KARL MAYER (H.K.) LIMITEDCONNECTIVITYTERMS AND CONDITIONS
1st May 2022

Scope and version
The following terms and conditions including their appendices andannexes (“Agreement”) are intended to regulate the rights andobligations in connection with the use of the textile machines(“Machines”), which (i) KARL MAYER (H.K.) LIMITED (whose
registered address is Units 2906-2908, 29/F, Metroplaza, Tower 2,
223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong(“KMHK”)) has provided to the “Customer” for use; and which (ii) bymeans of a gateway (“k.ey device”) is capable of communicatingwith the Customer and with companies of the KARL MAYER groupof companies via the Internet. The Customer and KMHK are
hereinafter individually also referred to as “Party” and jointly also
as “Parties”.
The Parties agree that if there exist between them any othercontractual agreements with content similar or partly similar to thisAgreement, these agreements shall be replaced or superseded bythis Agreement. In any event, this Agreement takes precedence inthe event of conflict. Earlier versions of this Agreement existing
between the Parties are superseded by this Agreement.

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Table of Contents
List of definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
A. General regulations; Solutions; Use of the Platform. . . . . . . . . . . 3
1. Solutions; Plattform. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Rights to data; Processing of data; Protection of secrets . . . . . . . 4
4.	Information on Solutions and k.ey devices; Quality
specifications; Product information and labelling. . . . . . . . . . . . . . 4
5. Liability; Limitation of liability; Statute of limitations. . . . . . . . . . . 4
6. Service provision by the KARL MAYER Group; Transfer . . . . . . . . 5
7.	Applicable law; Arbitration clause; Severability clause; Singularand plural formulations; Contract amendments and written
form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
B. Provision and maintenance of the k.ey device. . . . . . . . . . . . . . 5
8. Subject of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9.	Hardware-related obligations and rights of KMHK within thescope of the transfer of the k.ey device . . . . . . . . . . . . . . . . . . . . . . . 5
10.	Software-related obligations and rights of KMHK within thescope of the transfer of the k.ey device . . . . . . . . . . . . . . . . . . . . . . . 5
11.	Obligations of the Customer within the scope of the provisionand maintenance of the k.ey device. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12.	No warranty extension through surrender of the k.ey device;
Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
C. Connectivity Packages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
13. Object of the Connectivity Packages. . . . . . . . . . . . . . . . . . . . . . . . . . 6
14. Customer obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
15. Obligations of KMHK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
16. Default in payment; Setoff; Right of retention. . . . . . . . . . . . . . . . . 6
17.	Delivery time; Force majeure; Reservation of self-delivery; Earlyor partial deliveries; Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
18.	Notice of defects; Claims for defects; No right of withdrawal;
Use of the Remote Service Connection . . . . . . . . . . . . . . . . . . . . . . . 7
List of Appendices and Annexes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix 1: Content and scope of the Connectivity Packages. . . 8
19. SaaS Solution Dashboard Lite. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
20. Remote Service Connection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
21. Remote Set-Up and Installation Support for Connectivity . . . . . . 8
Annex A: Product data sheet; k.management; Dashboard Lite. . . . . . 9
1. Dashboard Lite – Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2. Specification and description of the Dashboard Lite. . . . . . . . . . . . 9

Annex B: Hardware requirements, network requirements, andnecessary system environment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1. k.ey device . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2. Customer terminal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.	Hardware requirements and network requirements related
to the Machine and Connectivity Packages, as well as thenecessary system environment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Annex C: Service Level Agreement – Dashboard Lite and Remote
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.	Scope of this Service Level Agreement – Dashboard Lite;
Relationship to the Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3. Availability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4. Remote Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5. Incident Mangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6. Maintenance Work. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Appendix 2: Data Processing Agreement for theConnectivity Terms and Conditions. . . . . . . . . . . . . . . . . . . . . . . . . 13
1. Definitions, starting point and ranking . . . . . . . . . . . . . . . . . . . . . . . 13
2. Object, duration, and specification of the Data Processing. . . . . 13
3. Technical and organisational measures. . . . . . . . . . . . . . . . . . . . . . 13
4. Rights of data subjects. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5. Quality assurance and other obligations of KMHK. . . . . . . . . . . . 14
6. Sub-processing relationships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7. Control rights of the Customer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8. Reports of infringements on the part of KMHK . . . . . . . . . . . . . . . 15
9. Authority of the Customer to issue instructions . . . . . . . . . . . . . . 15
10.	Erasure of Personal Customer Data and return of datacarriers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Appendix 2 Annex 1: Technical and organisational measures. . 15
A. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2. Integrity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3. Availability and resilience. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4. Procedures for periodic test, assessment and evaluation. . . . . . 16
B.	Cloud services / data centres in which the Solutions and the
Platform are hosted (currently AWS Cloud service). . . . . . . . . . . 16
1. Information Security Programme. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2. Ongoing assessment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Appendix 2 Annex 2: Authorised sub-processor . . . . . . . . . . . . . . 18

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List of definitions
For the purposes of this Agreement, the following definitions shallapply:“Accounting Year”

As defined in Appendix 1 Annex A.

“Agreement”

As defined in the Scope and version.

“Cardinal Duty”

As defined in paragraph 5.2.

“Classified Information”

As defined in paragraph 2.1.

“Commissioned Data
Processing”

As defined in Appendix 2.

“Connectivity Packages”

As defined in the preamble (B).

“Dashboard”

As defined in Appendix 1 Annex A.

“Dashboard Lite”

As defined in Appendix 1 Annex A.

“Data Processing”

As defined in Appendix 2.

“Defective Provision”

As defined in paragraph 7.4.

“Delivery Data”

As defined in paragraph 3.1.

“EU”

As defined in Appendix 2.

“EEA”

As defined in Appendix 2.

“KARL MAYER Group”

All companies which are affiliated entities of KMHK and,in addition, any other person, company, joint venture orother legal entity that is directly or indirectly controlled,
through one or more intermediaries, by KARL MAYER
Holding GmbH & Co. KG, Industriestr. 1, 63179
Obertshausen, Germany. For the purposes of thisdefinition, “control” means the power to direct the
management and policies of an enterprise, or cause
them to be directed, whether by virtue of ownership of
the shares or voting rights, by contract or otherwise.

(A)

(B)

(C)

(D)

“k.ey device”

As defined in the Scope and version.

“Machine”

As defined in the Scope and version.

“myKM.ON”

As defined in the preamble (B).

“Networkable Machine”

As defined in Appendix 1 Annex B item 3.1.

“Networked Machine”

As defined in Appendix 1 Annex A.

“Overview Page”

As defined in Appendix 1 Annex A.

“Personal Customer Data”

As defined in paragraph 3.6 and Appendix 2.

“Platform”

As defined in the preamble (B).

“Solutions”

As defined in the preamble (B).

“SLA”

Service Level Agreement – Dashboard Lite and Remote
Services.

“Statistics Function”

As defined in Appendix 1 Annex A item 2.5.

“Transfer”

As defined in paragraph 6.2.

PreambleOn the hardware side, the Customer already uses one ormore gateways for its Machines, which are now to be replaced by one or more k.ey device(s) by KMHK in order toadapt to increased performance requirements on the part of
the KARL MAYER Group.
On the software side, KMHK will in future provide the Customer with various cloud-based communication and support
options (“Solutions”) via a platform (the “Platform”, also
called “myKM.ON”) as part of package offers (“Connectivity
Packages”).
Services which KMHK undertakes to provide under thisAgreement are partly provided by other companies within the
KARL MAYER Group, in particular by KM.ON GmbH.
The Parties are aware that in the dynamically developing fieldof “Industry 4.0”, adaptation requirements with regard to thisAgreement may arise at any time.
A.
General regulations; Solutions; Use of the Platform

1.
1.1

Solutions; Plattform
The Customer can obtain services of the KARL MAYER Group
via the Platform. For the purchase of goods and services fromother companies of the KARL MAYER Group as well as via theweb shop, separate provisions apply. The Customer can viewthe respective status of the Solutions booked with the Connectivity Packages on the Platform.

2.
2.1

Confidentiality
In the course of the contractual relationship between the
Customer and KMHK, information requiring secrecy will be
disclosed and exchanged (the “Confidential Information”).
Confidential Information comprises:(a) all information of an economic, commercial, technical orother confidential nature, in particular all specifications,­descriptions, sketches, drawings, designs, sections, samples,data, inventions, formulae, procedures, plans, programmes,
models, findings, experience and know-how (relating to thek.ey device, for example);(b) the contents of this Agreement and the Solutions provided under other agreements and as part of the Connectivity
Packages;(c) Functioning, layout and design of the area of the Platform
accessible only to the Customer;(d) Information that KMHK expressly designates as confidential, with the exception of information that falls under item
2.5.
The Parties shall not disclose the Confidential Information or
make it accessible to third parties. Copies may be made only
for proprietary use; all Confidential Information must be
stored in such a way that third parties cannot gain knowledgeof it.
The Customer shall use the Confidential Information exclusively for the use of the k.ey devices, Platform and Solutions,but not for other business purposes, in particular not for its
own Platform-related projects; to develop products similar to
the k.ey devices, Platform and Solutions; or to promote Platform-related projects or develop third party products similar
to the k.ey devices, Platform and Solutions.
The confidentiality obligations assumed under sections 2.2
and 2.3 shall apply – without prejudice to the provision in section 2.5 – without limitation as to time and place. In particular,

2.2

2.3

2.4

page 3 / 18

2.5

2.6

3.
3.1

3.2

3.3

3.4

they shall also apply after the end of the contractual relationship based on the Agreement.
The confidentiality obligations do not apply to knowledge orinformation(a) that was already obvious or generally known at the timeof their communication to the Customer or to KMHK;(b) that was already known at the time of the disclosure to
the person receiving the information;(c) that subsequently becomes obvious or common know­
ledge or state of the art, without any fault on the part of theperson who originally received the Confidential Information;(d) that was disclosed or made accessible to KMHK or the
Customer by a third party authorised to do so;(e) to whose transfer, disclosure or provision to third parties
KMHK or the Customer has previously consented in writing.
The burden of proving the existence of an exception in theabove sense shall be on the party who invokes the existenceof the exception.
Restriction on reverse engineering: During the term of thisAgreement and after its termination, the Customer and
KMHK shall not reverse engineer, analyse and/or reconstruct
Confidential Information that has been transferred to them.
Rights to data; Processing of data; Protection of secrets
KMHK is entitled to use the non-personal data received fromthe Customer during the term of this Agreement in connection with the business relationship. This data includes without
limitation machine data (such as usage type and duration,load, condition, and status and error messages), environmental data (temperature, humidity, and air pressure) and­machine-related network data (access, bandwidth usage,
communication, and interaction); k.ey device-related data
(network information, access information, and utilisation)(collectively the “Delivery Data”).
The Customer hereby grants KMHK and all the companies of
the KARL MAYER Group the worldwide, exclusive, irrevocable,
sublicensable right to use the Delivery Data anytime and­anywhere, with no restrictions of content. This includes inparticular the right to access the Delivery Data regardless of
their storage location, to process them, and to store them­beyond any end of the Agreement. In particular, the Customer
acknowledges that KMHK and all the companies of the KARL
MAYER Group may:(a) access the Delivery Data regardless of the data’s location(Machine, k.ey device, the Customer’s network, Platform, ortransmission paths);(b) evaluate Delivery Data with algorithms and train machinelearning models;(c) use Delivery Data for advertising and marketing purposes;(d) provide other companies of the KARL MAYER Group with
the Delivery Data;(e) provide suppliers of KMHK with Delivery Data to the­extent that their respective supplier products (components,
software, etc.) are affected by the Delivery Data.
With this Agreement, the Customer also expressly grants therights specified in sections 3.1 and 3.2 to KM.ON GmbH, registered in the Commercial Register of the Local Court of Frankfurt am Main under HRB 110267.
The Customer may use the Delivery Data itself in order toachieve the purposes of use described in this Agreement inaccordance with the following conditions, insofar as the Delivery Data is provided to it by KMHK: The Customer shall nottransfer the Delivery Data to any third party for independent

3.5

3.6

use. In particular, the Customer shall not provide the Delivery
Data to any competitor of KMHK. The Customer shall not­extract or reuse content from the Platform and the Solutions
without KMHK’s express written consent.
The servers used by the KARL MAYER Group are secured inaccordance with the state of the art, particularly by firewalls.
Each time KMHK uses cloud services for the fulfilment of thisAgreement, it shall make sure, as far as reasonable, that therespective cloud services ensure they use servers which areprotected according to the state of the art. KMHK may rely onstatements regarding the safety and performance of the­respective service providers and is not required to perform its
own technical inspection. Applicable data protection law­remains unaffected by this.
KMHK and the Customer acknowledge that, to the best of
their knowledge, the Delivery Data transmitted within thescope of this Agreement (via the Platform or the k.ey device,for example) do not contain any personal data. Insofar as
KMHK collects any identified or identifiable information relating to the Customer (“Personal Customer Data”) in connection with the provision, operation, support and maintenance of
the Solutions and the Platform, it does so on behalf of the
Customer in accordance with the provisions set forth in moredetail in Appendix 2. With regard to Personal Customer Data,
the Customer remains “master of the data” in the sense ofdata protection law. The Customer is responsible for the lawfulness of the processing of the Personal Customer Data inaccordance with the applicable laws and regulations, including without limitation the General Data Protection Regulation(GDPR) and the Personal Data (Privacy) Ordinance, Cap. 486(PDPO).

4.	Information on Solutions and k.ey devices; Quality
specifications; Product information and labelling
4.1 Product documents, illustrations, details of performance,
weights and dimensions are as accurate as possible. Unlessotherwise stated or agreed, these only represent approximate
values and in particular do not constitute a statement of­condition or a guarantee.
4.2 Any legally required labels (such as CE or WEEE labels) on or
relating to the Solutions or k.ey devices, as well as batch
numbers or other identification features, do not constitutequality specifications or guarantees vis-à-vis the Customer,
but are affixed by KMHK on the basis of statutory provisions
in compliance with KMHK’s regulatory obligations.
4.3 The Customer shall read the associated product information
carefully before using the Solutions and the k.ey devices anduse the Solution and the k.ey devices with due care.
5.
5.1
5.2

5.3
5.4

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Liability; Limitation of liability; Statute of limitations
Unless this Agreement states otherwise, the liability provisionsof this paragraph 5 shall apply.
KMHK is liable only for intent and gross negligence as well as
for the breach of a material obligation, the compliance withwhich is essential for the implementation of this Agreement
and on the compliance with which the Customer may rely(“Cardinal Duty”).
KMHK is not liable for subcontractors, as they do not act asvicarious agents.
If a Cardinal Duty is breached through ordinary negligence,
the liability of KMHK is limited to damage that was foresee­able when the contract was entered into and is typical of thistype of contract.

5.5
5.6

5.7

5.8

5.9

KMHK is not liable for breaches through ordinary negligenceof a secondary obligation that is not a Cardinal Duty.
KMHK is liable for initial impossibility only if it knew (or if not
for gross negligence, should have known) of the impedimentto performance, or if the initial impossibility signifies a breachof a Cardinal Duty.
KMHK is liable for defects that exist when the contract isformed only if (i) it knew (or if not for gross negligence, shouldhave known) about the defect or (ii) KM.ON is responsible forthe existence of the defect when the contract is formed.
Insofar as the liability of KMHK is excluded or limited, the­liability for culpability of that Party’s representatives,­employees and vicarious agents is also limited or excluded.
With the exception of claims in tort, the Customer’s claims fordamages for which KMHK’s liability is limited pursuant to thisparagraph 5 shall become time-barred after one (1) year calculated from the date on which the cause of action accrued.

7.5

7.6
7.7

6.
6.1

6.2

Service provision by the KARL MAYER Group; Transfer
In order to provide the Customer with the benefits of a single
point of contact, KMHK is the Customer’s contract partnerwith respect to the services under this Agreement. Particularly regarding the provision of individual software components contained on the k.ey device and regarding the services
included in the Connectivity Packages, however, the Customer acknowledges and accepts that KMHK may not be in a position take certain courses of action pertaining to the services
under this Agreement by itself due to the structure and­organisation of the KARL MAYER Group. Instead, individualcompanies of the KARL MAYER Group and/or suppliers of the
KARL MAYER Group of Companies may take any such coursesof action on behalf of KMHK and the Customer consents tothe direct provision of services by companies of the KARL
MAYER Group and by suppliers of the KARL MAYER Group.
KMHK may transfer the rights and obligations under thisAgreement to third parties, be replaced as a contracting­party, and withdraw from the Agreement (“Transfer”). The
Customer may object to a Transfer only if there are legitimate
and material reasons for opposing it such that the interests of
the Customer are endangered by the Transfer to such an­extent that it becomes unreasonable for the Customer to adhere to the Agreement. The Parties specifically acknowledge
and accept that a Transfer within the KARL MAYER Group will
not in any circumstances constitute such a legitimate andmaterial reason.

7.	Applicable law; Arbitration clause; Severability clause;
Singular and plural formulations; Contract amendments
and written form
7.1 This Agreement shall be governed by the laws of Hong Kong.
7.2 The registered office of KMHK as shown in the Hong Kong
Companies Registry is the exclusive place of performance forall delivery and payment obligations.
7.3 Each Party to this Agreement irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong. The Parties
undertake to cause and facilitate the effective and timely­enforcement of any reward and/or judgment.
7.4 If at any time any one or more provisions hereof is or becomes
invalid, illegal, unenforceable or incapable of performance inany respect (“Defective Provision”), the validity, legality, enforceability or performance of the remaining provisions hereof
shall not thereby in any way be affected or impaired, and thisAgreement shall be construed as if such invalid, illegal or un-

enforceable provision had never been contained herein. The
Parties undertake to replace the Defective Provision with aprovision that comes as close as possible to what the Parties
would have agreed in accordance with the meaning and purpose of this Agreement if they had recognised the defectiveness of the provision. If the defectiveness of a provision isbased on ascertaining a certain level of performance or a certain point in time (deadline or fixed date), the provision shallbe deemed to be agreed with that level or point in time whichcomes as close as the law allows to the original level or point
in time. The same applies to any gap in this Agreement.
An invalid provision shall be replaced by a valid provision thatcomes closest to the intended economic purpose. The same
shall apply if the implementation of this Agreement reveals a
gap that needs to be filled.
Terms and definitions in the singular include the corresponding definitions and terms in the plural and vice versa.
Individual Agreements made in individual cases between the
Customer and KMHK (including ancillary agreements to thisAgreement) take precedence over this Agreement. For thecontent of such agreements, a written agreement or the written confirmation of KMHK is decisive – subject to proof to thecontrary. All legally relevant declarations and notifications by
the Customer in connection with this Agreement (e. g. settingof deadlines, notifications of defects, withdrawal, termination
or reduction) must be made using the written form, i. e. in
writing or text form (e. g. letter, e-mail, fax), unless anotherform is agreed in this Agreement, for example with regard to
declarations via the Platform.
B.
Provision and maintenance of the k.ey device

8.
8.1

8.2

Subject of the Agreement
This part of the Agreement governs the provision of the k.ey
devices by KMHK and the obligations arising for the Parties inthis context.
In order to use the Platform and to provide the Solutions inaccordance with the Connectivity Packages, the Customer’smachines must be connected to the internet via a k.ey device.

9.	Hardware-related obligations and rights of KMHK within
the scope of the transfer of the k.ey device
9.1 KMHK shall transfer the required number of k.ey devices to
the Customer, who will not be required to pay a fee for this.
KMHK shall provide the software belonging to the k.ey device
on a loan basis in accordance with the clause 10.
9.2 KMHK shall at its own dutiful discretion determine the­number of k.ey devices required by the Customer. The­number regularly depends on the number, type and use of the
Networkable Machines.
9.3 KMHK may exchange k.ey devices for newer versions or another comparable product during the term of the Agreement.
KMHK will announce an exchange with reasonable notice(one week). The Customer shall grant KMHK access to the­affected machines and k.ey devices during the Customer’s
normal business hours.
10.	Software-related obligations and rights of KMHK within
the scope of the transfer of the k.ey device
10.1 KMHK shall provide the Customer with the software belonging to the k.ey device on loan on the k.ey device for the termof the Connectivity Packages according to Appendix 1.

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10.1 KMHK shall grant the Customer the non-exclusive, non-transferable and non-sublicensable right, limited in time to theterm of the Connectivity Packages according to Appendix 1
and in place to the installation site of the machines to be­networked via k.ey device, to use the Software to achieve thecontractual purpose of this Agreement.
10.2 KMHK is entitled to make changes and adjustments to thesoftware as well as to replace individual (software) components both by means of remote maintenance access and by
replacing the k.ey device, in particular,(a) insofar as KMHK and/or a company of the KARL MAYER
Group is obliged to do so on the basis of its own licence and/or contractual software agreements;(b) if such modification or adaptation is necessary for the
maintenance of the software in accordance with the state of
the art; or(c) a further development, improvement, upgrade or new­release status of the software or individual (software) components is available.
11.	Obligations of the Customer within the scope of theprovision and maintenance of the k.ey device
11.1 The Customer shall accept the k.ey devices provided in­accordance with clause 9.1 and put them into operation
promptly.
11.2 The Customer shall handle and operate the k.ey devices­provided in accordance with Clause 9.1 carefully and in accordance with the instructions of KMHK, with the Customer’s
normal diligence, but at least with the diligence of a prudent
merchant.
11.3 If the Customer does not comply with the standard of care set
out in paragraph 11.2, it shall bear the expenses incurred by
KMHK for inspecting a k.ey device (and the costs for a new
k.ey device, if the Customer requests one).
12.	No warranty extension through surrender of the k.ey
device; Liability
12.1 The delivery of the k.ey device shall not affect any warranty
claims still existing at the time of commissioning of the k.ey
device from the separately concluded purchase contract(s)for the machine(s), the scope of delivery of which also included the previous gateway, which is replaced by the k.ey device,and shall also not establish any new warranty claims for themachine. The foregoing shall apply mutatis mutandis to contracts of sale of the individual gateway which have not included delivery of machinery.
12.2 Notwithstanding clause 5, the following liability and warranty
provisions shall apply to the transfer of k.ey devices:(a) KMHK is responsible only for intent and gross negligence.
(b) KMHK is not required to pay interest on arrears.
(c) KMHK is liable only for material defects and defects of title that KMHK has fraudulently concealed from the Customer.
(d) Warranty claims with regard to the k.ey device shall become time-barred one year after the date of commissioningof the k.ey device, but not later than the expiry of the eighteenth (18th) month after delivery of the k.ey device to the­Customer’s place of business.

C.
Connectivity Packages
13. Object of the Connectivity Packages
13.1 The object of the Connectivity Packages is various Solutions
that the Customer can access via the associated platform
with the help of an internet-enabled smartphone or computer.
13.2 The content and scope of the Connectivity Packages, such as
the Solutions included, are set out in Appendix 1 to thisAgreement. Support and maintenance contracts to be concluded separately with regard to the machines with respect
to any hardware components are not included in the Connectivity Packages and not the object of the Solutions; these aregoverned by the purchase or service contract for the­Machines or hardware components.
14. Customer obligations
14.1 Within the scope of the implementation of this Agreement,
the Customer shall be responsible for providing all necessary
information as well as for providing and maintaining the hardware and network environment as well as the necessary­system environment; it shall oblige its users accordingly. The
hardware and network environment requirements are set out
in Appendix 1 Annex B, unless otherwise specified in thisAgreement. For the installation and maintenance of the k.ey
devices, the Customer shall grant KMHK access to the installation site of the k.ey devices during normal business hours
after giving reasonable advance notice.
14.2 If the Customer does not fully comply with his obligations tocooperate, KMHK will not be required to meet its performanceobligations affected by this until the Customer has duly fulfilled its obligations to cooperate, provided that the fulfilmentof the obligations to cooperate is significant for the services
owed by KMHK under the contract. If KMHK incurs additional
expenses due to a breach of the Customer’s duty to cooperate, the User must reimburse these expenses.
15. Obligations of KMHK
15.1 KMHK shall provide and maintain the Connectivity Packages
described in Appendix 1 with the content and scope defined
therein and to maintain it in case of or to prevent malfunctions.
16. Default in payment; Setoff; Right of retention
16.1 During the default of payment of the Customer, the Parties
agree that KMHK is entitled to payment of interest on any
amount due to KMHK in the amount of 9% above the prime
rate at any given time in addition to a default lump sum in theamount of currently EUR 40.00. KMHK reserves the right toclaim higher damages for delay.
16.2 The Customer may set off his liabilities only against a counterclaim that has become res judicata, is ready for a decision,or is uncontested.
16.3 The Customer may assert a right of retention only insofar as
his counterclaim has become res judicata, ready for a decision, or uncontested, and is based on the same contractual
relationship.
17.	Delivery time; Force majeure; Reservation of self-delivery;
Early or partial deliveries; Amendments
17.1 KMHK must confirm delivery and provision deadlines in writing in order for them to be binding. Delivery and provision periods shall commence on the date of the order confirmation,

page 6 / 18

17.2

17.3

17.4

17.5

but not before complete clarification of all details of the orderand not before timely fulfilment of the contractual obligationsof the Customer, in particular with regard to the hardwareand network environment to be provided by the Customer.
If KMHK is in default with the delivery or provision, the Customer must grant KMHK a reasonable period of grace, which
may not be less than two (2) weeks. Only after this grace­period expires to no avail is the Customer entitled to withdraw from or terminate the Agreement.
Force majeure (including without limitation strikes, pandemics, and epidemics) that prevents KMHK from delivering orproviding through no fault of its own will result in an extension of the relevant delivery or provision period for as long as
this circumstance persists. If a delivery becomes unreasonable due to these circumstances, KMHK may terminate theAgreement.
If KMHK does not receive its own deliveries or does not­receive them on time, it will not be deemed in default unlessthe situation is its own fault. If it is certain that KMHK has notbeen supplied with the solutions it has ordered or with the
supplier products and services required for the production
or provision of the Solutions, despite the conclusion of a­congruent covering transaction, for reasons for which it is
not responsible, KMHK may terminate the Agreement. Any
statutory rights of withdrawal and termination shall remain
unaffected.
Early or partial deliveries are permissible unless they are­unreasonable for the Customer.

18.	Notice of defects; Claims for defects; No right ofwithdrawal; Use of the Remote Service Connection
18.1 Notwithstanding paragraph 5, the following provisions of thisparagraph shall apply to the Solutions to be provided under
the Connectivity Packages.
18.2 The Customer shall inspect the k.ey devices and Solutions
immediately after delivery or provision and – if provided for in
the individual case – test them. The k.ey devices and the
Solutions shall be deemed to have been approved by the Customer if the Customer has not notified KMHK of a defect (i) in
the case of obvious defects without undue delay, but at thelatest within seven (7) calendar days after delivery or provision of the Solution to the Customer or (ii) in the case of hidden defects also without undue delay, but at the latest withinten (10) calendar days after discovery of the defect.
18.3 If within the framework of this Agreement KMHK is owed theprovision or transfer of a service or an item temporarily, and a
defect arises during the term of the Agreement, the Customer
shall notify KMHK of the defect within seven (7) calendar
days after it arises.
18.4 The Customer must describe defects in detail so that KMHK
is able to identify and remedy the defect.
18.5 With this Agreement, the Customer and KMHK are driving
forward the digitalisation of the industry. The Customer will
notify KMHK of a defect exclusively by using the Remote Service Connection. For this purpose, the Customer shall comply
with the process set out in Appendix 1 for making warranty
claims and for other maintenance requests. The Customer
shall use this process for all defects and regarding all support or maintenance requests with regard to the Solutions,the k.ey devices and the Networked Machines.
18.6 If there is actually a defect and the Customer gives notice of
this defect in due form and time in accordance with clauses
18.2 to 18.5, KMHK is initially obliged, at its own discretion, to

rectify the defect or to deliver or provide a defect-free Solution(subsequent performance).
18.7 If KMHK takes action on the basis of a notice of defect without
a defect having existed, the Customer shall compensate
KMHK separately for the expenditure incurred.
18.8 With the exception of claims for damages due to defects,
claims for defects shall become time-barred twelve (12)months after delivery or provision of the Solutions to the­Customer.
18.9 The Customer is entitled to claims for damages due to­defects only insofar as the liability of KMHK is not excluded
or limited in accordance with sections 18.1 to 18.8.
18.10 The provisions of this clause 18 do not affect claims for­defects which KMHK has fraudulently concealed or which arecovered by a guarantee of quality or durability.

List of Appendices and Annexes
Appendix 1 Content and scope of the Connectivity Packages
Annex A Product data sheet; k.management; Dashboard
Lite
Annex B Hardware requirements, network requirements
and necessary system environment
Annex C Service Level Agreement – Dashboard Lite and­Remote Services
Appendix 2 Agreement on Commissioned Data Processing withassociated annexes

page 7 / 18

Appendix 1:
Content and scope of the Connectivity Packages
Summary Framework Connectivity Packages
Costs

EUR 15.00 net per Networked Machine per month formechanical machines (N-drive).
EUR 22.00 net per Networked Machine per month forelectronic machines (ON, EL, EN drive, etc.) with bidirectional
data transfer

Term

Beginning with registration of the machines on the Platform
for the Connectivity Packages, but no later than three (3)months after conclusion of the contract: Twelve (12) months(“Accounting Year”).
The contract will renew tacitly for twelve (12) months eachtime if no notice of termination is given.

Termination

The contract may be terminated through ordinary termination
at the end of any month with three (3) months’ notice.
Extraordinary termination without prejudice.

Invoicing

Per Accounting Year (12 months).

Payment

Commerzbank AG, Frankfurt am Main, Germany
ACCOUNT No. 400 4409884
IBAN DE48 5054 0028 0440 9884 00
SWIFT COBADEFFXXX
Deutsche Bank AG, Hong Kong Branch, Hong Kong
ACCOUNT No. 000-4564-01-8
SWIFT DEUTHKHHXXX
Payments in the final year by cash in advance, in the further
Accounting Years annually after invoicing and due datestipulated there by KMHK at the beginning of the Accounting
Year; the timely receipt of payment into the account of KMHK
is decisive.

Price adjustments

KMHK may notify the Customer of price adjustments four (4)weeks before the expiry of the ordinary notice period. If the
Customer makes no response, the price adjustment shall bedeemed to have been approved by the Customer. KMHK will
point out this approval by default in the price adjustment letter.
If the producer price index determined by the Federal Statistical
Office in Wiesbaden for Germany (basis 2015 = 100) changes bymore than ten (10) per cent compared to the level in the firstmonth of the closing year, the costs per Networked Machine
according to this table shall automatically change, without theneed for a request, by seventy (70) per cent of the index changethat has occurred. The price changes from the beginning of thenext month following the first attainment of the percentagechange, for the first time at the beginning of the first
Accounting Year. If the price change leads to a short or overpayment by the Customer, KMHK will settle this by invoice.
The right of KMHK to terminate the contract due to changes
remains unaffected.

Components of theConnectivity Packages

k.ey device(s), if required, see paragraph 9 of the Agreement.
SaaS solution Dashboard Lite, in accordance with paragraph
19 of this Appendix 1.
Remote Service Connection, in accordance with paragraph 20of this Appendix 1.
Remote Set-Up and Installation Support for Connectivity, in
accordance with paragraph 21 of this Appendix 1.

Hardware requirements, Annex B
network requirements,
and necessary system
environment

19. SaaS Solution Dashboard Lite
19.1 Specifications for the content and scope of the Dashboard
Lite Software-as-a-Service Solution are set out in Annex A tothis Appendix 1. Service Level Specifications relating to the
Dashboard Lite are set out in Annex C to this Appendix 1.
­Services under the Service Level Agreement set out in Annex
C to this Appendix 1 shall be provided by KM.ON GmbH.
20. Remote Service Connection
20.1 The Customer shall follow the following process when making warranty claims and otherwise requesting maintenance:• Step 1: The Customer triggers a service request with KMHK
via the myKM.ON Platform. There is a “Remote Service”
button on the Platform for this purpose. After its activation,
the Customer is shown all the Machines for which it has­entered into a Connectivity Packages.
• Step 2: The Customer generates a ticket at KMHK and­confirms the permission of the companies of the KARL
MAYER Group for remote access with regard to the Networked M­ achines concerned.
• Step 3: The Customer accepts the feedback from the­service-providing unit of a company of the KARL MAYER
Group. Service Level Specifications relating to the Dashboard Lite are set out in Annex C to this Appendix 1.
20.2 The access authorisation regarding Networked Machines
within the scope of remote access is not limited to KMHK.
The Customer grants access to its Networked Machines toeach company of the KARL MAYER Group and, to the extent
necessary, to its suppliers, if any. This access authorisation isa necessary prerequisite for the respective company of the
KARL MAYER Group to be able to fulfil warranty claims or
maintenance orders requested by the Customer.
20.3 The Remote Service Connection does not include any troubleshooting/maintenance or repair service by KMHK, but creates
the prerequisite for a company of the KARL MAYER Group to
be able to provide the Customer with the services contractually owed by other contracts that may have to be concluded(e.g. remote instructions for troubleshooting within the scopeof the warranty or outside of the warranty (separate service
subject to a charge).
21. Remote Set-Up and Installation Support for Connectivity
21.1 KMHK provides remote support for networking the Network­
able Machines for which the Connectivity Packages exists.
KMHK will instruct the Customer remotely on how the­Customer can establish a connection of the k.ey device withthe machines to be networked and the platform. Included in
Remote Set-Up and Installation Support for Connectivity is
support by phone, email or chat (Microsoft Teams) from­service representatives. KMHK is not responsible for any­connections through remote access to the Networkable­Machines concerned.
21.2 In order for a company in the KARL MAYER Group to provide
the service described in paragraph 21.1 of this Appendix 1,
KMHK and the Customer will arrange an appointment. KMHK
shall respond to the Customer’s appointment request withinone (1) working day (by e-mail / telephone).

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Annex A:
Product data sheet; k.management; Dashboard Lite
Preliminary remarks: What follows is an abstract scope of services
for the “Dashboard Lite” Solutions, which belongs to the k.management. Whether the Solutions described herein are available to theCustomer shall be determined by the specific agreements on thecontent and scope of the Connectivity Packages in Appendix 1 tothis Agreement.
1.
1.1

1.2
1.3

1.4

2.

2.1

2.2

2.3

2.4

Dashboard Lite – Overview
Dashboard Lite is a cloud-based k.management Solution
within the Machine Data Visualisation Platform (“Dashboard
Lite” or “Dashboard”).
Access to the dashboard is browser-based via login throughthe myKM.ON Platform.
In principle, processed machine data from Networkable­Machines can be displayed. Details of the hardware requirements and network requirements are set out in Annex B tothis Agreement. On the landing page of the dashboard, all
Networkable Machines that the customer has networked via
the k.ey device (the “Networked Machines”) are displayed as
an overview (the “Overview Page”).
The Dashboard Lite is available for Warp Knitting KAMCOS 1
and KAMCOS 2 systems. To the extent that functionalities­differ with respect to individual Networked Machines, suchdifferences shall also result from the specifications in item 2of this Annex A.
Specification and description of the Dashboard Lite
Where a Machine is covered by this item, the Dashboard Lite
shall include the following functions:
Overview of all Networked Machines
In Dashboard Lite, the Overview Page displays the following
machine information of all Networked Machines as live dataat the respective Networked Machine:• Machine name as stored in the respective KAMCOS system;• Machine status (running, stopped, or offline);• Remaining time until the source material is completely­processed;• Remaining time until completion of the piece currently in
production;• Number of stops during the production of the current piece;• Percentage information on the running time of the respective Machine in production operation in the last 24 hours(rolling: e.g. 11.01. 15:00 until 12.01. 14:59).
Filter function
Using the filter function “Machine status (running, stopped, or
offline)”, the Networked Machines can be filtered accordingly
on the Overview Page. It is also possible to filter individual
Networked Machines on the Overview Page by entering themachine name or the serial number of the respective Net­
worked Machines.
Sorting functions
The Customer can sort all Networked Machines on the­Overview Page by “Machine name A–Z”.
Individual evaluation of the live data of a Networked Machine
By clicking on a specific Networked Machine on the Overview
Page, the following further information on the specific Networked Machine can be called up as live data:• Information on the Networked Machine itself (machine type,serial number, total operating hours and version of the
KAMCOS system);

2.5• Production output for the piece currently in production ­(in length / time unit);• Current speed of the Networked Machine in production(in revolutions / time unit);• Selected information about the Customer’s order currently
being produced on the Networked Machine (e.g. Customer’s
article and order number; number of pieces per order).
The prerequisite is that this information has been entered in
the respective KAMCOS system beforehand, whereby there
may be restrictions depending on the KAMCOS system(e.g. order data not possible with KAMCOS 1);• Information on the warp beams of the respective Networked Machine;• Information on goods take-off and roll-up.
Statistics function
In addition, it is possible to retroactively evaluate historical
production data of the concrete Networked Machine (the “Statistics Function”). The Statistics Function contains a historical
overview of the “Machine status (running, stopped, or offline)”of the respective Networked Machine, whereby the following
time periods can be selected:• Last 1 h;• Last 8 h.

Annex B:
Hardware requirements, network requirements, and necessary
system environment
1.

page 9 / 18

k.ey device
The platform requires a properly connected and functioning
k.ey device in order to interact with Networkable Machines.
To the k.ey device:(a) Technical data k.ey device:(i)	Dimensions and weight:
Dimension: 180 x 134 x 50 mm
Weight: approx. 1.0 kg(ii)	Operating conditions:
The installation site of the k.ey device must be chosen
so that it is operated under IT conditions.
This particularly concerns the following requirements:
Operating temperature: 0–40 degrees Celsius;­Relative humidity: 10–90% at 39 degrees Celsius(non-condensing).
(b) Network requirements
The trouble-free operation of the k.ey device requires that theCustomer maintain the following minimum requirements onsite continuously (24/7) and provide the hardware components
required for this purpose, which are not included in the scopeof delivery of the k.ey device, at its own expense.
(i) General requirements (LAN and WLAN):• CAT-5e cable (or higher category);• Machine network (LAN), Ethernet recommendation,
WiFi optional;• Internet router / internet connection;• Configure the firewall to reach the required hosts/ports.
The software required for this is currently available in
the Quick Start Guide;• DNS server;• IP address range (LAN and WLAN);• Recommended: Static IP address assignment for k.ey
device and Machines to be networked.

(ii) Special requirements:	Depending on the type of networking chosen, the Customer must also meet the following requirements.
(A)	Networking via LAN connection (recommended by
KARL MAYER):
		 •	Access to the internet via LAN 1 (WITH network
separation) or LAN 3 (WITHOUT network separation) in the k.ey device permanent access tothe internet via LAN 3;		 •	Access to the Machine network via LAN 1 (withnetwork separation) or LAN 3 (without network
separation);		 •	Unrestricted internet access of the k.ey device
with a bandwidth of at least 10 Mbit/s.
		•	Network cable:			 • LAN cable from machines to switch;			 • LAN cable between switch and k.ey device;			 • LAN cable from the k.ey device to the internet
router.
		 • Other hardware:			 • If necessary, LAN adapter (for KAMCOS 1­machines, for example).
(B) Networking via WLAN connection		 •	Access to the internet via LAN 1 (WITH network
separation) or LAN 3 (WITHOUT network separation) in the k.ey device.
		 •	Unrestricted internet access of the k.ey device
with a bandwidth of at least 10 Mbit/s.
		•	Network cable:			 • LAN cable between WLAN antenna andswitch;			 • LAN cable between switch and k.ey device;			 • LAN cable from the k.ey device to the internet
router.
		 • Wifi equipment:			 • WLAN antenna/s (WLAN access point).
		 • Other hardware:			 • If necessary, WLAN antenna for KAMCOS 1 &KAMCOS 2 Machines (local on the Machine).
(c) Software
As delivered, the k.ey device is equipped with a Linux operating system and pre-installed basic software to ensure operation and maintenance of the k.ey device. The provisions ofparagraph 10 of this Agreement shall apply to the software,in particular its transfer.
(d) Electrical equipment:• Power supply unit: 110V /230 V• Supply input: 100–240 VAC• Frequency of supply: 50 Hz / 60 Hz• DC output: 24 VDC(e) Interfaces:• 1 x HDMI / 1 DP (Display Port)• 4 x USB 3.0• 2 x RJ 45 (10/100/1000)• 1 x RJ 45 (Support)(f) Initial commissioning of the k.ey device
For the initial commissioning of the k.ey device, a one-timeregistration with the personal company email address ofan employee of the customer on the myKM.ON Platform of
KM.ON GmbH is necessary (currently accessible athttps://go.kmon.net or for PRC https://go.kmon.net.cn).
The corresponding processing of Personal Customer Data iscarried out on behalf of the Customer (see Art. 28 GDPR) in

accordance with Appendix 2. Only after this registration is it
possible to onboard the k.ey device itself and to access the
Quick Start Guide (currently available at https://go.kmon.net/
key/quicstartguide) for instructions on commissioning thek.ey device. The Quick Start Guide also contains suggestions
for setting up the network environment to be created by the
Customer as well as the URLs and ports to be released by the
Customer.
For the onboarding process, the Customer needs, in addition
to the network requirements to be created by the Customer:a laptop and a LAN cable with RJ 45 connector.
General information on the k.ey device can be found athttps://www.karlmayer.com/de/key/.
2.
Customer terminal
The Customer requires a commercially available mobile or
stationary device to access the Platform and/or Networked
Machines (such as a smartphone, laptop with active W-LAN andinternet connection) (“End Device”).
3.	Hardware requirements and network requirements related
to the Machine and Connectivity Packages, as well as thenecessary system environment
The basic prerequisite for using Solutions is the existence of a
Networkable Machine. Furthermore, depending on the Solutions
included in the respective Connectivity Packages, they havedifferent requirements.
3.1 Networkable Machine
The following Machines can be networked in principle:• Warp knitting machines of the KARL MAYER Group, provided they are operated with the operating system KAMCOS 1(all versions) or KAMCOS 2 (from version V3.9.0.263).
• Possible for warp knitting machines with the KAMCOS 1­operating system (from version V1.4.0.87), whereby additional hardware components may have to be purchased inadvance by the Customer [adapter or WiFi antennas (perMachine potentially to be networked)]. In addition, the Customer may have to commission a KM service technician tocarry out any necessary software updates (when operatingwith a WiFi antenna), for which a charge will be made.
• In the case of warp knitting machines with an older­KAMCOS 1 operating system, clarify in advance with KMHK
whether and under what conditions networking of the­Machine is possible.
• For all other machines of the KARL MAYER group of companies as well as machines from third-party manufacturers, it must be clarified in advance with KMHK whether
and under what conditions networking of the respective
machines is possible.
3.2 Dashboard Lite
The requirements for the k.ey device according to item 1 ofthis Annex B apply.
3.3 Remote Set-Up and Installation Support for Connectivity:
The requirements for the k.ey device according to item 1 ofthis Annex B apply.
Annex C:
Service Level Agreement – Dashboard Lite and Remote Services
1.	Scope of this Service Level Agreement – Dashboard Lite;
Relationship to the Agreement
1.1 This SLA contains specifications on the availability of the Services provided by KMHK via the myKM.ON Platform of KM.ON

page 10 / 18

1.2

1.3

1.4

2.
2.1

2.2

2.3
2.4
2.5
2.6
2.7

2.8
2.9
2.10
2.11

2.12

2.13

3.
3.1

3.2

GmbH, on the performance of Maintenance Work, the Remote
Services and the Incident Management.
This SLA applies exclusively to the Service made available to
the Customer for productive use and not to non-productive,
free and/or test versions of the Service and the integration or
test systems with unreleased functions.
All obligations of KMHK in this SLA apply only to the Service
provided to the Customer at the transfer point. KMHK is not responsible for the data transmission from the transfer point to
the Customer and/or in the area of the Customer’s IT ­system.
In the event of any conflict between this SLA and the Agreement, the provisions of the Agreement shall prevail.
Definitions
Besides the definitions in the Agreement, the definitions set
out in this item shall apply for the purposes of this SLA. In theevent of any inconsistency between the definitions in this SLA
and the definitions in the Agreement, the definitions in theAgreement shall prevail.
“Downtime” means the total number of hours during which
the essential functions of the Service, as defined in the contract, are not available during the system term.
“Dashboard Lite” as defined in Appendix 1 Annex A.
“Incident Management” refers to the processing of Faults.
“Response Time” is the time period in which KMHK starts toprocess a Fault reported by the Customer.
“Remote Services” as defined in Appendix 1, item 2.
“Service” is the umbrella term for the Dashboard Lite andthe Remote Services, unless one of the two Services is explicitly addressed in this SLA.
“Service Provision Time” as defined in item 3.1 of this ­Annex.
“SLA” This Service Level Agreement“Fault” means any impairment of the Service, such as­Downtime, errors or quality degradation.
“Transfer Point” Regarding the Dashboard Lite: Point at
which the data transfer from the Platform to the Customer’ssystem takes place. Regarding Remote Services: Point at
which the Remote Service leaves the network of KMHK or thecompany providing the Remote Service.
“Availability” means that the Customer can perform and use
the essential functions of the Service at the Transfer Point.
The Service is also available if the Customer can use the­essential functions of the Service by means of a work-aroundprovided by KMHK at the Transfer Point.
“Maintenance Work” refers to all maintenance activities required to keep the Service running, troubleshoot the Service,back up data and/or activities required to improve, enhance orrenew functionality to ensure that the Service can be used inaccordance with the Agreement.
Availability
KMHK owes the agreed availability of the Service at theTransfer Point. The agreed availability is 96% per monthbased on a provision time of 24 hours per day and 365 days
per year with respect to the Dashboard Lite and with respect
to the Remote Services as agreed in item 4.1 of this SLA(each the “Service Provision Time”).
KMHK is not obliged to make the Service available for use by
the Customer during planned Maintenance Work in the Service Provision Time in accordance with item 6 of this SLA. If
the Service is available during scheduled Maintenance Workpursuant to item 6, use of the Service shall be at the Customer’s own risk. The Customer acknowledges that the use of the

3.3

3.4

3.5

4.
4.1

Service may be limited in terms of functionality or performance during scheduled Maintenance Work and/or that theService may be shut down or restarted without further notice.
If the Service is provided during scheduled Maintenance Workand there is a reduction in the functionality of the Service or areduction in availability, the Customer shall not be entitled to
any warranty or compensation.
The availability of the Service is calculated as a percentage oftime over the course of a calendar month during the Service
Provision Time.
When calculating the actual availabilities, Downtimes thatcannot be attributed to KMHK are considered as available
times. These harmless Downtimes are:(a) Downtime due to planned or unplanned MaintenanceWork in accordance with item 6 of this SLA;(b) Downtime due to Maintenance Work agreed in advancewith the Customer;(c) Downtimes due to operational disruptions caused by anevent of force majeure or other unavoidable events outside
the sphere of influence of KMHK and which could not beaverted with reasonable effort and which could not be foreseen even with careful application, which make the obligations of KMHK under this SLA considerably more difficult or
impossible in whole or in part, such as epidemics, pandemics,
strikes, lockouts, extraordinary weather conditions, power
failures, operational or traffic disruptions and transport hindrances, and which release KMHK from its obligations under
this SLA for the duration of such event;(d) Downtimes due to virus or hacker attacks, insofar as
KMHK has not taken the agreed protective measures or, in
the absence of an agreement, the usual protective measures;(e) Downtimes due to a malfunction caused by the Customer;(f) Downtimes due to software errors in the Customer’s applications or due to errors in the system and system-related
software triggered by the Customer’s applications or data;(g) Downtimes caused by Faults in the Customer’s hardware,with the exception of Faults in the k.ey device or in the Networked Machine;(h) Downtimes caused by third parties (persons not attributable to KMHK).
The Customer must notify KMHK of any impairment of theavailability of the Service.
Remote Services
The Service Provision Time of the Remote Services, which depends on the location of the Networked Machine, is shown in
the following table:
Asia (excl. PRC
and Japan)

People’sRepublic of
China

Japan

Rest of the world

Days

Monday –SaturdayMonday –SaturdayMonday –SaturdayMonday – Friday

Operatinghours

07:00–20:00(GMT+8)07:00–22:00(GMT+8)07:00–18:00(GMT+9)07:00–17:00(MEZ)

Language

EnglishEnglish / Chinese English

English

4.2

Support includes a service desk for Customer incident reports through tickets and emails via connectivity-support@
karlmayer.com

5.
5.1

Incident Mangement
Incident Management includes all activities between the Customer and KMHK in connection with the notification and management of Faults until their resolution.

page 11 / 18

5.2

The following Fault Classes apply:(a) Faults within the Service are assigned to one of the following Fault Classes, which determine the target Response
Time.

Fault Class

Description

1
CriticalA Fault is allocated to Fault Class 1 if
<12h during the Service
use of the Service or essential parts
Provision Time of the­thereof is completely unavailable or­Remote Services­severely restricted (due to malfunctions,
incorrect work results or response
times, for example).

2
Essential

A Fault is allocated to Fault Class 2 if
<12h during the Service
use of the Service or essential functiona- Provision Time of thelities is restricted (due to malfunctions, ­Remote Services
incorrect work results or long response
times, for example).

3
Insignificant

A Fault is allocated to Fault Class 3 if in- <18h during the Service
significant functionalities of the Service Provision Time of theare impaired, such as “nice to have”­Remote Services­functionalities or flaws that do not­impair the use of the Service.

4
Low

A Fault is allocated to Fault Class 4 if
use of the Service is not restricted at all(if the Customer asks questions or­requests improvements, for example).

5.3

6.
6.1
6.2
6.3
6.4

Response Time<24h during the Service
Provision Time of the­Remote Services(b) KMHK shall prioritise and classify Faults at its own discretion, taking into account the aforementioned definitions.
Incident Management Process(a) The Customer must inform KMHK immediately of any
Faults via the Platform, email, or ticket system (depending on
which option KMHK offers the Customer).
(b) The Customer shall ensure that the notification of a Fault
contains the following required information:(i)	Name of the user account and Networked Machinesconcerned as well as the Service;(ii)	Detailed description of the Fault so it can be reproduced;(iii) Date and time when the Fault occurred;(iv)	Which troubleshooting measures have already been
carried out by the Customer and what behaviour has
been shown as a result of the Customer’s troubleshooting measures.
(c)	As soon as the Customer has provided KMHK with all thenecessary information, the solution process begins.
KMHK will then provide the Customer with an initial response within the Response Times specified in item 5.2 ofthis SLA. KMHK will inform the Customer about the elimination of the Fault. Faults are processed during the Service Provision Time of the Remote Services.
Maintenance WorkKMHK may interrupt the provision of the Service for Maintenance Work.
KMHK shall schedule Maintenance Work in such a way that theCustomer’s use of the Service is affected as little as possible.
KMHK shall notify the Customer of planned MaintenanceWork in the Platform at least five calendar days in advance.
KMHK may perform unscheduled maintenance of the Service
for an important reason (if the Service operation is endangered, for example). This includes without limitation emergency changes, such as the installation of security patches,
which are necessary to secure and maintain operations andrequire immediate implementation. KMHK shall notify the
Customer of such unscheduled Maintenance Work without
delay and carry it out in such a way that disruptions to the operating process are kept to a minimum.
page 12 / 18

Appendix 2:
Data Processing Agreement for theConnectivity Terms and Conditions
1.
1.1

1.2

1.3

2.
2.1

2.2

2.3

2.4

Definitions, starting point and ranking
The definitions in the Connectivity Terms and Conditions shallapply mutatis mutandis to this Appendix 2 (including the­Annexes), subject to the following variation: The Customer isalso referred to as the “Client” and KMHK is also referred toas the “Contractor”. The Connectivity Terms and Conditions
are referred to as the “Main Contract”.
The provision of services in the form of the provision, operation, support and maintenance of the Solutions and the Platform in accordance with the provisions of the Main Contract
requires the processing of personal data of the Customer
within the meaning of Art. 4(1) GDPR and/or s. 2 PDPO (“Personal Customer Data”). This Appendix 2 (“Commissioned
Data Processing”) sets out, as an agreement on commissioned processing pursuant to the GDPR and/or PDPO between the Parties, the data protection obligations of the Customer (as the controller within the meaning of Art. 4(7) GDPR
and/or as the data user within the meaning of s. 2 PDPO) andKMHK (as a processor within the meaning of Art. 4(8) GDPR
and/or as a third party within the meaning of s. 2 PDPO) resulting from the processing of Personal Customer Data in thecontext of the contractual provision and use of the Solutions
and the Platform (“Data Processing”). As the controller/data
user, the Customer is solely responsible for the lawfulness ofthe disclosure of Personal Customer Data to KMHK as well as
the lawfulness of the Data Processing.
If there is any inconsistency or ambiguity between a provisioncontained in the main body of this Commissioned Data Processing and a provision contained in its appendices, the provision contained in the main body shall prevail. If there are contradictions or ambiguities between provisions of thisCommissioned Data Processing and provisions of the Main
Contract, the provisions of this Commissioned Data Processing shall take precedence as far as data protection matters
are concerned. If there is any inconsistency or ambiguity­between any provision of the concluded EU Standard Contractual Clauses and any provision of this Commissioned Data
Processing (including appendices), the provision of the EU
Standard Contractual Clauses shall prevail.
Object, duration, and specification of the Data Processing
The object of the Data Processing is the provision, operation,
support and maintenance of the Solutions and the myKM.ON
Platform by KMHK for the Customer and its users in accordance with the provisions of the Main Contract. The details are
specified in the Main Contract.
The term of this Commissioned Data Processing corres­ponds
to the term of the Main Contract. This Commissioned Data
Processing ends with the termination of the Main Contract.
The scope, type, and purpose of the Data Processing is theprovision, operation, support and maintenance of the Solutions and the myKM.ON Platform in accordance with the provisions of the Main Contract by KMHK as well as the enablingof the contractual use of the Solutions and the Platform by
the Customer and its users. The details are specified in theMain Contract.
The types of Personal Customer Data and the categories ofdata subjects are as follows:(a) Types of Personal Customer Data are (a) the user’s name

2.5

3.
3.1

3.2

3.3

4.
4.1

4.2

page 13 / 18

and email address, (b) the user’s role with the Customer,(c) the user’s IP address, and (d) an authentication token (~ individual characteristic that identifies the user for authentication purposes within the Solutions and the Platform).
(b) Categories of data subjects are employees and workers of
the Customer.
The Solutions and Platform is a global software solution.
Against this background, Data Processing occurs both (a)within the European Union (“EU”) or the contracting states to
the Agreement on the European Economic Area (“EEA”) and(b) outside the EU or the EEA. Data Processing outside the EU
or the EEA takes place only if the special protection provisionsof Art. 44 et seqq. GDPR are fulfilled in order to ensure an­adequate level of data protection. KMHK sees an appropriate
adequate level of data protection on the basis of an adequacy
decision of the European Commission (Art. 45 GDPR) and/or
by entering into EU standard contractual clauses (Art. 46(2)(c) and (d) in conjunction with Art. 47 GDPR). If EU standard
contractual clauses are entered into, KMHK shall provide theCustomer with a copy of those clauses on request.
The Customer authorises a data transfer to countries outside
the EU or EEA to the sub-processors/recipients listed in­Annex 2. Annex 2 specifies the measures approved by the
Customer to ensure an adequate level of data protection in
the context of subcontracted processing.
Technical and organisational measures
KMHK takes all necessary technical and organisational
measures in its area of responsibility in accordance with Art.
32 GDPR and the provisions of PDPO on the protection of­Personal Customer Data. The technical and organisational
measures are specified in Annex 1. Annex 1 shall be handed
over to the Customer for review and, if accepted by the­Customer, shall become the basis of this Commissioned Data
Processing.
Insofar as a review or inspection of the Customer reveals aneed to adapt the technical and organisational measures­listed in Annex 1, the Parties shall implement this by mutual
agreement.
The technical and organisational measures listed in Annex 1
are subject to technical progress and further development.
KMHK may implement alternative adequate measures, although the security level of the technical and organisational
measures specified in Annex 1 must be met or exceeded.
The Customer must be informed in writing or text form of any
significant changes.
Rights of data subjects
KMHK supports the Customer within its area of responsibility
and as far as possible by means of suitable technical and­organisational measures in answering and implementing requests from data subjects under data protection law (Art. 15
et seqq. GDPR and the provisions of PDPO). KMHK may notdisclose, port, rectify, erase or restrict the processing of­Personal Customer Data on its own authority, but only after
receiving documented instructions from the Customer. If adata subject contacts KMHK directly, KMHK shall forwardthat request to the Customer without undue delay. KMHK
may demand appropriate remuneration for the support of the
Customer in the case of enquiries from data subjects.
Insofar as this is possible within the scope of the functionalitiesof the Solutions and the myKM.ON Platform, the Customer­itself shall correct, erase or restrict Personal Customer Data.

5.
5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

6.
6.1

Quality assurance and other obligations of KMHK
Furthermore, KMHK has the following obligations:
KMHK and anyone subordinate to them who has legitimate
access to Personal Customer Data shall process those data
exclusively in accordance with the provisions of the Main­Contract, this Commissioned Data Processing, and the instructions of the Customer in order to provide the Solutions
and the Platform in accordance with the Agreement, unlessthey are legally obliged to process it differently.
To maintain confidentiality in accordance with the provisionsof GDPR and PDPO, KMHK uses only employees in the performance of its activities who have been obligated to confidentiality and have been familiarised with the data protection provisions relevant to them. KMHK employees are informed thatthe confidentiality obligation pursuant to this item 5.2 shallsurvive the termination of their employment. A statutory dutyof disclosure remains unaffected by this.
KMHK supports the Customer, taking into account the natureof the Data Processing, to the necessary and appropriate­extent in ensuring compliance with the legal obligations, inparticular in carrying out data protection impact assessments
and in any necessary prior consultations with the competentsupervisory authorities.
KMHK’s data protection officer can be reached at the following contact details: Karl Mayer Verwaltungsgesellschaft mbH,
Olaf Nothdurft (Data Protection Officer), Industriestr. 1,
D-63179 Obertshausen, dataprotection@karlmayer.com.
KMHK shall inform the Customer without undue delay aboutmeasures and inspections by a supervisory authority regarding the Data Processing. The same applies in the event of­investigations by a competent supervisory authority in thecontext of administrative offence or criminal proceedings.
To the extent the Customer is exposed to (a) the control of asupervisory authority, (b) an administrative offence or criminal proceedings, (c) the liability claim of a data subject or athird party or (d) another claim or a request for information inconnection with this Commissioned Data Processing, KMHK
shall support the Customer to the necessary and reasonable
extent.
KMHK regularly monitors its internal processes as well as thetechnical and organisational measures (cf . Annex 1) to ensure that the Data Processing in its area of responsibility is
carried out in accordance with the requirements of the applicable data protection law and that the protection of the rightsof the data subjects is guaranteed.
KMHK supports the Customer in its area of responsibility and,as far as possible, within the scope of existing duties to provide information to supervisory authorities and data subjects
to the necessary and appropriate extent and provides the
Customer with all relevant information in this context.
KMHK shall provide the Customer in its area of responsibility
with all information necessary to prove compliance with theapplicable data protection laws and enable and support controls regarding the Data Processing within the scope of thisCommissioned Data Processing (cf. item 7).

6.2
6.3

6.4
6.5

7.
7.1

7.2

Sub-processing relationships
For the purposes of this item 6, subcontracting relationships
shall be understood to mean those services which relate directly to the provision of the Solutions and the Platform. This
does not include any ancillary services that KMHK makes useof (such as telecommunications, transport, or cleaning or security services). However, KMHK shall make appropriate andpage 14 / 18

legally compliant contractual agreements and take control
measures to guarantee the data protection and the data
­security of the Personal Customer Data, including in the caseof outsourced ancillary services.
The sub-processors approved by the Customer when theagreement was entered into are listed in Annex 2.
A further commissioning of sub-processors or the replacement of existing sub-processors in accordance with Annex 2
is permissible under the following conditions:(a) KMHK notifies the Customer of the involvement of the
sub-processor in advance in writing or text form within a reasonable period of time, which must be at least fourteen (14)days, and the Customer does not object to this within a reasonable period, whereby the Customer may object only forgood cause. Insofar as the Customer objects for good cause
and the Parties cannot reach an amicable solution regarding
the sub-processor in question, the Customer shall be granted
a special right of termination.
(b) KMHK enters into agreements with the sub-processors inaccordance with the provisions of GDPR and PDPO, whichcontain data protection provisions that are comparable inprinciple to the Commissioned Data Processing applicablebetween the Parties. In particular, KMHK shall ensure thatsufficient guarantees exist for implementing technical and­organisational measures. The sub-processor further grants
the Customer audit and control rights essentially comparable
to item 7, including the right of the Customer, on written request, to receive information from KMHK on the content andimplementation of relevant data protection obligations within
the scope of the sub-processing relationship (if applicable, byinspecting the related documentation).
If the sub-processor provides the agreed service outside theEU or the EEA, item 2.5 shall apply accordingly.
KMHK remains responsible to the Customer for the fulfilmentof the obligations of the commissioned sub-processor.
Control rights of the Customer
The Customer may verify compliance with (a) the applicabledata protection obligations as well as (b) this Commissioned
Data Processing, particularly regarding the technical and organisational measures. The Parties have the common understanding that checks of the Customer and the provision of­information and evidence by KMHK for compliance with theapplicable data protection obligations and this Commissioned
Data Processing will primarily be carried out in such a waythat KMHK provides the Customer with current test certificates, reports or report extracts from independent third parties (such as auditors, auditing departments, data protection
officers, IT security department, data protection auditors or
quality auditors) or suitable certifications by IT security ordata protection auditing. This will not affect the Customer’s
rights under items 7.2 or 7.3.
To the extent necessary in individual cases, during the term of
this Commissioned Data Processing and after consultation
with KMHK, the Customer may perform or have others perform appropriate inspections of the relevant KMHK businesspremises in which the Data Processing occurs, either itself or
through suitable inspectors to be named in individual cases
who are obliged to maintain confidentiality. The inspections
are limited to the Data Processing of Personal Customer Dataand must be performed without avoidable disturbances at
KMHK’s premises. KMHK may object to the selection of theinspector for good cause (such as lack of reliability or a com-

7.3

8.
8.1

8.2

9.
9.1

9.2
9.3

petitive relationship with KMHK or the KARL MAYER Group).
Except in the case of urgent, objectively justified reasons,which are to be documented accordingly by the Customer,i­nspections will be carried out at the business premises of
KMHK after reasonable advance notice of at least one (1)month, during the normal business hours of KMHK, and at
most every twelve (12) months. KMHK may demand proper
remuneration for assistance in carrying out an inspection. The
expenditure of an inspection is generally limited to one (1) day
per calendar year for KMHK.
KMHK shall provide the Customer with the relevant and­necessary information upon request and make the relevant
evidence available.
Reports of infringements on the part of KMHKKMHK designs the data processing, its operational procedures
and the associated processes, systems and installations insuch a way that it can record, recognise and report any Data
Protection infringements.
KMHK shall notify the Customer immediately if (a) a security
breach results in the accidental or unlawful destruction, loss,
alteration or unauthorised disclosure of or access to Personal
Customer Data or (b) KMHK, its employees or agents havebreached any data protection regulations or the obligations
set out herein which relate to Personal Customer Data.
KMHK shall make its notification in such a way that the Customer can fulfil its applicable legal obligations, in particularpursuant to Art. 33 and 34 GDPR and provisions of PDPO.
KMHK shall document the relevant information and make itavailable to the Customer for further measures.
Authority of the Customer to issue instructions
Data Processing shall be governed exclusively by (a) thisCommissioned Data Processing, (b) possible instructions
within the functionalities of the Solutions and the Platform(such as login, change of user name, change of password andlogout, etc.) and support requests of the Customer as well as(c) any other instructions of the Customer, each of which shallbe documented in writing or in text form.
The Customer shall immediately confirm verbal instructionsin writing or text form.
KMHK shall inform the Customer immediately if it believes aninstruction violates applicable data protection law. KMHK isentitled to suspend the execution of the relevant instruction
until it is confirmed or amended by the Customer.

10.	Erasure of Personal Customer Data and return of datacarriers
10.1 Copies or duplicates of Personal Customer Data must not bemade without the Customer’s knowledge. This does not apply
to backup copies, insofar as they are necessary to ensure
proper Data Processing, as well as data that are required tobe compliant with statutory retention obligations.
10.2 After completion of the contractually agreed activities, or earlier on the Customer’s request – but at the latest on termination of the Main Contract – KMHK shall return to the Customer all documents, created processing and utilisation results,
and data files that are connected with this Commissioned
Data Processing, or destroy them in accordance with dataprotection law after obtaining consent. The same applies totest and waste material. The record of the erasure shall be
submitted to the Customer upon request.

Appendix 2 Annex 1:
Technical and organisational measures
A. General
1.
1.1

1.2

1.3

1.4

page 15 / 18

Confidentiality
Physical access control
Measures that prevent unauthorised persons from accessing
Data Processing systems with which Personal Data are processed or used:• The access protection (building) to the Contractor’s systems is secured by a locking system (key in connection withtransponder). A distinction is made between outdoor areas(buildings) and indoor areas. The individual zones are subject to different security requirements.
• Access by visitors is organisationally regulated in detail
within the framework of the access concept. Visitors mustring the bell at the main entrance, sign in, and picked up
where applicable.
• Before entering the floor, the visitor must ring the bell again
and register once more.
• Visitors are accompanied by employees of the Contractor
for the duration of their visit.
• Emergency exits are only accessible from the inside.
• The issue of keys and the allocation of access authorisations are regulated in an organisational guideline.
• The HR department of the Contractor is centrally responsible for the administration of the keys.
System access control
Measures that prevent Data Processing systems from being
used by unauthorised persons:• User accounts are checked regularly, i.e. at least annually.
• User accounts are blocked promptly as part of the offboarding process.
• User accounts are password protected. All passwords must
be created and updated in accordance with the “KARL
MAYER Group IT User Policy”. This policy addresses aspects of complexity, handling, custody and record keeping.
• It is ensured that each employee of the Contractor has only
the rights they need for their activity (principle of minimal
rights).
• The principle of the tidy workplace applies.
Memory access control
Measures which ensure that those authorised to use a Data
Processing system can only access the data for which they
have access authorisation and that Personal Data cannot be
read, copied, modified or removed without authorisation during processing and use and after storage:
Access management for operating system and databasemanagement:• Access is regulated organisationally.
• Access to the operating system and applications is logged
on a personal basis.
• Access authorisations are only granted after approval by
the person responsible for information.
• A check is made before the permissions are assigned.
System measures• The Contractor uses up-to-date antivirus solutions and­carries out centralised and automatic pattern and software
updates.
• Firewall systems are used as central security components
in various places at the Contractor’s place of business.
• Changes to the Client’s data shall be recorded.

• Remote access is via VPN and is encrypted and protected
via a second factor.
• Encrypted hard disks on local terminals.
• Software and security updates are carried out promptly as
part of the data centre maintenance.
• Access authorisations are only granted after written­approval by the supervisor.
• A check is made before permissions are given.
• Fire alarm system and UPS in the data centre and at­central infrastructure nodes.
2.
2.1

2.2
2.3

2.4

Integrity
Transfer control
The Contractor has implemented the requirements as follows:• VPN connections with second factor.
• Special protection during physical transport of data storage
devices.
Input control• Traceability through personal log-in and activity logging
Separation control• The Contractor shall ensure that data collected for different purposes can be processed separately.
• Separation of data by network separation (VLAN).
• Personal Data of the respective Clients are logically separated from each other by assignment to the respective user
accounts.
Order control• Documentation of processing activities.
• Careful selection of sub-processors.
• No use of sub-processors who have not been obligated inaccordance with Art. 28 GDPR.
• Written agreement with the sub-processor on the minimum
data protection standard.
• Adequate monitoring of sub-processors.
• Ensuring the destruction or return of the data after completion of the order in compliance with data protection regulations.

3.
3.1

Availability and resilience
Availability Control• Patch management for servers and End Devices.
• Uninterruptible power supply (UPS).
• Fire alarm system.
• Virus protection.
• Firewall.
• Backup and restore strategy.

4.

Procedures for periodic test, assessment and evaluation• Data protection management system.
• Incident response management.
• Data protection by default.
• Regular documented mandatory training for all employees.
Additional, annual classroom training for staff in particularly sensitive areas.
• Documented employee commitment to data protection.
• Instruction on postal and telecommunications secrecy forthe relevant group of employees.
• Nondisclosure agreements (NDA) with partners and service
providers.
• Appointment of a data protection officer and additional dataprotection coordinators at local sites.

B. Cloud services / data centres in which the Solutions and the
Platform are hosted (currently AWS Cloud service)
1.

1.1

1.2

page 16 / 18

Information Security Programme
Amazon Web Services Inc. (“AWS”) maintains an information
security programme (including the establishment and enforcement of internal policies and procedures) designed to (a) help
the Customer protect Personal Customer Data from accidental
or unlawful loss, access or disclosure, (b) identify reasonably
foreseeable and internal risks to security and unauthorised­access to the AWS Network, and (c) mitigate security risks, including through risk assessment and periodic testing. AWS will
designate one or more employees to coordinate and be responsible for the information security programme. The information
security programme will include the following measures:
Network security
The AWS network is electronically accessible to employees,
contractors and all other persons necessary for the provisionof the AWS services. AWS maintains access controls and policies to govern what access to the AWS network is permitted
from each network connection and user, including the use of
firewalls or functionally equivalent technologies and authentication controls. AWS maintains remediation and incident­response plans to address potential security threats.
Physical security(a) Physical access controls	The physical components of the AWS network are housed
in inconspicuous facilities (“Facilities”). Physical access
controls are used to prevent unauthorised access to Facilities at both perimeter and building entrances. Passage
through the physical barriers in the Facilities requires either electronic access control (such as card access systems, etc.) or validation by human security personnel(such as contracted or internal security guards, reception
staff, etc.). Photo IDs shall be assigned to employees andcontractors and shall be kept while employees and contractors are in the Facilities. Visitors must register withthe relevant staff, identify themselves, receive a visitor’s
badge to wear while in the Facilities, and be accompanied
by authorised staff or contractors at all times when visiting the Facilities.
(b) Limited access for employees and contractors
	AWS grants access to the Facilities to those employees
and contractors who have a legitimate business need forsuch access rights. If an employee or contractor no longer
needs the access rights assigned to him or her, the accessrights will be revoked immediately, even if the employee
or contractor continues to be an employee of AWS or its
affiliates.
(c) Physical safeguards
	All access points (with the exception of the main entrance
doors) are kept in a secured (locked) state. Access points
to the Facilities are monitored by CCTV cameras that­record all persons entering the Facilities. AWS also maintains electronic intrusion detection systems designed todetect unauthorised access to the Facilities, including
monitoring of weak points (such as main entrance doors,emergency exit doors, roof hatches, loading dock doors,etc.) with door contacts, glass break devices, interior motion detectors or other devices designed to detect individuals attempting to gain access to the Facilities. All physical access to the Facilities by staff and contractors islogged and regularly checked.

2.

Ongoing assessment
AWS conducts regular reviews of the security of its AWS­network and the adequacy of its information security programme, as measured against industry security standards
and its policies and procedures. AWS shall continuously­assess the security of its AWS network and related AWS­services to determine whether additional or different security
measures are needed to respond to new security risks or­findings from periodic reviews.

page 17 / 18

Appendix 2 Annex 2:
Authorised sub-processor
Sub-processors

Services

Seat and adequate level of dataprotection

KARL MAYER STOLL R&D GmbH,
Industriestr. 1, D-63179 Obertshausen

Software development in relation to the
Platform and the Solutions

Germany (EU)KM.ON GmbH,
Carl-Benz-Str. 21, D-60386 Frankfurt/Main

Provision, operation, support and maintenance of the Solutions and the Platform

Germany (EU)KM.ON Asia Ltd,
2907 Metroplaza Tower 2, 223 Hing Fung Road,
Kwai Chung, New Territories, Hong Kong

Provision, operation, support and maintenance of the Solutions and the Platform

Hong Kong
EU standard contractual clauses

KARL MAYER (H.K.) Ltd,
2907 Metroplaza Tower 2, 223 Hing Fung Road ,Kwai Chung, New Territories, Hong Kong

Support activities related to Networked
Machines

Hong Kong
EU standard contractual clauses

KARL MAYER (China) Ltd.,
No. 518 Changwu South Road, Wujin District,
Changzhou City 213167, China

Support activities related to Networked
Machines

China
EU standard contractual clauses

Amazon Web Services Inc.,
Hosting of the Solutions and the Platform
410 Terry Ave. North, Seattle, WA 98109-5210, USAUSA
EU standard contractual clauses
Data centre Frankfurt/Main region

Auth0 Inc.,
10800 NE 8th St., Suite 700, Bellevue, WA 98004,
USA

Providing services for the authentication ofusers of the Solutions and the PlatformUSA
EU standard contractual clauses

Mayer Textile Machine Corp.,
310 North Chimney Rock Road, 27409 Greensboro,
North Carolina, USA

Support activities related to Networked
MachinesUSA
EU standard contractual clauses

NIPPON MAYER LTD,
27-33 Kamikitano 1 Chome, 918-8522 Fukui City,Japan

Support activities related to Networked
Machines

Japan
Adequacy decision, EU standard
contractual clauses

KARL MAYER STOLL INDIA PRIVATE LIMITED
103, Dimple Arcade, Asha Nagar, Kandivali
East400101 Mumbai, Maharashtra

Support activities related to Networked
MachinesIndia
EU standard contractual clauses

KARL MAYER STOLL Bangladesh Limited
House – G10A (NE), Road- 79 Gulshan – 02
Dhaka – 1212, Bangladesh

Support activities related to Networked
Machines

Bangladesh
EU standard contractual clauses

KARL MAYER (H.K.) LIMITED . Units 2906-2908, 29/F, Metroplaza, Tower 2, 223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong
www.karlmayer.com

page 18 / 18