Common use of Change of Instructions Clause in Contracts

Change of Instructions. 11.1 Before any changes are made to the Instructions, the Parties shall to the widest pos- sible extent discuss and, if possible agree on, the implementation of the changes, including time and costs of implementation. 11.2 Unless otherwise agreed, the following applies: • Fundamental processing instructions such as access to, deletion of, or correc- tion of data, or suspension of data processing, shall not be subject to discussion and require the Processor’s response without undue delay, cf. also Section 6.5. • The Processor shall, without undue delay, execute implementation of changes to the Instructions and ensure that such changes are implemented without un- due delay in relation to the nature and scope of the change. • Subject to exclusions and limitations of payment of fees for assistance stipu- lated in other sections of this Processor Agreement, The Processor is entitled to payment of all costs directly related to changes to the Instructions, including costs of implementation and increased costs for the delivery of the Primary Ser- vices. • An indicative estimate of the time and cost of implementation must be com- municated to the Controller without undue delay. • The changes to the Instructions are only considered to apply once the changes have been implemented, provided that the implementation is carried out in accordance with this clause 11.2 and unless the Controller explicitly communi- xxxxx a deviation from this clause. • Processors are exempt from liability for failure to deliver the Primary Services if (including in terms of time) delivery of the Primary Services would be contrary to the changed Instructions or delivery in accordance with the changed Instruc- tions is not possible. This may be the case (i) where the changes cannot be tech- nically, practically or legally implemented, (ii) where the Controller explicitly communicates that the changes have to apply before implementation is possi- ble or (iii) during the period until the parties have made any necessary changes to the agreement(s) in accordance with the change procedures herein. Not- withstanding aforementioned, the Processor is never exempt from liability for failure to deliver the Primary Services if the changed Instructions relate to the implementation of appropriate technical and organizational measures as appli- cable from time to time arising out of law applicable to Processor.

Change of Instructions. 11.1 Before 11.1. Prior to any changes are made to change of the Instructions, instructions the Parties shall to the widest pos- sible possible extent discuss andin good faith, and if possible agree on, reasonable terms for the implementation of the such changes, including time the implementation period and costs of implementationthe related costs. 11.2 11.2. The Processor shall use reasonable endeavours to comply with any legislative changes. However, the Processor shall not be obligated to implement any change of the instructions if the Parties cannot in good faith agree to reasonable terms for the implementation. If the Parties fail to agree in good faith to reasonable terms regarding change of the instructions each Party shall be entitled to terminate this Agreement with a written notice of 60 days, provided that such changes are deemed necessary to comply with the GDPR or other applicable EU or national data protection laws and regulation. The Main Agreement and other agreement between the Parties involving Processing of Personal Data shall automatically terminate at the same time. 11.3. Unless otherwise agreed, agreed the following applies: • Fundamental processing instructions such as access to, deletion of, or correc- tion of data, or suspension of data processing, : (i) The Processor shall not be subject to discussion and require the Processor’s response without undue delay, cf. also Section 6.5. • The Processor shall, without undue delay, execute delay initiate implementation of agreed changes to of the Instructions instructions and shall ensure that such changes are implemented without un- due undue delay in relation to the nature and scope extent of the change. • Subject to exclusions and limitations of payment of fees for assistance stipu- lated in other sections of this Processor Agreement, changes. (ii) The Processor is entitled to payment of all costs directly related to connected with changes to of the Instructionsinstructions, including implementation costs of implementation and increased increases costs for the delivery of the Primary Ser- vices. • An Services. (iii) The Controller must without undue delay be informed of the indicative estimate of the time implementation period and cost of implementation must be com- municated the related costs. (iv) Changes to the Controller without undue delay. • The changes to instructions are not regarded as being in force until the Instructions are only considered to apply once the time when such changes have been implemented, implemented provided that the implementation hereof is carried out in accordance with this clause 11.2 and unless the Controller explicitly communi- xxxxx a deviation from this clause. • Processors are 11.2. (v) The Processor is exempt from liability for failure to deliver the Primary Services if to the extent (including incl. in terms of time) that delivery of the Primary Services would will be contrary to the changed Instructions instructions, or delivery in accordance with the changed Instruc- tions instructions is not possibleimpossible. This may be the case e.g. in the event that (i) where the changes cannot be tech- nicallymade due to technical, practically practical or legally implementedlegal reasons, (ii) where the Controller explicitly communicates states that the changes have are to apply before implementation is possi- ble possible, or (iii) during the period until the parties have made Parties carry through any necessary changes to of the agreement(s) Agreement in accordance with the change amendment procedures herein. Not- withstanding aforementioned, the Processor is never exempt from liability for failure to deliver the Primary Services if the changed Instructions relate to the implementation of appropriate technical and organizational measures as appli- cable from time to time arising out of law applicable to Processor.

Change of Instructions. 11.1 Before 11.1. Prior to any changes are made to change of the Instructions, instructions the Parties shall to the widest pos- sible possible extent discuss andin good faith, and if possible agree on, reasonable terms for the implementation of the such changes, including time the implementation period and costs of implementationthe related costs. 11.2 11.2. The Processor shall use reasonable endeavours to comply with any legislative changes. However, the Processor shall not be obligated to implement any change of the instructions if the Parties cannot in good faith agree to reasonable terms for the implementation. If the Parties fail to agree in good faith to reasonable terms regarding change of the instructions each Party shall be entitled to terminate this Agreement with a written notice of 60 days, provided that such changes are deemed necessary to comply with the GDPR or other applicable EU or national data protection laws and regulation. The Main Agreement and any other agreement between the Parties involving Processing of Personal Data shall automatically terminate at the same time. 11.3. Unless otherwise agreed, agreed the following applies: • Fundamental processing instructions such as access to, deletion of, or correc- tion of data, or suspension of data processing, : (i) The Processor shall not be subject to discussion and require the Processor’s response without undue delay, cf. also Section 6.5. • The Processor shall, without undue delay, execute delay initiate implementation of agreed changes to of the Instructions instructions and shall ensure that such changes are implemented without un- due undue delay in relation to the nature and scope extent of the change. • Subject to exclusions and limitations of payment of fees for assistance stipu- lated in other sections of this Processor Agreement, changes. (ii) The Processor is entitled to payment of all costs directly related to connected with changes to of the Instructionsinstructions, including implementation costs of implementation and increased increases costs for the delivery of the Primary Ser- vices. • An Services. (iii) The Controller must without undue delay be informed of the indicative estimate of the time implementation period and cost of implementation must be com- municated the related costs. (iv) Changes to the Controller without undue delay. • The changes to instructions are not regarded as being in force until the Instructions are only considered to apply once the time when such changes have been implemented, implemented provided that the implementation hereof is carried out in accordance with this clause 11.2 and unless the Controller explicitly communi- xxxxx a deviation from this clause. • Processors are 11.2. (v) The Processor is exempt from liability for failure to deliver the Primary Services if to the extent (including incl. in terms of time) that delivery of the Primary Services would will be contrary to the changed Instructions instructions, or delivery in accordance with the changed Instruc- tions instructions is not possibleimpossible. This may be the case e.g. in the event that (i) where the changes cannot be tech- nicallymade due to technical, practically practical or legally implementedlegal reasons, (ii) where the Controller explicitly communicates states that the changes have are to apply before implementation is possi- ble possible, or (iii) during the period until the parties have made Parties carry through any necessary changes to of the agreement(s) Agreement in accordance with the change amendment procedures herein. Not- withstanding aforementioned, the Processor is never exempt from liability for failure to deliver the Primary Services if the changed Instructions relate to the implementation of appropriate technical and organizational measures as appli- cable from time to time arising out of law applicable to Processor.

Change of Instructions. 11.1 Before any changes are made to the Instructions, the Parties shall to the widest pos- sible possible extent discuss and, if possible agree on, the implementation of the changes, including time and costs of implementation. 11.2 Unless otherwise agreed, the following applies: • ● Fundamental processing instructions such as access to, deletion of, or correc- tion correction of data, or suspension of data processing, shall not be subject to discussion and require the Processor’s response without undue delay, cf. also Section 6.5. • ● The Processor shall, without undue delay, execute implementation of changes to the Instructions and ensure that such changes are implemented without un- due undue delay in relation to the nature and scope of the change. • ● Subject to exclusions and limitations of payment of fees for assistance stipu- lated stipulated in other sections of this Processor Agreement, The Processor is entitled to payment of all costs directly related to changes to the Instructions, including costs of implementation and increased costs for the delivery of the Primary Ser- vicesServices. • ● An indicative estimate of the time and cost of implementation must be com- municated communicated to the Controller without undue delay. • ● The changes to the Instructions are only considered to apply once the changes have been implemented, provided that the implementation is carried out in accordance with this clause 11.2 and unless the Controller explicitly communi- xxxxx communicates a deviation from this clause. • ● Processors are exempt from liability for failure to deliver the Primary Services if (including in terms of time) delivery of the Primary Services would be contrary to the changed Instructions or delivery in accordance with the changed Instruc- tions Instructions is not possible. This may be the case (i) where the changes cannot be tech- nicallytechnically, practically or legally implemented, (ii) where the Controller explicitly communicates that the changes have to apply before implementation is possi- ble possible or (iii) during the period until the parties have made any necessary changes to the agreement(s) in accordance with the change procedures herein. Not- withstanding Notwithstanding aforementioned, the Processor is never exempt from liability for failure to deliver the Primary Services if the changed Instructions relate to the implementation of appropriate technical and organizational measures as appli- cable applicable from time to time arising out of law applicable to Processor.