Common use of Right to instruct Clause in Contracts

Right to instruct. (1) The Processor may only collect, use or otherwise process data within the scope of the Principal Agreement and according to the Controller’s instructions; this is particularly applicable with regard to transfer of personal data to a Third country or to an international organisation. If the Processor must carry out further processing due to EU law or the law in an EU Member State applicable to the Processor, the Processor shall notify the Controller of these legal requirements before any such processing takes place. (2) The Controller’s instructions shall be initially determined by this Agreement, though it may be changed, amended or replaced by individual instructions in written or documented electronic format (“Individual Instruction”). The Controller shall have the right to issue such instructions at any time. Changes may include instructions regarding the rectification, erasure and blocking of data. Persons authorised to give, or respectively receive, instructions are specified in Annex 5. In case of a change or longer-term hindrance of the designated persons, the successor or substitute shall be made known to the other Contracting Party without undue delay. Text form notification as mandated by Sect. 126b German Civil Code shall be sufficient. (3) The Controller and Processor shall document all instructions given and keep such documentation for the duration of their validity, and for three full calendar years thereafter. Instructions going beyond the service as agreed-upon by the Principal Agreement shall be deemed a Change Request. [if applicable:] Arrangements regarding possible compensation of additional expenses resulting from supplementary instructions given to the Processor by the Controller shall remain unaffected. (4) Should the Processor suspect that an instruction given by the Controller goes against data protection requirements; the Processor shall notify the Controller accordingly without undue delay. The Processor is entitled to suspend execution of the instruction in question until confirmation or change by the Controller is received. The Processor is entitled to refuse execution of an evidently unlawful instruction.