI to carry out the order. This information results from the information provided in the context of the order in accordance with § 3. Additional costs, incurred by VERBI as a result of false or incomplete information shall be for the account of the Customer.
  • 2. The Customer ensures that the correct license is selected in accordance with its authorization as a license holder (according to § 5) when placing the order. If the Customer claims to be a type of license holder that is found to be not applicable, VERBI is entitled to claim the difference.

§ 5 Authorized License Holder

  • 1. Students / PhD Candidates: Student / PhD candidate licenses are personal licenses, which can only be purchased by students / PhD candidates for temporary use who have demonstrated their student / PhD candidate status during the ordering process (as required). Recipients of the invoice and the delivery must be the student / PhD candidate with his or her private address. The purchase of student licenses by institutions is not permitted.
  • 2. Private License: This personal license may only be used for purposes that can predominantly neither be attributed to the commercial nor the independent professional activity of the customer. The use by institutions and companies is prohibited.

§ 6 Types of License Acquisition

    1. License for a Limited Time (Students / PhD Candidates)

  • Student / PhD candidate licenses entitle the holder to use the Software as described in the product descriptions on the website www.maxqda.com for a limited period of time and include all services listed in § 12 for the duration of the contract.
  • 2. Subscription (Private License)

  • Private licenses entitle the customer to time-limited use in accordance with the product descriptions for a period of one year (from the date of conclusion of the contract). The subscription shall be automatically renewed for a further year unless notice of termination is given by one of the parties 2 months before the end of the term. Subscription licenses include all services listed under § 12. In addition, they will be upgraded free of charge to any new version of the Software (free upgrade).
  • 3. Free Licenses

  • 3.1. Before purchasing one of the aforementioned licenses, the Customer has the option to use a free trial version, limited to 14 days.
  • 3.2. VERBI also provides a reader version of the Software – MAXQDA Reader – which can be downloaded for free from the VERBI website. The Reader version has a limited range of functions.
  • 3.3. In addition, there is a free license for participants of educational courses. The Course License is a free, limited-time MAXQDA license which can only be requested by teachers for the duration of an official methods course and must be applied for with VERBI. The educational course must be listed on the university’s website and/or in the university’s course catalog. The student participants of the respective course will each receive their own MAXQDA license to install on their private computers for the duration of the course, for which the provisions of these GTC/EULA on free licenses apply. The license may only be used for the purposes of the course. The license may not be used to complete bachelor’s, master’s, doctorate or other qualifying theses, dissertations or publications.
  • 4. Updates

  • 4.1. License holders of a MAXQDA license receive program updates within the purchased program version without charge. As soon as updates are available, they can be downloaded by using the update function within the Software.
  • 4.2. VERBI is entitled to create Software updates by own discretion. Licensees that have not paid any upgrade fees (for example subscription) have no right to updates of the program.
  • 4.3. Free of charge licenses are not entitled to updates of the Software.

§ 7 Delivery and Scope of Performance

  • 1. The delivery of the Software will be completed according to the delivery information on the VERBI website. The Customer usually receives a download link to download the Software from a website. As an additional option an installation CD can be ordered, which will be shipped to the Customer via postal mail. In both cases the installation must be unlocked with a serial number, which the Customer will receive via e-mail.
  • 2. An order will usually be processed within one week after it is entered.
  • 3. If the Software is offered to the Customer electronically, in the form of a link allowing the Customer to download the Software from VERBI servers, the Customer is responsible for obtaining the Software. After accessing the required data, the Customer alone decides whether and when to download the Software.

§ 8 Ownership

  • 1. The Software product is protected by German copyright law, international copyright laws as well as by other intellectual property laws.
  • 2. The ownership and the copyright of the Software product (including, but not limited to pictures, photographs, animations, videos, audio, music, text and “applets”, that are included in the Software product), the printed accompanying material and all copies of the Software product belong to VERBI.
  • 3. The Software product is to be treated like any other copyright protected material with the exception, that a copy of the Software is created for back up or archiving purposes. Through ownership, the installation or use of the Software the client acquires, apart from the user rights that are granted because of these GTC/EULA, no rights of the intellectual property.

§ 9 Activating the Software

  • 1. When purchasing a MAXQDA license, the user receives a serial number. This represents the key to use the Software according to the license terms.
  • 2. To use the Software, the Customer must activate it with the serial number. VERBI expressly points out that the activation process of the Software requires an internet connection. The activation requires the transmission of a variety of information about the computer used by the Customer and the system environment in which the Software is to be operated. This information may also contain personal data, as described in the separately contained Privacy Policy for the Software.

§ 10 Copyright and License

  • 1. The period of time for which Customer is granted the right to use the Software depends on which license type the Customer has chosen. If the Customer has selected a license for a limited time or a free license, the rights of use are limited in time to the duration of the underlying agreement.
  • 2. The usage rights for upgrades, insofar as provided, are granted to the Customer according to the underlying license type. If the Customer has received an upgrade and activated it, the usage rights for those parts of the standard Software, which are replaced by the upgrade, expire at the time of the installation and activation of the respective upgrade. Any Customer’s right to resell the replaced Software also expires with this date.
  • 3. The Customer shall be entitled to use the Software according to the provisions of the respective license type (§ 11) – subject to full payment of the remuneration. Furthermore, the Customer is entitled to make a backup copy of the Software. This is to be clearly labeled as such. VERBI may require that any duplicated pieces, which are unlawfully produced, distributed, or distributed illegally, be destroyed.
  • 4. The Customer shall not be entitled to remove any copyright, trademark, property or other information provided on the data carriers, in the program itself or on the documentation. The use of the symbols, which are integrated into the Software, may only be carried out within the scope of normal, contractual use of the Software. The separate use or exploitation of the symbols is expressly forbidden.
  • 5. The Customer is not entitled to reverse engineer, decompile or disassemble the Software product. This applies, however, only to the extent that the applicable law does not expressly permit such a possibility. The Software product is licensed as a single product. The Customer is not allowed to separate its components to use on more than one computer.
  • 6. Specific license restrictions apply for Foxit PDF SDK, integrated part of MAXQDA: Foxit PDF SDK remains the intellectual property of Foxit. You are not allowed to redistribute, modify, reverse engineer, or reuse any part of the Foxit PDF SDK in any other application than in MAXQDA.
  • 7. The Customer shall not be entitled to pass the Software on to a third party.
  • 8. The rights of a Customer to use the Software expire and immediately revert to VERBI, if the Customer violates the above conditions of use. Notwithstanding any other rights, VERBI is entitled to revoke the Customer’s rights of use if the provisions and conditions of these GTC/EULA are seriously violated. In both cases, the Customer is obligated to destroy all copies of the Software product and its components or to hand them over to VERBI. The Customer must confirm this by email.

§ 11 Conditions of Use

  • The Single User License may be used only by the Customer. The Customer may install the License on 2 devices. Both installations may not be used simultaneously. Under no circumstances they may be used by another person.
  • For students / PhD candidates further license conditions/terms of use apply in addition to these GTC/EULA. These are available at https://www.maxqda.com/student-license-agreement. In the event of contradictions between the license conditions for students and these GTC/EULA, the license conditions for students / PhD candidates shall take precedence.

§ 12 Support services

  • 1. VERBI offers free online support to MAXQDA licensees at its own discretion to an extent to be determined by VERBI. However, if you have acquired a free license, you are not entitled to the support services. The online support offers technical assistance to questions about the Software’s functions, as well as difficulties with the installation and activation of the Software product. The online support does not offer consulting or research consulting. Before utilizing the support, the given information by VERBI (installation guides, manuals, FAQs, etc.) are to be consulted.
  • 2. VERBI offers free online-support only for the current and the previous version of the Software. VERBI will no longer support older versions.
  • 3. Additional individual support services (consulting) are of charge and require an individual, separate agreement with VERBI.
  • 4. In case of serious violations of these GTC / EULA, VERBI reserves the right to refuse support services. This shall not apply if support services for the purchased license are part of the main service owed in accordance with these GTC/EULA.

§ 13 Data Protection

  • The Customer has acknowledged the Privacy Policy for the use of the Software.

§ 14 Limited Liability, Limited Warranty and Disclaimer

  • The following provisions apply to the warranty for the acquisition and use of the Software:
  • 1. Warranty is only granted if the Software is installed according to the system requirements described on the VERBI webpage (http://www.maxqda.com/products/system-requirements). VERBI is therefore not required to ensure that the Software’s functions meet the specific requirements of the Customer or work in conjunction with components in the Customer’s specific hardware configuration. The selection, installation and use of the Software as well as the desired results are the responsibility of the Customer.
  • 2. Any warranty or liability is excluded for consequences resulting from alterations made by the Customer or a third party to the Software or through improper handling or incorrect operation of the Software.
  • 3. VERBI does not accept any liability for the loss of data or damages to systems due to the use of the product, unless VERBI caused the loss intentionally or through gross negligence and the Customer had taken reasonable precautions to ensure that a data backup were carried out according to the latest technological standards and at appropriate intervals (at least once per day), so that the data could reasonably be reconstructed.
  • 4. VERBI is liable without limitation for intent and gross negligence as well as for slight negligence in the event of damage resulting from injury to body, life or health. In other cases of slight negligence, VERBI is only liable in the event of a breach of such obligations that make the reasonable and proper performance of the contract possible in the first place and on the fulfilment of which the Customer accordingly relies and may rely (cardinal obligations) and only limited to compensation for the foreseeable, typically occurring damage. Other claims for damages are excluded. Furthermore, limitations and exclusions in this clause do not apply to claims by the Customer in the event of fraudulent concealment of a defect by VERBI due to the absence of an assured characteristic, the breach of a warranty promise and claims in accordance with §§ 1, 4 of the Product Liability Act (Produkthaftungsgesetz).
  • 5. VERBI is not liable to the Customer for delays in performance resulting from force majeure, namely circumstances beyond VERBI’s control. The same applies if VERBI is unable to provide its service in accordance with these GTC/EULA due to a lack of information or cooperation from the Customer.
  • 6. To the extent to which liability is limited or excluded, this shall also apply to personal liability on the part of VERBI’s employees, representatives or agents.

§ 15 High Risk Activities

  • The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, High Risk Activities). VERBI GmbH expressly disclaims any express or implied warranty of fitness for High Risk Activities.

§ 16 Withdrawal Policy

    1. Right of Revocation

  • 1.1. You have the right to withdraw from this contract within a period of fourteen days without reason. The period of withdrawal shall be fourteen days from the date on which you or a third party you designate, which is not the carrier, has or has taken possession of the goods (in the case of a purchase contract) or of the conclusion of the contract (in the case of a contract for the supply of digital content which is not contained in a tangible medium).
  • 1.2. In order to exercise your right of withdrawal you must contact us (VERBI Software, Consultant Sozialforschung GmbH, Invalidenstr. 74, 10557 Berlin, Tel.: +49 (0)30 206 22 59 – 22, Fax: +49 (0)30 206 22 59 – 29; E-Mail: cs@maxqda.com) by means of a clear statement (e.g. a letter, fax or e-mail sent by mail) about your decision to withdraw from this contract. You can use the enclosed Model Withdrawal Form, but this is not required.
  • 1.3. It is sufficient that you send the notification of the exercise of the right of withdrawal before the end of the withdrawal period.
  • 2. Consequences of Withdrawal

  • 2.1. If you withdraw from this agreement, we will pay you all the payments we have received from you, including the cost of delivery (except for the additional costs resulting from your choice of different types of delivery other than the standard delivery offered by us) within a period of fourteen days from the date on which the notice of withdrawal of this contract has been received by us. For such repayment, we will use the same means of payment you used in the original transaction, unless expressly agreed otherwise. In no case will you be charged for these repayment fees. In the case of purchase contracts, we can refuse the repayment until we have recovered the goods or until you have proved that you have returned the goods, whichever is earlier.
  • 2.2. You must return the goods to us immediately or in any case no later than fourteen days from the date on which you have informed us of the withdrawal of this contract. This deadline is regarded as the date of postage, not the date of receipt.
  • 2.3. VERBI shall bear the costs of returning the goods.
  • 2.4. You must only pay for possible loss of value of the goods if this loss in value is attributable to handling which goes beyond checking the quality, characteristics and functioning of the goods.
  • End of Withdrawal Policy
  • 3. Important Advice

  • According to § 356 para. 5 of the German Civil Code BGB, in the case of a contract for the delivery of digital content (eg a software acquired by download) not on a physical data carrier, withdrawal right expires when VERBI has begun the execution of the contract after the Customer
  • 1. has expressly agreed that VERBI shall begin the execution of the contract before expiry of the period of withdrawal and
  • 2. has confirmed their knowledge that they will lose their right of withdrawal by its consent at the beginning of the execution of the contract.
  • VERBI shall start to execute the contract as described above at the time when the consumer starts the download.
  • 4. Model Withdrawal Form

  • (If you want to revoke the contract, please fill out this form and return it to VERBI.)
  • To: VERBI Software. Consult. Sozialforschung GmbH, Invalidenstr. 74, 10557 Berlin, E-Mail: cs@maxqda.com
  • I / We (*) hereby give notice that I / We withdraw from my / our contract of sale of the following goods (*) / the provision of the following service (*):
  • Ordered on (*) / received on (*)
  • Name of consumer(s)
  • Address of the consumer(s)
  • Signature of the consumer(s) (only if this form is notified on paper)
  • Date
  • (*) Delete as appropriate.

§ 17 Miscellaneous Provisions

  • 1. This Agreement is governed by the laws of Germany. The application of the United Nations Convention for the International Sale of Goods (CISG) of 11.04.1980 is expressly excluded. The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions of the state in which the Customer has his habitual residence as a consumer shall remain unaffected.
  • 2. The rights and obligations arising from an agreement between the parties, based on these GTC/EULA, cannot be transferred to third parties without the prior written consent of VERBI.
  • 3. In the event that any provision hereof is or becomes invalid or in the event that the contract is incomplete, the validity of the remaining provisions shall not be affected thereby. The relevant statutory regulation shall apply in place of the ineffective provision.
  • 4. VERBI is entitled to unilaterally amend these GTC/EULA if there is a valid reason for doing so (e.g. in the case of a necessary adjustment to changes in the legal or technical framework conditions). Customers will be informed of an amendment in advance by e-mail, stating the content of the amended provisions. If the Customer does not object to the notification of amendment within 4 weeks after receipt of the e-mail, the amended provisions shall be deemed agreed
  • 5. The European Commission has created an Internet platform for online dispute resolution. Further information on this contact point for the out-of-court settlement of disputes can be found at http://ec.europa.eu/consumers/odr/. VERBI is neither legally or contractually obliged to participate in a dispute resolution procedure before a consumer arbitration board, nor is it voluntarily prepared to do so.
  • 6. The contractual language is German.

These GTC/EULA only apply to Customers who have concluded a contract with VERBI for the use of the MAXQDA TeamCloud in addition to the use of the software MAXQDA. For the use of the software MAXQDA, the separate GTC/EULA apply. Furthermore, the GTC/EULA for the software MAXQDA also apply to the use of MAXQDA TeamCloud, insofar as these GTC/EULA do not contain more specific provisions. This applies in particular to §§ 14 and 18 of the GTC/EULA for the software MAXQDA.

§ 1 Subject Matter

  • 1. The subject matter of the contract is the use of MAXQDA TeamCloud for the purpose of storing projects created with the standard software MAXQDA.
  • 2. The MAXQDA TeamCloud is hosted on servers of Amazon Web Services (“AWS”) in Germany. The Customer is aware that VERBI does not operate the MAXQDA TeamCloud on its own servers and that the provision is therefore subject to conditions that are not determined by VERBI but by AWS. The use of MAXQDA TeamCloud by the Customer is therefore not only governed by these GTC/EULA, but is also subject to the AWS Service Terms, available at: https://aws.amazon.com/de/service-terms/. By agreeing to these GTC/EULA, the Customer therefore also accepts the AWS Service Terms.

§ 2 Conclusion of Contract

    For the conclusion of the contract, the provisions in the GTC/EULA for the standard software MAXQDA apply accordingly to MAXQDA TeamCloud.

§ 3 Prices and Terms of Payment

    The prices stated in the VERBI offer at the time of the order apply to the use of MAXQDA TeamCloud. Furthermore, the provisions in the GTC/EULA for the software MAXQDA regarding prices and terms of payment apply accordingly for the MAXQDA TeamCloud.

§ 4 Prerequisites for the use of MAXQDA TeamCloud

  • 1. The prerequisite for acquiring a license for MAXQDA TeamCloud is a subscription by the Customer for the use of the MAXQDA in accordance with the provisions of the GTC/EULA. In the case of other license types (e.g. purchase), acquisition of a license for MAXQDA TeamCloud is not possible. The pure use of MAXQDA TeamCloud (see also § 5) is possible with any paid license (subscription and purchase). It is not possible to acquire MAXQDA TeamCloud as part of a student license.
  • 2. The Customer must create an online account in order to use MAXQDA TeamCloud.

§ 5 Scope of Use

  • 1. The permissible scope of use of the MAXQDA TeamCloud by the Customer is governed by these GTC/EULA as well as by the AWS Service Terms, available at: https://aws.amazon.com/de/service-terms/. In the event of a conflict or inconsistency between the AWS Service Terms and these GTC/EULA, the AWS Service Terms shall prevail to the extent of such conflict or inconsistency.
  • 2. The Customer is provided with storage capacities of up to 25 GB in the MAXQDA TeamCloud standard configuration.
  • 3. After purchasing a license for the use of MAXQDA TeamCloud, the Customer designates a so-called TeamLead who can use MAXQDA TeamCloud. This TeamLead can invite up to four other persons (“Members”) to use MAXQDA TeamCloud on the same project. The invitation is sent by email. Once the members have accepted the invitation, the TeamLead can add them to a project (file). Each member only has access to the projects to which he or she has been invited, regardless of the number of projects the TeamLead has in the MAXQDA TeamCloud.

§ 6 Restrictions

  • 1. The Customer is not permitted to store sensitive data within the meaning of Article 9 (1) of the General Data Protection Regulation (GDPR) in the MAXQDA TeamCloud. If a project of the Customer contains corresponding sensitive data, the Customer is obliged to anonymise this data in accordance with the requirements of the General Data Protection Regulation before uploading the project.
  • 2. Furthermore, the Customer is not permitted to store content in the MAXQDA TeamCloud that violates laws or the rights of third parties or that illegally affects their rights or otherwise violates the provisions of these GTC/EULA or the AWS Terms.
  • 3. Moreover, the use of MAXQDA TeamCloud by the Customer is subject to the restrictions arising from the AWS Terms. This also concerns possible restrictions on availability, for example in the event of maintenance.

§ 7 Data Protection

    1. Data Processing Agreement

  • 1.1 Annex 1 to these GTC/EULA contains the VERBI Data Processing Agreement (“DPA”). This DPA constitutes the mutual agreement of the parties with respect to the processing of personal data by VERBI when the Customer uses MAXQDA TeamCloud in accordance with these GTC/EULA.
  • 1.2 The DPA forms an integral part of the GTC/EULA. Upon the Customer’s consent to these GTC/EULA, the DPA shall also become effective between the parties.
  • 1.3 In the event of any conflict or inconsistency between the DPA and these GTC/EULA, the DPA shall prevail to the extent of such conflict or inconsistency.
  • 2. Standard Contractual Clauses

  • 2.1 If the Customer is located in a country outside the European Economic Area for which the European Commission has not issued an adequacy decision, the Customer’s use of MAXQDA TeamCloud pursuant to these GTC/EULA is further governed by Annex 2.
  • 2.2 Annex 2 to these GTC/EULA contains the Standard Contractual Clauses of the European Commission in the form of Module 4 (Transfer from a Processor to a Controller) (“SCC”).
  • 2.3 The SCC form an integral part of the GTC/EULA. Upon the Customer’s consent to these GTC/EULA, the SCC shall also become effective between the Parties.
  • 3. Definitions

  • Terms not otherwise defined in the DPA and/or the SCC shall have the meaning set out in the GDPR.

§ 8 Duration and Termination of the Contract

  • 1. The use is limited in time to the duration of the underlying contract of use with VERBI.
  • 2. Access to MAXQDA TeamCloud will be disabled for the Customer after expiration of use. The Customer is solely responsible for downloading all relevant data in time before expiry of the period of use.

§ 9 Liability

  • VERBI is liable without limitation for intent and gross negligence as well as for slight negligence in the event of damage resulting from injury to body, life or health. In other cases of slight negligence, VERBI is only liable in the event of a breach of such obligations that make the reasonable and proper performance of the contract possible in the first place and on the fulfilment of which the Customer accordingly relies and may rely (cardinal obligations) and only limited to compensation for the foreseeable, typically occurring damage. Other claims for damages are excluded. Furthermore, limitations and exclusions in this clause do not apply to claims by the Customer in the event of fraudulent concealment of a defect by VERBI due to the absence of an assured characteristic, the breach of a warranty promise and claims in accordance with §§ 1, 4 of the Product Liability Act (Produkthaftungsgesetz).

Annex 1

Commission Implementation decision (EU) 2021/915 of 4 June 2021 on standard contractual clauses between controllers and processors under Art. 28 (7) GDPR STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

  • a) The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  • b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29(3) and (4) of Regulation (EU) 2018/1725.
  • c) These Clauses apply to the processing of personal data as specified in Annex II.
  • d) Annexes I to IV are an integral part of the Clauses.
  • e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
  • f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

Clause 2

Invariability of the Clauses

  • (a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
  • (b) This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

Clause 3

Interpretation

  • (a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, those terms shall have the same meaning as in that Regulation.
  • (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively.
  • (c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 4

Hierarchy

  • In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 5

Docking clause

  • [intentionally left blank]

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 6

Description of processing(s)

  • The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.

Clause 7

Obligations of the Parties

7.1. Instructions

  • (a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
  • (b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.

7.2. Purpose limitation

  • The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.

7.3. Duration of the processing of personal data

  • Processing by the processor shall only take place for the duration specified in Annex II.

7.4. Security of processing

  • (a) The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.
  • (b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.5. Sensitive data

  • If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

7.6. Documentation and compliance

  • (a) The Parties shall be able to demonstrate compliance with these Clauses.
  • (b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
  • (c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.
  • (d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
  • (e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.

7.7. Use of sub-processors

  • (a) The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 30 business days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.
  • (b) Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub- processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub- processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
  • (c) At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
  • (d) The processor shall remain fully responsible to the controller for the performance of the sub- processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the subprocessor to fulfil its contractual obligations.
  • (e) The processor shall agree a third party beneficiary clause with the sub-processor whereby – in the event the processor has factually disappeared, ceased to exist in law or has become insolvent – the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

7.8. International transfers

  • (a) Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
  • (b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) ofRegulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

Clause 8

Assistance to the controller

  • (a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.
  • (b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions
  • (c) In addition to the processor’s obligation to assist the controller pursuant to Clause 8 (b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
  • (1) the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
  • (2) the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
  • (3) the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
  • (4) the obligations in Article 32 of Regulation (EU) 2016/679.
  • (d) The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.

Clause 9

Notification of personal data breach

  • In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of Regulation (EU) 2016/679 or under Articles 34 and 35 of Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.

9.1 Data breach concerning data processed by the controller

  • In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:
  • (a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
  • (b) in obtaining the following information which, pursuant to Article 33(3) of Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:
  • (1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
  • (2) the likely consequences of the personal data breach;
  • (3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
  • Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  • (c) in complying, pursuant to Article 34 of Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

9.2 Data breach concerning data processed by the processor

  • In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:
  • (a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
  • (b) the details of a contact point where more information concerning the personal data breach can be obtained;
  • (c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.
  • Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  • The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

SECTION III – FINAL PROVISIONS

Clause 10

Non-compliance with the Clauses and termination

  • (a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
  • (b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
  • (1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
  • (2) the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;
  • (3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
  • (c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.
  • (d) Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

ANNEX I – LIST OF PARTIES

Controller(s):

  • The controller is the customer in accordance with the General Terms & Conditions and End User License Agreement (EULA) of VERBI Software. Consult. Sozialforschung GmbH.
  • Signature and accession date: Effective with agreement to the General Terms & Conditions and End User License Agreement (EULA) by the customer.

Processor(s):

  • Name: VERBI Software. Consult. Sozialforschung. GmbH
  • Address: Invalidenstraße 74 10557 Berlin, Germany
  • Contact person’s name, position and contact details: The data protection officer of VERBI GmbH can be reached at kontakt@datenschutzrechte.de .
  • Signature and accession date: Effective with agreement to the General Terms & Conditions and End User License Agreement (EULA) by the customer.

ANNEX II – DESCRIPTION OF THE PROCESSING

  • Categories of data subjects whose personal data is processed
  • All persons whose personal data is contained in the projects stored by the customer in the MAXQDA TeamCloud.
  • Categories of personal data processed
  • All data contained in the projects stored by the customer in MAXQDA TeamCloud.
  • Sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
  • No sensitive personal data will be processed. The customer undertakes to anonymise sensitive data prior to processing in the MAXQDA TeamCloud using state-of-the-art measures.
  • Furthermore, the AWS security standards apply in the respective current version (Annex 1 to the AWS DPA).
  • Nature of the processing
  • Hosting of customer projects.
  • Purpose(s)for which the personal data is processed on behalf of the controller Duration of the processing
  • Storage of customer projects in the MAXQDA TeamCloud.
  • For processing by (sub-) processors, also specify subject matter, nature and duration of the processing
  • The MAXQDA TeamCloud is stored on an AWS cloud server in Germany. The processing serves the hosting of the MAXQDA TeamCloud. The duration of the processing is again based on the duration of the customer’s subscription.
  • The Parties waive the obligation under clause 7.7 lit. (e), according to which the processor is obliged to agree on a third-party beneficiary clause with the sub-processors.

ANNEX III – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

  • Description of the technical and organisational security measures implemented by the processors) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, as well as the risks for the rights and freedoms of natural persons.
  • 1. Measures for the security of processing (Art. 32 para. 1 GDPR)

    1.1 Access control

    • Measures suitable for preventing unauthorised persons from gaining access to data processing systems with which personal data are processed or used.
    • Alarm system
    • Security locks
    • Locking system with code card
    • Bell system with camera
    • Visitors’ book
    • Care in the selection of security staff
    • Care in the selection of the cleaning service

    1.2 Access control

    • Measures suitable for preventing data processing systems (computers) from being used by unauthorised persons.
    • Login with user name + password
    • Use of anti-virus software
    • Use of firewall software
    • Use of VPN for remote access
    • Creation of user profiles
    • Assignment/administration of user authorisations
    • Allocation of passwords
    • Guidelines for: “Secure password” and “Delete/Destroy”

    1.3 Access control

    • Measures to ensure that those authorised to use a data processing system can only access the data subject to their access authorisation and that personal data cannot be read, copied, modified or removed without authorisation during processing, use and after storage.
    • Use of shredders
    • Physical erasure of data media
    • Proper destruction of data media (DIN 32757)
    • Logging of access to applications, specifically when entering, changing and deleting data
    • Administration of rights by system administrator
    • Number of administrators reduced to the “bare minimum”

    1.4 Segregation control

    • Measures to ensure that data collected for different purposes can be processed separately.
    • Separation of development and test environment
    • Strictly separate storage of data in different client systems
    • Providing data records with purpose attributes/data fields
    • Determination of database rights
    • Control via authorisation concept

    1.5 Pseudonymisation

    • The processing of personal data in such a way that the data can no longer be attributed to a specific data subject without the use of additional information, provided that this additional information is kept separately and is subject to appropriate technical and organisational measures:
    • Internal instruction to anonymise / pseudonymise personal data where possible in the event of disclosure.

    2. Procedures for regular review, assessment and evaluation (Art. 32 para. 1 lit. d GDPR; Art. 25 para. 1 GDPR)

    2.1 Data protection measures

    • Software solutions for data protection management in use
    • Central documentation of all procedures and regulations on data protection with access for employees as required / authorised on the intranet
    • Regular review of the effectiveness of the technical protection measures
    • Appointment of an external data protection officer (Sebastian Dramburg; kontakt@datenschutzrechte.de)
    • Staff training: trained and committed to confidentiality/data secrecy
    • Data protection impact assessment is carried out as required
    • VERBI GmbH complies with the information obligations according to Art. 13 and 14 GDPR
    • Formalised process for processing requests for information from data subjects is in place.

    2.2 Incident response management

    • Support in responding to security breaches
    • Documentation of security incidents and data breaches, e.g. via the ticket system.
    • All employees are instructed and trained to ensure that data protection incidents are recognised and reported immediately to the DPO.

    2.3 Order control (outsourcing to third parties)

    • Measures to ensure that personal data processed on behalf of the client can only be processed in accordance with the client’s instructions.
    • Selection of the contractor under due diligence aspects (in particular with regard to information security).
    • Regular monitoring of contractors
    • The principle of necessity and data minimisation is taken into account.
    • The necessary agreements on commissioned processing or EU standard contractual clauses are concluded.
    • Description of the specific technical and organisational measures to be taken by the processor to be able to provide assistance to the controller:
    • The current version of the AWS Security Standards (Annex 1 to the AWS DPA) apply.

    Annex 2

    Commission implementing decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council

    Standard Contractual Clauses

    MODULE FOUR: Transfer processor to controller

    SECTION I

    Clause 1

    Purpose and scope

    • (a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
    • (b) The Parties:
    • (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A (hereinafter each “data exporter”), and
    • (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each “data importer”)
    • have agreed to these standard contractual clauses (hereinafter: “Clauses”).
    • (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
    • (d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

    Clause 2

    Effect and invariability of the Clauses

    • (a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
    • (b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

    Clause 3

    Third-party beneficiaries

    • (a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    • (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    • (ii) Clause 8.1(b) and Clause 8.3(b);
    • (iii) [intentionally left blank]
    • (iv) [intentionally left blank]
    • (v) Clause 13;
    • (vi) Clause 15.1(c), (d) and (e);
    • (vii) Clause 16(e);
    • (viii) Clause 18.
    • (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

    Clause 4

    Interpretation

    • (a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
    • (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
    • (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

    Clause 5

    Hierarchy

    • In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

    Clause 6

    Description of the transfer(s)

    • The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

    Clause 7

    Docking clause

    • [Intentionally left blank]

    SECTION II – OBLIGATIONS OF THE PARTIES

    Clause 8

    Data protection safeguards

    The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

    7.9. Instructions

    • (a) The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller.
    • (b) The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.
    • (c) The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.
    • (d) After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

    7.10. Security of processing

    • (a) The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data , the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.
    • (b) The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.
    • (c) The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

    7.11. Documentation and compliance

    • (a) The Parties shall be able to demonstrate compliance with these Clauses.
    • (b) The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

    Clause 9

    Use of sub-processors

    • [Intentionally left blank]

    Clause 10

    Data subject rights

    • The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

    Clause 11

    Redress

    • (a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

    Clause 12

    Liability

    • (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
    • (b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
    • (c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
    • (d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
    • (e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

    Clause 13

    Supervision

    • [Intentionally left blank]

    SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

    Clause 14

    Local laws and practices affecting compliance with the Clauses

    • [Intentionally left blank]

    Clause 15

    Obligations of the data importer in case of access by public authorities

    • [Intentionally left blank]

    SECTION IV – FINAL PROVISIONS

    Clause 16

    Non-compliance with the Clauses and termination

    • (a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
    • (b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
    • (c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    • (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
    • (ii) the data importer is in substantial or persistent breach of these Clauses; or
    • (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
    • In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
    • (d) Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
    • (e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

    Clause 17

    Governing law

    • These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Germany.

    Clause 18

    Choice of forum and jurisdiction

    • Any dispute arising from these Clauses shall be resolved by the courts of Germany.

    APPENDIX

    • EXPLANATORY NOTE:
    • It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

    ANNEX I

    A. LIST OF PARTIES

    Data exporter:

    • Name: VERBI Software. Consult. Sozialforschung GmbH
    • Address: Invalidenstr. 74, 10557 Berlin, Germany
    • Contact person’s name, position and contact details: The data protection officer of VERBI GmbH can be reached at kontakt@datenschutzrechte.de .
    • Activities relevant to the data transferred under these Clauses: Provision of MAXQDA TeamCloud
    • Signature and date: Effective with agreement to the General Terms & Conditions and End User License Agreement (EULA) by the customer.
    • Role (controller/processor): Processor

    Data importer:

    • The controller is the customer in accordance with the General Terms & Conditions and End User License Agreement (EULA) of VERBI Software. Consult. Sozialforschung GmbH.
    • Activities relevant to the data transferred under these Clauses: Provision of MAXQDA TeamCloud
    • Signature and date: Effective with agreement to the General Terms & Conditions and End User License Agreement (EULA) by the customer.
    • Role (controller/processor): Controller

    B. DESCRIPTION OF TRANSFER

    • Categories of data subjects whose personal data is transferred
    • All persons whose personal data is contained in the projects stored by the customer in the MAXQDA TeamCloud.
    • Categories of personal data transferred
    • All data contained in the projects stored by the customer in MAXQDA TeamCloud.
    • Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
    • No sensitive personal data will be processed. The customer undertakes to anonymise sensitive data prior to processing in the MAXQDA TeamCloud using state-of-the-art measures.
    • Furthermore, the AWS security standards apply in the respective current version (Annex 1 to the AWS DPA).
    • The frequency of the transfer (eg. whether the data is transferred on a one-off or continuous basis).
    • Continuous basis
    • Nature of the processing
    • Hosting of customer projects.
    • Purpose(s) of the data transfer and further processing
    • Storage of customer projects in the MAXQDA TeamCloud.
    • The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
    • The duration of the agreement is based on the duration of the customer’s subscription.
    • For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
    • The MAXQDA TeamCloud is stored on an AWS cloud server. The processing serves the hosting of the MAXQDA TeamCloud. The duration of the processing is again based on the duration of the customer’s subscription.