Prestashop Experts Program Terms & Conditions

SUMMARY

• PREAMBLE
• ARTICLE 1. DEFINITIONS
• ARTICLE 2. ACCEPTANCE OF THE TERMS AND CONDITIONS
• ARTICLE 3. PRESENTATION OF THE EXPERTS PROGRAM
• ARTICLE 4. CONDITIONS RELATING TO APPLICATION TO THE EXPERTS PROGRAM
• 4.1 Adherent Member
• 4.2 Subscribed Member
• 4.3 Certified Member
• ARTICLE 5. FINANCIAL CONDITIONS
• 5.1 Annual Subscription
• 5.2 Certifications
• 5.3 Payment of Royalties Due to the Member
• ARTICLE 6. DURATION
• ARTICLE 7. SUSPENSION OR TERMINATION
• 8.1. Termination for convenience.
• 8.2. Downgrading and suspension.
• 8.3. Consequences of the end of the Experts Program.
• ARTICLE 8. AUDIT
• ARTICLE 9. RESPONSIBILITY 
• ARTICLE 10. PERSONAL DATA
• ARTICLE 11. INTELLECTUAL PROPERTY
• 11.1 Title guarantee and indemnity.
• 11.2 Ownership of intellectual property rights.
• 11.3 Right to use trademarks and logos.
• ARTICLE 12. CONFIDENTIALITY
• ARTICLE 13. DIVERS
• 13.1 Relationship between PrestaShop and Members.
• 13.2 Law and competent courts.
• 13.3 Non-transferability.
• 13.4 Force Majeure.
• 13.5 Survival.
• 13.6 Notifications.

PREAMBLE

PrestaShop is the designer and publisher of an open-source software solution, distributed under a free license (Open Software License OSL-3.0), allowing its users to create e-commerce sites.

This solution, called Solution Edition Classic, can be downloaded from the PrestaShop website
www.prestashop.com.

It allows its users to create and personalize their e-commerce site and add additional features, free or paid, freely developed by the PrestaShop community already integrated or accessible on the PrestaShop Marketplace.

The benefit of the Services is exclusively reserved for professionals within the meaning of French consumer law.

These Terms and conditions of use (T&Cs) govern the services provided by PrestaShop to its users. They form, with the personal data protection policy and the terms of use of the site “prestashop.com”, full terms of use.

PrestaShop reserves the right to modify these T&Cs at any time, including the criteria for calculating the score allowing the attribution of Status to Members of the Experts Program. If applicable, the modifications will take effect fifteen (15) days after their publication on the prestashop.com site.

The Experts Program is independent of any prior agreement between PrestaShop and the Member seeking to participate in the Experts Program. Subscription to the Experts Program does not result in the automatic or complete termination of any existing contractual relationship between the parties, nor does it give rise to any entitlement to a refund. Any existing partner remains free to subscribe to the Experts Program at their discretion.

ARTICLE 1. DEFINITIONS

“Adherent Member” designates any natural or legal person acting in a professional capacity (including, without limitation, advertising and communication agencies, graphic agencies, web and IT agencies) who has created a profile on the Experts Portal and associated one or more URLs of PrestaShop merchant sites.

“Annual Subscription” designates the annual or monthly subscription granting access to the benefits of the Experts Program and including one exam attempt to obtain the Official Certification (1 attempt per year, non-cumulative). The Annual Subscription has a fixed duration of twelve (12) months, automatically renewable unless canceled prior to the anniversary date.

“Benefits” designates all the services detailed in the Experts Portal.

“Certified Member” designates a Subscribed Member holding a valid Official Certification, giving access to additional benefits as described in the Experts Portal.

“Confidential Information” means any information or document (i) identified as such by the designation of the term “confidential” by the disclosing party or which it is reasonable for the receiving party to consider, taking into account the context, as confidential information, or (ii) if disclosed orally or visually, any information declared as confidential or which, failing that, should reasonably be considered as such by the receiving party, taking into account the context or the nature of the information itself.

“Experts Directory” designates the page listing the Certified Members of the Experts Program.

“Experts Portal” designates the interface giving Members access to all documentation and information relating to the Experts Program.

“Experts Program” designates the offer proposed by PrestaShop to its community of agencies allowing its Members to benefit from the advantages presented in these Terms and Conditions.

“Merchant” means any natural or legal person acting in a professional capacity and operating a Merchant Site.

“Merchant Site” designates the e-commerce site created by the Merchant using the Solution.

“Modules” designates software developments carried out by PrestaShop or by a Seller intended to add one or more functionalities to Merchant Sites, whether pre-installed or downloadable from the PrestaShop Marketplace.

“Official Certification” designates the certification obtained following the successful completion of the Core Skills exam (or any other official designation that may be attributed thereto in the future). This certification is personal and nominative, valid for two (2) years, and issued upon completion of an official exam aimed at validating a developer’s technical skills on the PrestaShop Solution. The exam is conducted on the Skilldy (Procertif) examination platform. Participation in this exam may be included in the Annual Subscription or purchased individually via the Experts Portal.

“PrestaShop” designates the public limited company, whose head office is located at 82 Av. du Maine, PARIS (75014), registered with the Paris RCS under number B 497 916 635.

“PrestaShop Marketplace” designates the platform referencing all Addons in the Addons Catalog accessible at the address:
https://addons.prestashop.com (or any URL which may be substituted for it).

“Prospect” designates a User who has informed PrestaShop of their interest in the services of a Certified Member, directly or through the Prestashop.com site.

“Solution” designates the open-source e-commerce solution published by PrestaShop, freely downloadable from its website or GitHub.

“Subscribed Member” designates a Member who has subscribed to the Annual Subscription of the Experts Program, granting access to commercial benefits such as promotional codes and the commissions program (as detailed in the Experts Portal).

“Terms and Conditions” or “T&Cs” means these Terms and Conditions, including any annexes and modifications.

ARTICLE 2. ACCEPTANCE OF THE TERMS AND CONDITIONS

Access to the Experts Program and its Benefits is subject to complete and unreserved acceptance of these T&Cs by the Candidate. This acceptance is deemed given once the Candidate has completed the Registration Form to the Experts Program on the dedicated page.

In the event of registration by an employee on behalf of his employer, the latter will be considered a Member for the purposes of these T&Cs. The employee represents and warrants that he has the authority to bind his employer to this Program.

Each Member is responsible for:

• (a) ensure that its employees, agents and subcontractors comply with these T&Cs and;
• (b) any violation of these Terms by its employees, agents or subcontractors.

ARTICLE 3. PRESENTATION OF THE EXPERTS PROGRAM

The Experts Program aims to encourage the contributions of each Member through rewards detailed in the Experts Portal and on the presentation page accessible at
https://prestashop.fr/devenir-expert/.

The Experts Program is structured around three (3) distinct membership levels: Adherent Member, Subscribed Member, and Certified Member. The eligibility criteria for each level are set out in Article 4, and the respective Benefits are described in the Experts Portal and on the presentation page of the Experts Program.

Only the Member’s status is publicly displayed; the Member’s score remains confidential. The score cannot be contested, claimed, or subject to any legal recourse. It is updated semi-annually by PrestaShop based on information provided by the Member. If the Member no longer meets the criteria for their status, PrestaShop reserves the right to adjust the status accordingly.

A Member’s status entitles them to the Benefits described in the Experts Portal and on the presentation page of the Experts Program, which may evolve over time. Members are therefore invited to consult these resources regularly.

In the event of a status change, the Member shall not be entitled to claim any additional Benefits already used or consumed.

Members agree to implement all necessary updates to reflect their current status on their website, marketing materials, and other relevant communications.

ARTICLE 4. CONDITIONS RELATING TO APPLICATION TO THE EXPERTS PROGRAM

The PrestaShop Experts Program comprises three membership levels:

1. Adherent Member
2. Subscribed Member
3. Certified Member

Each level grants access to specific Benefits, as detailed in the Experts Portal.

General Provisions

Any incomplete application will result in ineligibility to join the Experts Program.

The Member guarantees that all information provided to PrestaShop during registration is accurate, complete, and regularly updated.

In compliance with applicable commercial, economic, and financial laws and regulations, the Member represents and warrants that neither they, nor their affiliates, directors, officers, employees, or related parties, are located, organized, or resident in any country or territory subject to comprehensive international sanctions.

Access to the Experts Program is conditional upon settlement of any amounts due to PrestaShop. In the event of unpaid invoices, PrestaShop reserves the right to refuse or suspend access until full payment is received.

PrestaShop reserves the right, at its sole discretion and without obligation to provide reasons, to refuse, suspend, or terminate any application or renewal for the Experts Program.

In the event of expiration of the Annual Subscription or an Official Certification without renewal, Subscribed or Certified Members will lose their Benefits.

4.1 Adherent Member

The Adherent Member status is free of charge. To obtain this status, the candidate must:

• Complete the registration form available on prestashop.com;
• Create a profile on the Experts Portal;
• Associate one or more URLs of Merchant Sites using PrestaShop.

Obtaining the Adherent Member status provides access to documentation resources and regular communications sent by PrestaShop to Experts Program Members.

Adherent Member status is a prerequisite for accessing higher membership levels (Subscribed Member and Certified Member).

4.2 Subscribed Member

Subscribed Member status is reserved for Members who are:

• Already Adherent Members;
• Holders of an active Annual Subscription to the Experts Program. Each Annual Subscription includes one (1) examination attempt to obtain an Official Certification, free of charge (one attempt per year, non-cumulative).

Subscribed Member status entitles the Member to commercial Benefits of the Experts Program, including access to promotional codes, the commission program, and any other Benefits specified in the Experts Portal.

Regarding installation declarations and royalties: Subscribed Members may, if they wish, declare Merchant Sites where they have installed modules selected by PrestaShop and receive a royalty. The list of eligible services and the calculation method for royalties are available on the Experts Portal and are subject to change, at PrestaShop’s sole discretion, with notification to Members.

Installation of eligible Modules or services on a Merchant Site must be declared by the Subscribed Member to PrestaShop. The Subscribed Member is solely responsible for obtaining the Merchant’s consent for installation as well as ensuring proper technical configuration.

PrestaShop is responsible for verifying the Subscribed Member’s declarations. The Subscribed Member will not receive royalties in cases of, notably, incorrect installation of selected Modules, false declarations, subsequent claims by the Merchant, or fraud. Once validated by PrestaShop, the Subscribed Member may benefit from the royalties detailed in the Experts Portal.

4.3 Certified Member

Certified Member status is available to Members who are:

• Already Subscribed Members;
• Have at least one (1) developer holding a valid Official Certification (valid for two (2) years).

Additional examination attempts may be purchased individually via the Experts Portal.

Certified Member status grants access to enhanced visibility Benefits offered by PrestaShop, including, without limitation:

• Access to all Certification Modules detailed in the Experts Portal;
• A dedicated page in the Experts Directory;
• A dedicated contact form allowing Prospects to submit requests.

Experts Directory: PrestaShop strives to connect Prospects with Certified Members. Prospects’ contact details are provided by email, and the Certified Member commits to respond promptly. The Certified Member is prohibited from offering Prospects any software solution other than PrestaShop.

PrestaShop reserves the right to optimize the operation of the Experts Directory, including:

• Modifying filtering criteria;
• Adding qualification forms;
• Implementing targeted prospecting campaigns.

PrestaShop will make reasonable efforts to ensure continuous availability of the Experts Directory, but does not guarantee uninterrupted operation.

PrestaShop may suspend or permanently remove a Certified Member from the Experts Directory at any time to maintain service quality.

Certified Member Commitments: The Certified Member agrees to use the official logo(s) as communicated via the Experts Portal and to comply with the logo corresponding to their Status. The Certified Member undertakes to promote PrestaShop and the Experts Program at their own expense, particularly on their website(s), banners, and roll-ups at all official e-commerce events in which they participate as an exhibitor or speaker.

In this promotion, the Certified Member shall: (i) comply with all applicable regulations, including prospecting and data protection; (ii) not imply that communications are sent on behalf of PrestaShop; (iii) refrain from making false, misleading, or disparaging statements about PrestaShop; (iv) not copy or imitate the appearance of PrestaShop sites, brands, or services, nor misrepresent their affiliation with PrestaShop; or (v) refrain from any practice that may negatively affect the credibility or reputation of PrestaShop.

ARTICLE 5. FINANCIAL CONDITIONS

In the event of any discrepancy between the fees indicated in these Terms and Conditions and those displayed on the Experts Portal, the fees published on the Experts Portal shall prevail.

5.1 Annual Subscription

The Annual Subscription, with a fixed duration of twelve (12) months and automatically renewable unless canceled, is priced in accordance with the information published on the Experts Portal:

• €1,200/month for the monthly plan;
• €1,000/month for the annual plan (20% discount).

Payment is made via monthly or annual direct debit, according to the chosen plan, with the first payment occurring on the subscription date. Any initiated annual subscription is fully due and non-refundable.
The Member may terminate their Annual Subscription at any time prior to automatic renewal; the current period remains payable.

5.2 Certifications

Each Annual Subscription entitles the Member to one (1) free examination attempt (non-cumulative) to obtain the Official Certification, personal and nominative, valid for two (2) years.

In case of failure, additional examinations are charged individually at the rates published on the Experts Portal, with payment made directly via the Experts Portal. The Member may also choose to certify one or more additional developers for the Official Certification, or subscribe to other certifications offered, at the rates published on the Experts Portal.

The Member has a period of twelve (12) months from the subscription or examination purchase date to complete any additional certification. No time limit applies to examinations purchased individually.

5.3 Payment of Royalties Due to the Member

As part of the commission program related to the installation of eligible modules, the Member may receive a royalty in accordance with the provisions of article 4.2, as well as the offers and procedures published on the Experts Portal.

PrestaShop reserves the right to carry out any necessary verification to validate the calculation of royalties.

Upon receipt and validation of the declarations submitted by the Member, PrestaShop will calculate the royalties due.
Invoices issued are payable within forty-five (45) days from receipt, with applicable VAT added.

ARTICLE 6. DURATION

Participation in the Experts Program is entered into for an indefinite term. However, PrestaShop reserves the right to terminate the Experts Program at any time, provided that Members are notified at least two (2) months prior to the effective closure date. As of that date, Members will lose access to all benefits of the Experts Program.

The Annual Subscription is entered into for a period of twelve (12) months and is automatically renewed unless canceled by the Member before the subscription anniversary date.

Each Official Certification and any other nominative certifications are valid for two (2) years from the date of successful completion of the corresponding examination.

ARTICLE 7. SUSPENSION OR TERMINATION

7.1. Termination for convenience

Members may, at any time, cease to be a Member of the Experts Program.
To do so, the Member must notify PrestaShop by email at
[email protected]. Upon receipt of such notice, PrestaShop will proceed with deregistration of the Member as soon as reasonably possible, at which point the Member will no longer benefit from the advantages of the Experts Program.

The Member remains free to rejoin the Experts Program at any time.

Termination of an Annual Subscription must be carried out directly via the Member’s personal area on the Experts Portal. Each Annual Subscription is subject to a minimum commitment of twelve (12) months. Termination must be completed before the automatic renewal date to be effective at the end of the current period.

7.2. Downgrading and suspension

PrestaShop may downgrade from the Experts Directory or temporarily or permanently suspend a Member from the Experts Program in cases where the Member:

• breach of an obligation of these T&Cs,
• adopts behavior that harms PrestaShop, its image or its reputation (in particular harm, defamation, denigration, lack of professionalism, fraud, migration or promotion to Merchants of other software solutions etc.),

The Member acknowledges that during the suspension period, he will not receive any compensation.

7.3. Consequences of the end of the Experts Program

Following termination of the Experts Program, the Member no longer benefits from the Benefits and undertakes to cease using the PrestaShop logos.

Downgrading of the Member or termination for any reason whatsoever will not give rise to any refund of the subscription already paid by the Member. However, fees remain due between the parties after termination.

ARTICLE 8. AUDIT

The Member grants PrestaShop the right to verify, to carry out or have carried out at its own expense by an accountant of its choice subject to a confidentiality commitment, to an audit of the accounting of the Member and relevant information stored in his account or in his backups in order to verify the fees paid or due by the Member. The Member undertakes to cooperate fully so that such control is carried out under the best conditions and as quickly as possible.

ARTICLE 9. RESPONSIBILITY

PrestaShop cannot under any circumstances be held responsible for direct or indirect damage resulting in particular and without this list being exhaustive:

• loss of profit, loss of opportunities, loss of customers, loss of data, replacement costs or damage to image resulting from participation in the Experts Program,
• of the contractual relationship between the Member and a Merchant,
• the development, installation of Modules, configuration, backup or access to the Merchant Site by the Member,

In general, the Member agrees to indemnify, defend and hold harmless PrestaShop from any claim, demand, action, debt or liability, including reasonable attorney’s fees, to the extent that such claim arises from:

• the violation by the Member of any representation, guarantee, obligation or commitment under these T&Cs;
• the use of the Modules by the Member;
• any claim by a third party that Member’s products or services infringe the intellectual property or other rights of a third party;
• the execution, non-performance or poor execution of the Member’s products or services;
• Member’s relationship with any Merchant;
• any violation of applicable law by the Member.

ARTICLE 10. PERSONAL DATA

Each party is responsible for its own compliance with laws and regulations relating to the protection of personal data. The Experts Program does not have the effect of creating any co-contracting or subcontracting relationship between PrestaShop and the Members.

To the extent possible, the parties agree:

• to comply with laws and regulations relating to the protection of personal data;
• to ensure that the declarations and notifications made comply with the laws and regulations relating to the protection of personal data;
• to provide each other with copies of these declarations or notifications upon request; and
• to take all appropriate technical and organizational measures against destruction, accidental or unlawful loss, unauthorized disclosure, modification and access or against any other form of unauthorized processing of data.

Concerning respect for the personal data of Merchants and Prospects, PrestaShop undertakes to meet its obligation to inform Prospects who have completed the form on the prestashop.com site, and in particular concerning the transfer of their data to the Member.

As part of the Experts Program, PrestaShop is required to transfer personal data from Merchants to the Member. In this context, the parties undertake to meet their obligations in accordance with the personal data transfer agreement detailed in Appendix 2 for all data transferred to Members established outside the European Union and the United Kingdom.

ARTICLE 11. INTELLECTUAL PROPERTY

11.1 Title guarantee and indemnity

Each party declares and guarantees that it holds all the rights and in particular:

• the intellectual property rights required for the conclusion and implementation of the Experts Program,
• that its products and/or services do not damage or infringe the copyright, patent, trademark or any other intellectual property rights held by a third party.

11.2 Ownership of intellectual property rights

Each party retains all its intellectual property rights existing on the date of these T&Cs and also those developed by this party in the context of the execution of these T&Cs.

Members are further informed that modification of the PrestaShop brand or use of the PrestaShop brand in a domain name, subdomain, email address or Adwords as detailed in the Experts Portal sont strictly prohibited.

Members agree to not register intellectual property rights that are identical or similar in any way to an intellectual property right of PrestaShop (including, but not limited to, a trademark or name of domain).

11.3 Right to use trademarks and logos

Each party grants the other, free of charge, a non-exclusive, personal and non-transferable license to use its trademarks and logos for the purpose of promoting the products and services of the other party in accordance with these T&Cs. Except for the license granted by this section, each party retains all right, title and interest in its logos and trademarks. The Member undertakes to use the PrestaShop logos only under the conditions defined in the Experts Portal.

ARTICLE 12. CONFIDENTIALITY

Each party undertakes to take all precautions to ensure the confidentiality of the Confidential Information communicated to it by the other party, not to disclose it to third parties and not to use this Confidential Information for purposes other than those provided for in the T&Cs (a party is authorized to share Confidential Information with its subsidiaries to the extent that this is necessary to fulfill its obligations under the T&Cs).

When Confidential Information must be disclosed to a court, to a government agency or to meet a legal obligation, the party required to meet these requirements must notify the other as soon as practicable upon becoming aware of them or of their probability; must use its best efforts to avoid disclosing the Confidential Information communicated to it and, if this proves unavoidable, make its best efforts to obtain specific treatment likely to allow their confidentiality.

The parties agree that their respective obligations to maintain the confidentiality of the above Information continue to apply after the termination of the T&Cs whatever the reason for its expiration and until the Information becomes public without this being attributable to the receiving party.

ARTICLE 13. DIVERS

13.1 Relationship between PrestaShop and Members

The parties are independent. No stipulation of the T&Cs has the object or purpose of creating any legal partnership, mandate, representation or subordination between Members and PrestaShop.

13.2 Law and competent courts

The Parties agree that the T&Cs and their interpretation are subject to French law. Any dispute between the Parties, relating to its interpretation or execution, will be the subject of an attempt at amicable settlement. In the event of failure, the Parties agree to grant jurisdiction to the Commercial Court of Paris (France).

13.3 Non-transferability

Registration for the Experts Program is exclusively personal and cannot be the subject of any transfer, free of charge or for a fee. PrestaShop reserves the right to assign, transfer or bring to a third party all or part of the present or substitute a third party for all or part of the execution of the T&Cs.

13.4 Force Majeure

PrestaShop may suspend the Experts Program in the event of the occurrence of an event beyond its control, a case of force majeure as defined by the case law of the French courts, or an act of a third party.

13.5 Survival

The Parties agree that the clauses of the T&Cs relating to confidentiality and limitation of liability will survive the termination of the Experts Program, for whatever reason.

13.6 Notifications

All notifications required under the Contract must be sent in writing to the email addresses
[email protected] and
[email protected] and will be deemed to have been delivered on the date of delivery of the notification.

SCHEDULE 1
STANDARD CONTRACTUAL CLAUSES

(Data Controller – Data Controller)

PRESTASHOP, hereinafter referred to as the “Data Exporter,”

AND
The Member, hereinafter referred to as the “Data Importer,”

The Data Exporter and the Data Importer are hereinafter each referred to as a “Party” and collectively as the “Parties.”
This data transfer agreement is entered into as part of the Agreement, to which it forms an integral part.

SECTION I

Clause 1 – Purpose and scope

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.

The Parties:

• 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 4..A (hereinafter each ‘data exporter’), and
• 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 4.A (hereinafter each ‘data exporter’), and

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
These Clauses apply with respect to the transfer of personal data as specified in Annex 4.A.
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

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.

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

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

• clause 1, clause 2, clause 3, clause 6, clause 7;
• Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
• Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
• Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
• clause 13;
• clause 15.1, paragraphes c), d) and e);
• clause 16, paragraphe e);
• Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 – Interpretation

Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
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 4.A.

SECTION II — OBLIGATIONS OF THE PARTIES

Clause 7 – 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.

7.1. Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex 4.A. It may only process the personal data for another purpose:

• i) where it has obtained the data subject’s prior consent;
• ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
• iii) where necessary in order to protect the vital interests of the data subject or of another natural person.

7.2. Transparency

In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

• of its identity and contact details;
• of the categories of personal data processed;
• of the right to obtain a copy of these Clauses;
• where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

7.3. Accuracy and data minimisation

Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

If one of the Parties becomes aware that the personal