KARL MAYER (H.K.) LIMITEDCONNECTIVITY 2.0
TERMS AND CONDITIONS
1st September 2023

Scope and version
The following terms and conditions including their appendices andannexes (“Connectivity-Terms-and-Conditions”) of KARL MAYER(H.K.) Ltd., Units 2906-2907, 29/F, Metroplaza Tower 2, 223 Hing
Fong Road, Kwai Chung, N.T., Hong Kong (hereinafter referred to as“KMHK”) stipulate rights and obligations in connection with textile
machines (“Machines”), which (i) KMHK has provided to the“Customer” for use and which (ii) by means of a gateway (“k.eydevice”) can communicate with the Customer and with companiesof the KARL MAYER group of companies via the Internet. The

Customer and KMHK are hereinafter individually also referred to as“Party” and jointly also as “Parties”. If other contractual agreements
already exist between KMHK and the Customer, the content of
which is (partly) similar to these Connectivity-Terms-and-Conditions,these agreements shall be replaced by these Connectivity-Termsand-Conditions. Earlier versions of these Connectivity-Terms-andConditions existing between the Parties are superseded by these
Connectivity-Terms-and-Conditions.

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Table of contents
Scope and version . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
List of definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
A. General regulations; Solutions; Use of myKM.ON . . . . . . . . . . 4
1. Solutions; myKM.ON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
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. . . . . . . . . . . . 5
5. Liability; Limitation of liability; Statute of limitations. . . . . . . . . . . 5
6. Service provision by the KARL MAYER Group; Transfer . . . . . . . . 5
7.	Applicable law; Arbitration paragraph; Severability paragraph;
Singular and plural formulations; Amendments and written
form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
B. Provision and maintenance of the k.ey device. . . . . . . . . . . . . . 6
8. Subject of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.	Hardware-related obligations and rights of KARL MAYER
STOLL within the scope of the transfer of the k.ey device. . . . 6
10.	Software-related obligations and rights of KARL MAYER
STOLL within the scope of the transfer of the k.ey device. . . . 6
11.	Obligations of the Customer within the scope of the provisionand maintenance of the k.ey device . . . . . . . . . . . . . . . . . . . . . . . . 7
12.	No warranty extension through surrender of the k.ey device;
Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
C. Connectivity Packages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
13. Object of the Connectivity Packages. . . . . . . . . . . . . . . . . . . . . . . . . . 7
14. Customer obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
15. Obligations of KARL MAYER STOLL. . . . . . . . . . . . . . . . . . . . . . . . . . 7
16. Default in payment; Setoff; Right of retention. . . . . . . . . . . . . . . . . 7
17.	Delivery time; Force majeure; Reservation of self-delivery;
Early or partial deliveries; Amendments. . . . . . . . . . . . . . . . . . . . 7
18.	Notice of defects; Claims for defects; No right of withdrawal;
Use of the Remote Service Connection. . . . . . . . . . . . . . . . . . . . . 8
List of Appendices and Annexes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix 1: Content and scope of the Connectivity Packages. . . 9
1. SaaS Solution Dashboard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2. Remote Service Connection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3. Remote Set-Up and Installation Support for Connectivity . . . . . . 9
Annex A: Product data sheet; k.management; Dashboard . . . . . . . . 10
1. Dashboard – Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2. Specification and description of the Dashboard . . . . . . . . . . . . . . 10
Annex B: Product data sheet: CORE Lite. . . . . . . . . . . . . . . . . . . . . . . . . 10
1. CORE Lite – Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2. Specification and description of CORE Lite. . . . . . . . . . . . . . . . . . . 10

Annex C: Hardware requirements, network requirements, andnecessary system environment. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1. k.ey device . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2. Customer terminal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.	Hardware requirements and network requirements related
to the Machine and Connectivity Packages, as well as thenecessary system environment. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Annex D: Service Level Agreement – Dashboard and Remote
Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.	Scope of this Service Level Agreement – Dashboard;
Relationship to the further Agreements and Conditions. . . . . 12
2. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3. Availability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4. Remote Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5. Incident Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6. Maintenance Work. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Appendix 2: Data Processing Agreement for the Connectivity
Terms and Conditions (Art. 28 GDPR) . . . . . . . . . . . . . . . . . . 15
1. Definitions, starting point and ranking . . . . . . . . . . . . . . . . . . . . . . . 15
2. Object, duration, and specification of the Data Processing. . . . . 15
3. Technical and organisational measures. . . . . . . . . . . . . . . . . . . . . . 15
4. Rights of data subjects. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.	Quality assurance and other obligations of KARL MAYER
STOLL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6. Sub-processing relationships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7. Control rights of the Customer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.	Reports of infringements on the part of KARL MAYER
STOLL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9. Authority of the Customer to issue instructions . . . . . . . . . . . . . . 17
10.	Erasure of Personal Customer Data and return of datacarriers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Appendix 2 Annex 1: Technical and organisational measures. . 17
A. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
1. Confidentiality (Art. 32(1)(b) GDPR). . . . . . . . . . . . . . . . . . . . . . . . . . 17
2. Integrity (Art. 32(1)(b) GDPR). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3. Availability and resilience (Art. 32(1)(b) GDPR) . . . . . . . . . . . . . . . 18
4.	Procedures for periodic test, assessment and evaluation (Art.
32(1)(d), Art. 25(1) GDPR). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
B. Cloud services / data centres in which the Solutions and
myKM.ON are hosted (currently AWS Cloud service) . . . . 18
1. Information Security Programme. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2. Ongoing assessment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Appendix 2 Annex 2: Authorised sub-processors. . . . . . . . . . . . . 19

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List of definitions
For the purposes of these Connectivity-Terms-and-Conditions, the following definitions shall apply:“Accounting Year”

As defined in Appendix 1.

“Commissioned Data
Processing”

As defined in Appendix 2.

“Connectivity Packages”

As defined in the preamble (B).

“Core lite”

As defined in Appendix 1 Annex B.

“Dashboard”

As defined in Appendix 1 Annex A.

“Data Processing”

As defined in Appendix 2.

“End Device”

As defined in Appendix 1 Annex C.

“EU”

As defined in Appendix 2.

“EEA”

As defined in Appendix 2.

“Excluded Data”

All machine-related business information and data
owned by the customer or which is know-how of thecustomer in the sense that the data allows conclusions
to be drawn about technical product compositions orprocesses worthy of protection. Exemplary data in thiscategory are patterns and lappings that are already theproperty of the Customer.

“Defective Provision”

As defined in paragraph 7.5.

“Confidential Information”

As defined in paragraph 2.1.

“Cardinal Duty”

As defined in paragraph 5.2.

“Facilities”

As defined in Appendix 2 Annex 1.

“KARL MAYER Group”

All companies including KM.ON which are affiliatedenterprises of KMHK and, in addition, any other person,company, joint venture or other legal entity that is
directly or indirectly controlled, through one or moreintermediaries, by KARL MAYER Holding SE & Co. KG,
Industriestr. 1, 63179 Obertshausen, Germany. For the
purposes of this definition, “control” means the power
to direct the management and policies of an enterprise,or cause them to be directed, whether by virtue ofownership of the shares or voting rights, by contract orotherwise.

“k.ey device”

As defined in “Scope and service” page 1“Machine”

As defined in “Scope and service” page 1“myKM.ON”

As defined in the preamble (D).

“Personal Customer Data”

As defined in paragraph 3.6 and Appendix 2.

“Platform”

As defined in the preamble (B).

“Processing Results” or“Data Output”

All contents and/or materials, programmes as well asother information resulting from the processing of raw
data – either from the category of “status” or from thecategory of “production” – through intended use of themachine and the applied digital services, including all
summaries, rearrangements, statistics, analyses andvisualisations.

"Production data"

Raw data that only allow conclusions to be drawn about
the production processes. This includes data on thefunctional sequences of the machine, the operation andall other internal processes (control states, errors in the
production process).

"Raw data" or Data-Input“

All contents and/or materials, programmes as well asother information of the Customer (with the exceptionof data which are the result of a data processing
process) which are
1. made available to KMHK by the Customer inconnection with these Connectivity-Terms-and-Conditions including through KMHK’s access to machines /other systems of the Customer.
2. entered by the Customer into files, spreadsheets,
programs, systems or other storage media that are
products of KMHK.
3. entered into the machine by the Customer or loaded
onto his systems.

“Solutions”

As defined in the preamble (B).

“SLA”

Service Level Agreement – Dashboard and Remote
Services.

“Statistics Function”

As defined in Appendix 1 Annex A paragraph 2.5.

"Status data"

All raw data that allow conclusions to be drawn about
the structural and/or technical status of the machine.
For example, the maintenance status of the machine
can be monitored using this data (status monitoring).
These data include, in particular, machine data (such as
usage type and duration, utilisation, status, status anderror messages), unvironmental data (temperature,humidity, air pressure) and machine-related network
data (access, bandwidth utilisation, communication,interaction); k.ey device-related data (network
information, access information, usage).

“Overview Page”

As defined in Appendix 1 Annex A.

“Transfer”

As defined in paragraph 6.2.

“Networkable Machine”

As defined in Appendix 1 Annex C paragraph 3.1.

“Networked Machine”

As defined in Appendix 1 Annex A.

“Connectivity-Terms-andConditions”

As defined in “Scope and service” page 1.

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(A)

(B)

(C)

(D)

PreambleOn the hardware side, the Customer already uses one ormore gateways for its Machines, which are now to be­replaced by one or more k.ey device(s) by KMHK in orderto adapt to increased performance requirements on the partof 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 the­contractual relationship based on these Connectivity-Termsand-Conditions are partly provided by other companies of 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 to­Connectivity-Terms-and-Conditionsthese Connectivity-Termsand-Conditions may arise at any time.

2.6

A.
General regulations; Solutions; Use of myKM.ON
1.
1.1

2.
2.1

2.2

2.3

2.4

2.5

Solutions; myKM.ON
The Customer can obtain services of KMHK via myKM.ON. For
the purchase of goods and services from other companies of
the KARL MAYER Group as well as via myKM.ON, the separate
respective provisions apply. The Customer can view the respective status of the Solutions booked with the Connectivity
Packages on myKM.ON.
Confidentiality
In the course of the contractual relationship between the
Customer and KMHK, information requiring secrecy will be
disclosed and exchanged (the “Confidential Information”).
That 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 these Connectivity-Terms-and-Conditions
and the Solutions provided under other agreements and as
part of the Connectivity Packages;(c) Functioning, layout and design of the area of myKM.ON
accessible only to the Customer;(d) Information that KMHK expressly designates as confidential, with the exception of information that falls under paragraph 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 storedin such a way that third parties cannot gain knowledge of it.
The Customer shall use the Confidential Information exclusively for the use of the k.ey devices, myKM.ON and Solutions,but not for other business purposes, in particular not for its
own myKM.ON-related projects; to develop products similar
to the k.ey devices, myKM.ON and Solutions; or to promote
myKM.ON-related projects or develop third party products
similar to the k.ey devices, myKM.ON and Solutions.
The confidentiality obligations assumed under paragraphs 2.2
and 2.3 shall apply – without prejudice to the provision in par-

3.
3.1

3.2

3.3

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agraph 2.5 – without limitation as to time and place. In particular, they shall also apply after the end of the contractual
relationship based on Connectivity-Terms-and-Conditionsthese Connectivity-Terms-and-Conditions.
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 person who invokes the existenceof the exception.
During the term of the Connectivity Package according to­Appendix 1 and after its termination, the Customer and KMHK
shall not reverse engineer, analyse and/or reconstruct Confidential Information that has been transferred to them (ban onreverse engineering).
Rights to data; Processing of data; Protection of secrets
KMHK shall be entitled to exploit Status data as well as theProcessing Results. KMHK will not use Excluded Data. If, in an
exceptional case, KMHK exploits Excluded Data, KMHK shallimmediately and irretrievably destroy the Excluded Data andshall not use the exploited Excluded Data for the purposes
specified in these Connectivity-Terms-and-Conditions (cf. Paragraph 3.2). If the Customer is of the opinion that certain data
is Excluded Data, the Customer shall inform KMHK accordingly. KMHK shall, in accordance with this paragraph 3.1, use
its reasonable discretion to determine whether the Customer’sview is correct and then act accordingly to these ConnectivityTerms-and-Conditions.
The Customer grants KMHK and all companies of the KARL
MAYER Group the worldwide, exclusive, irrevocable right,­unlimited in time, space and content, and sub-licensable, to
use the Production data. This includes in particular the rightto access, process and store the anonymised Production datairrespective of where it is stored and beyond any end of theConnectivity Package in accordance with Appendix 1. In­particular, the Customer agrees that KMHK and all companiesof the KARL MAYER Group may(a) access the Production data regardless of where it isstored (machine, k.ey device, Customer’s network, myKM.ON,
transmission paths);(b) evaluate production data with algorithms and train­machine learning models;(c) use anonymised production data for advertising and­marketing purposes;(d) provide the production data to other companies in the
KARL MAYER Group;(e) provide KARL MAYER Group suppliers with Production
data to the extent that their respective supplier products(components, software, etc.) are affected by the Production
data.
The Customer also expressly grants the rights specified inparagraphs 3.1 and 3.2 to KM.ON GmbH, registered in the

3.4

3.5

3.6

Commercial Register of the Local Court of Frankfurt am Main
under HRB 110267.
The Customer retains sole data sovereignty over the Excluded
Data as well as the Production Data. The Customer is entitled
to use the Production and Status Data itself in order toachieve the purposes of use described in these ConnectivityTerms-and-Conditions, subject to the following ConnectivityTerms-and-Conditions, insofar as the data is provided to it by
KMHK. The Customer shall not transfer the data to any third
party for independent use – in particular not to any competitorof KMHK. Excluded from this are third parties who offer database and data management and analysis solutions, are not incompetition with KMHK and whose services are used by the
Customer as part of its ordinary data management. The Customer may not extract and/or reuse content from myKM.ON
and 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 ofthese Connectivity-Terms-and-Conditions, it shall make sure,as far as reasonable, that the respective cloud services ensure they use servers which are protected according to thestate of the art. KMHK may rely on statements regarding thesafety and performance of the respective service providers
and is not required to perform its own technical inspection.
Applicable data protection law remains unaffected by these
Connectivity-Terms-and-Conditions.
KMHK and the Customer acknowledge that, to the best of
their knowledge, the Delivery Data transmitted within thescope of these Connectivity-Terms-and-Conditions (via
myKM.ON or the k.ey device, for example) do not contain any
personal data. Insofar as KMHK collects the Customer’s­personal data in the sense of Art. 4(1) GDPR (“Personal­Customer Data”) in connection with the provision, operation,
support and maintenance of the Solutions and myKM.ON, it
does so on behalf of the Customer (cf. Art. 28 GDPR) in­accordance with the provisions set forth in more detail in­Appendix 2 Annex 1. With regard to Personal Customer Data,
the Customer remains master of the data in the sense of dataprotection law. The Customer is responsible for the lawfulness of the processing of the Personal Customer Data in­accordance with the order (cf. Art. 4(7) GDPR).

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

Liability; Limitation of liability; Statute of limitations
Unless these Connectivity-Terms-and-Conditions state otherwise, the liability provisions of this paragraph 5 shall apply.

5.2

5.3
5.4

5.5
5.6

5.7

5.8

5.9

6.
6.1

6.2

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 these ConnectivityTerms-and-Conditions and on the compliance with which theCustomer 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 based on these Connectivity-Terms-andConditions was entered into and is typical of this type of­contract.
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 basedon these Connectivity-Terms-and-Conditions is formed only if(i) it knew (or if not for gross negligence, should have known)
about the defect or (ii) KMHK is responsible for the existenceof the defect.
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 statutory commencement of the limitation
period.
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 contact partnerwith respect to the services to be rendered under contractual
relationship based on these Connectivity-Terms-and-Conditions. Particularly regarding the provision of individual software components contained on the k.ey device and regarding
the services included in the Connectivity Packages, however,KMHK cannot take action itself. Due to the structure and­organisation of the KARL MAYER Group, individual companiesof the KARL MAYER Group and/or suppliers of the KARL
MAYER Group take action. The Customer therefore consents
to the 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 arising fromthe contractual relationships based on these ConnectivityTerms-and-Conditions to third parties (“Transfer”). The­Customer may object to a Transfer if there are serious reasons
opposing it. One serious reason is if the interests of the­Customer are endangered by the Transfer to such an extent
that it becomes unreasonable for the Customer to adhere to
the aforementioned Connectivity-Terms-and-Conditions. A
Transfer of KMHK to a company of the KARL MAYER Group is
not a serious reason.

7.	Applicable law; Arbitration paragraph; Severability
paragraph; Singular and plural formulations; Amendments
and written form
7.1 These Connectivity-Terms-and-Conditions and the contractual
relationships based thereon shall be governed by the laws ofHong Kong

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7.2

7.3

7.4

7.5

7.6
7.7

The registered office of KMHK as shown in the commercial
register is the exclusive place of performance for all delivery
and payment obligations.
All disputes arising out of or in connection with these Connectivity-Terms-and-Conditions, the contractual relationships
based thereon or concerning their validity shall be finally­settled in accordance with the Arbitration Rules of the Hong
Kong International Arbitration Centre (HKIAC) under exclusionof the ordinary legal process. The arbitral tribunal shall consist of one (1) sole arbitrator for amounts in dispute up to andincluding EUR 400,000.00 and three (3) arbitrators for greater
amounts in dispute. The place of arbitration is the registeredoffice of KMHK as shown in the commercial register. The­language of the proceedings shall be English. The applicablelaw in the matter shall be the law of Hong Kong to the ex­clusion of private international law and other conflict of law
provisions.
KMHK may also bring actions at the registered office of the
Customer or before any other court or panel having juris­
diction by law.
If any provision of these Connectivity-Terms-and-Conditions isor becomes invalid, unimplementable or unenforceable inwhole or in part (“Defective Provision”), the validity and enforceability of the remaining provisions shall not be affected.
Rather, the Parties undertake to replace the Defective Provision with a provision that comes as close as possible to what
the Parties would have agreed in accordance with the meaning and purpose of these Connectivity-Terms-and-Conditions
if they had recognised the defectiveness of the provision. If
the defectiveness of a provision is based on ascertaining acertain level of performance or a certain point in time (deadline or fixed date), the provision shall be deemed to be agreed
with that level or point in time which comes as close as thelaw allows to the original level or point in time. The same applies to any gap in these Connectivity-Terms-and-Conditions.
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 tothese Connectivity-Terms-and-Conditions) take precedence
over these Connectivity-Terms-and-Conditions. For the content 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 these Connectivity-Termsand-Conditions (e.g. setting of deadlines, notifications of­defects, withdrawal, termination or reduction) must be madeusing the written form, i.e. in writing or text form (e.g. letter,e-mail, fax), unless another form is agreed in these Connec­
tivity-Terms-and-Conditions, for example with regard to­declarations via myKM.ON.
B.
Provision and maintenance of the k.ey device

8.
8.1

8.2

Subject of these Connectivity-Terms-and-Conditions
This part of these Connectivity-Terms-and-Conditions­governs the provision of the k.ey devices by KMHK and theobligations arising for the Parties in this context.
In order to use myKM.ON 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 the number of k.ey devices required by the Customer. The number
regularly depends on the number, type and use of the Networkable Machines.
9.3 KMHK may exchange k.ey devices for newer versions or­another comparable product during the term of Connectivity
Package according to Appendix 1. KMHK will announce an exchange with reasonable notice (one (1) week). The Customer
shall grant KMHK access to the affected machines and k.ey
devices during the Customer’s normal business hours withreasonable notice.
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.
10.2 KMHK shall grant the Customer the non-exclusive, non-­transferable and non-sublicensable right, limited in time tothe term of the Connectivity Packages according to Appendix
1 and in place to the installation site of the machines to be
networked via k.ey device, to use the Software to achieve thepurpose of these Connectivity-Terms-and-Conditions.
10.3 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 paragraph 9.1 and put them into operation
promptly.
11.2 The Customer shall handle and operate the k.ey devices­provided in accordance with paragraph 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)page 6 / 19

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 forthe machine. The foregoing shall apply mutatis mutandis tocontracts of sale of the individual gateway which have not­included delivery of machinery.
12.2 Notwithstanding paragraph 5, the following liability and­warranty 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 of­title 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 commissioning of
the k.ey device, but not later than the expiry of the eighteenth(18th) month after delivery of the k.ey device to the Customer’s
place of business.
C.
Connectivity Packages
13. Object of the Connectivity Packages
13.1 The object of the Connectivity Packages is one, several or­various Solutions that the Customer can access via the associated myKM.ON 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 these
Connectivity-Terms-and-Conditions. Support and main­
tenance 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 objectof the Solutions; these are governed by the purchase or­service contract for the Machines or hardware components.
14. Customer obligations
14.1 Within the scope of the contractual relationship based onthese Connectivity-Terms-and-Conditions, the Customer
shall be responsible for providing all necessary information
as well as for providing and maintaining the hardware andnetwork environment as well as the necessary system environment; it shall oblige its users accordingly. The hardwareand network environment requirements are set out in Appendix 1 Annex C, unless otherwise specified in these Connecti­
vity-Terms-and-Conditions. For the installation and main­
tenance 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. If KMHK incurs additional expenses due to abreach 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, KMHK is en­titled to claim the statutory default interest in the amount of
currently nine (9) percentage points above the respective
base interest rate as well as the statutory default lump sum
in the amount of currently EUR 40,00. KMHK reserves theright to claim 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,
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.
17.2 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 Connectivity Packages according
to Appendix 1.
17.3 Force majeure (including without limitation strikes, pandemics,
and epidemics) that prevents KMHK from delivering or providing through no fault of its own will result in an extension of
the relevant delivery or provision period for as long as this­circumstance persists. If a delivery becomes unreasonable
due to these circumstances, KMHK may terminate the­Connectivity Packages according to Appendix 1.
17.4 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 orprovision of the Solutions, despite the conclusion of a congruent
covering transaction, for reasons for which it is not responsible,
KMHK may terminate the individual contract of the Connectivity Package according to Appendix 1. Any statutory rights
of withdrawal and termination shall remain unaffected.
17.5 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 forin 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 provisionof the Solution to the Customer or (ii) in the case of hidden

page 7 / 19

18.3

18.4
18.5

18.6

18.7

18.8

18.9

defects also without undue delay, but at the latest within ten(10) calendar days after discovery of the defect.
If these Connectivity-Terms-and-Conditions oblige KMHK toprovide or transfer a service or a god temporarily, and a defect arises during the term of the contract on the Connectivity
Package according to Appendix 1, the Customer shall notify
KMHK of the defect within seven (7) calendar days after it
arises.
The Customer must describe defects in detail so that KMHK
is able to identify and remedy the defect.
With these Connectivity-Terms-and-Conditions, the Customer
and KMHK are driving forward the digitalisation of the industry.
The Customer will notify KMHK of a defect exclusively by­using the Remote Service Connection. For this purpose, theCustomer 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 with­regard to the Solutions, the k.ey devices and the Networked
Machines.
If there is actually a defect and the Customer gives notice of
this defect in due form and time in accordance with paragraphs 18.2 to 18.5, KMHK is initially obliged, at its own­discretion, to rectify the defect or to deliver or provide a­defect-free Solution (subsequent performance).
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.
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 paragraphs 18.1 to 18.7.
The provisions of this paragraph 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
Annex B Product data sheet: CORE Lite
Annex C Hardware requirements, network requirements
and necessary system environment
Annex D Service Level Agreement – Dashboard and Remote
Services
Appendix 2 Agreement on Commissioned Data Processing(Art. 28 GDPR) with associated annexes

page 8 / 19

Appendix 1:
Content and scope of the Connectivity Packages

1.
SaaS Solution Dashboard
Specifications for the content and scope of the Dashboard Softwareas-a-Service Solution are set out in Annex A to this Appendix 1.
Service Level Specifications relating to the Dashboard are set out inAnnex D to this Appendix 1. Services under the Service Level
Agreement set out in Annex D to this Appendix 1 shall be provided
by KM.ON GmbH.

Summary Framework Connectivity Packages
Costs

SERVICE-PACKAGE-Connectivity 2.0-N for mechanicalmachines (N-drive)
EUR 15,–/MC per month
EUR 180,–/MC per year
SERVICE PACKAGE-Connectivity 2.0-EL, EN, JQ for electronic
machines (EL, EN drive) or machine with jacquard
EUR 40,–/MC per month
EUR 480,–/MC per year

2.
2.1

SERVICE PACKAGE-Connectivity 2.0-ON for electronic
machines (ON drive)
EUR 60,–/MC per month
EUR 720,–/MC per year
Term of the Connectivity Beginning with registration of the machines on myKM.ON for
Package according to
the Connectivity Packages, but no later than three (3) months
Appendix 1
after conclusion of the contract.
The contract will renew tacitly for twelve (12) months eachtime if no notice of termination is given.
Termination of the
The contract may be terminated through ordinary termination
Connectivity Package
at the end of any month with three (3) months’ notice.
according to Appendix 1 Extraordinary termination without prejudice.
Invoicing

Per twelve (12) months (“Accounting Year”) (12 months).

Payment

Commerzbank AG, Frankfurt am Main
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

Components of theConnectivity Packages

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.

2.2

2.3

3.
3.1

k.ey device(s), if required, see paragraph 9 of these
Connectivity-Terms-and-Conditions.
SaaS solution Dashboard, in accordance with paragraph 1of this Appendix 1.
Remote Service Connection, in accordance with paragraph 2of this Appendix 1.
Remote Set-Up and Installation Support for Connectivity,in accordance with paragraph 3 of this Appendix 1.

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

3.2

page 9 / 19

Remote Service Connection
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 myKM.ON. There is a “Remote Service” button on
myKM.ON for this purpose. After its activation, the Customer
is shown all the Machines for which it has entered 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 the­Networked Machines 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 are set out in Annex D to this Appendix 1.
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.
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 scope of
the warranty or outside of the warranty (separate service
subject to a charge).
Remote Set-Up and Installation Support for Connectivity
KMHK provides remote support for networking the Networkable
Machines for which the Connectivity Packages exists. KMHK
will instruct the Customer remotely on how the Customer canestablish a connection of the k.ey device with the machines tobe networked and myKM.ON. Included in Remote Set-Up andInstallation Support for Connectivity is support by phone,email or chat (Microsoft Teams) from service representatives.
KMHK is not responsible for any connections through remote
access to the Networkable Machines concerned.
In order for a company in the KARL MAYER Group to provide
the service described in paragraph 3.1 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).

Annex A:
Product data sheet; k.management; Dashboard
Preliminary remarks: What follows is an abstract scope of services
for the “Dashboard” Solution, which belongs to the k.management.
Whether the Solution described herein are available to the Customer
shall be determined by the specific agreements on the content andscope of the Connectivity Packages in Appendix 1 to these
Connectivity-Terms-and-Conditions.
1.
1.1
1.2
1.3

1.4

2.

2.1

2.2

2.3

2.4

Dashboard – Overview
Dashboard is a cloud-based k.management Solution within
myKM.ON for the Machine Data visualisation (“Dashboard”).
Access to the Dashboard is browser-based via login throughmyKM.ON.
In principle, processed machine data from Networkable­Machines can be displayed. Details of the hardware requirements and network requirements are set out in Annex C tothese Connectivity-Terms-and-Conditions. On the landing pageof 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 is available for Warp Knitting KAMCOS 1 andKAMCOS 2 systems. To the extent that functionalities differ
with respect to individual Networked Machines, such differences shall also result from the specifications in paragraph 2of this Annex A.
Specification and description of the Dashboard
Where a Machine is covered by this paragraph, the Dashboard
shall include the following functions:
Overview of all Networked Machines
In Dashboard, the Overview Page displays the following­machine 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 Networked Machines.
Sorting functions
The Customer can sort all Networked Machines on the­Overview Page by “Machine name A–Z”, “Next Beam Swap“,“Production Remaining Time”, “Next Upcoming Action”, “Stops
Current Piece”, “Running / 24h” and “Status”.
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 specific­Networked 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 a­historical overview of the “Machine status (running, stopped,
or offline)” of the respective Networked Machine, whereby thefollowing time periods can be selected:• Last 1 h;• Last 8 h;• Last 24 h;• Last Week;• Customized.

Annex B:
Product data sheet: CORE Lite
Preliminary remarks: What follows is an abstract scope of services
for the “CORE Lite” Solution. Whether the Solution described herein
are available to the customer shall be determined by the specificagreements on the content and scope of the KMHK Connectivity
Packages.
1.
1.1
1.2
1.3

2.
2.1

2.2

page 10 / 19

CORE Lite – Overview
Core Lite is a cloud-based Solution for creating, importing andediting patterns for use on KAMCOS machines.
Access to the CORE Lite is browser-based via login throughthe customer portal my KM.ON
By default CORE Lite can be used to created patterns for
KAMCOS2 CONNECT machines. Additionally download of.kmo files for supported KAMCOS1 machines is possible uponrequest.
Specification and description of CORE Lite
CORE Lite includes the following functions:
Overview of all available patterns inside the KM-Cloud
The Overview Page displays all patterns with the following­information:• Machine type name as stored in the respective KAMCOS
system;• Gauge of the pattern• Length of the pattern• Last change in CORE Lite• “Last release” to the KM-Cloud• “MC Download” last time a pattern is downloaded to a­machine
Filter function
By using the filter function “Name”, “Machine type”, “Gauge”
or “Length”, the available patterns can be filtered accordingly
on the Overview Page.

2.3

2.4

2.5

2.6

2.7

Sorting functions
Available patterns can be sorted on the Overview Page by“Name”, “Machine Type”, “Gauge”, “Length”, “Last change”,“Last release”, “MC Download”.
Creating new patterns• Using the “New Article” button, a new pattern for an available
machine type can be created. Name, Length, Machine Typeand Machine Gauge must be specified.
• Using the “Upload” button, an existing “.kmo” or “.mc” filecan be uploaded to CORE Lite and will create a new pattern.
If the machine type included in the “.kmo”-/ “.mc”-file is notavailable to the customer, a matching machine type must
be selected.
• Existing patterns can be duplicated using the “Duplicate”
symbol.
Deleting patterns
Patterns can be deleted by clicking on the “Trash can”. This
will delete the pattern in the KM-Cloud too, if previously­released.
Editing patterns
Patterns can be edited by clicking on the name of the pattern.
Editing functionalities include:• Lapping values• Length of the pattern• Machine type• Machine gauge• Up to 5 repeat layers for chainlinks• Duplicating repeats or chainlinks• Copy/Paste of repeats or chainlinks• Deleting of repeats or chainlinks• “Mirror” function – create the reversed lapping of a bar• Third chainlink for supported machines• Correction factors for supported machines• Offset• Align all bars (using “Jump” or double click)• “Expand” view area of chainlinks and lapping drawing byhiding UI elements• Validation of entered lapping data against the mechanicalconfiguration of the machine.
• The “status” icon will show if the pattern is invalid (“red”),
contains warning (“yellow”) or neither. More information isavailable by clicking on the status icon.
• Information window about the recommended maximal“Chainlink”, “Shog” and “Overlap” values for each bar, as
well as the possible mechanical maximum values.
• “Settings”: By clicking on the gear icon inside a pattern, thefollowing editing features are accessible:– Creating Takeup values– Creating RunIn values– Editing Takeup values– Editing RunIn values– Sequential creation and editing of these values is available
for supported machine types– Importing Takeup and RunIn values from a specific ­machine– Overriding the stored TakeUp and RunIn values inside the
KM-Cloud for a specific machine or default values.
– Adding a written comment to the pattern
Lapping diagram
Inside a pattern, a simple lapping diagram can be displayedby clicking on the small yarn icon on the right side. This willshow one thread for each bar.
Display of threads can be turned off and on for each bar individually. Double clicking on a needle will align all bars to this

2.8

2.9

position. Inside the lapping drawing navigation is possible­using drag-features, the “JUMP” feature and the “+”, “-“, and“Home” button.
Help and documentation
A help feature is available inside a pattern by clicking on thegreen “?” in the top right corner. This will show help texts forindividual elements of the UI. A free online training course isavailable from the KARL MAYER academy.
Releasing patterns to the KM-Cloud
By clicking the small arrow symbol, located on the Overview
page and inside each pattern, the pattern be transferred to
the KM-Cloud. The pattern can be sent to all machines or
only specific machines, selected by KM serial numbers.

Annex C:
Hardware requirements, network requirements, andnecessary system environment
1.

k.ey device
myKM.ON 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);

page 11 / 19		•	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 operationand maintenance of the k.ey device. The provisions of paragraph 10 of these Connectivity-Terms-and-Conditions shallapply to the software, in particular its transfer.
(d) Electrical equipment:• Power supply unit: 110 V /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 of an
employee of the customer on myKM.ON of KM.ON GmbH isnecessary (currently accessible at https://go.kmon.net or for
PRC https://go.kmon.net.cn). The corresponding processing of
Personal Customer Data is carried 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 the k.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 myKM.ON and/or Networked Machines(such as a smartphone, laptop with active W-LAN and internet
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 (allversions) or KAMCOS 2 (from version V3.9.0.263).
• Possible for warp knitting machines with the KAMCOS 1 operating system (from version V1.4.0.87), whereby additional
hardware components may have to be purchased in advanceby the Customer [adapter or WiFi antennas (per Machine
potentially to be networked)]. In addition, the Customer
may have to commission a KM service technician to carryout any necessary software updates (when operating with 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 underwhat conditions networking of the respective machines ispossible.
3.2 Dashboard
The requirements for the k.ey device according to paragraph
1 of this Annex C apply.
3.3 Remote Set-Up and Installation Support for Connectivity:
The requirements for the k.ey device according to paragraph
1 of this Annex C apply.
Annex D:
Service Level Agreement – Dashboard and Remote
Services
1.	Scope of this Service Level Agreement – Dashboard;
Relationship to the further Agreements and Conditions
1.1 This SLA contains specifications on the availability of the­Services provided by KMHK via myKM.ON of KM.ON GmbH,on the performance of Maintenance Work, the Remote Services
and the Incident Management.
1.2 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.
1.3 All obligations of KMHK in this SLA apply only to the Service
provided to the Customer at the transfer point. KMHK is not­responsible for the data transmission from the transfer point to
the Customer and/or in the area of the Customer’s IT system.
1.4 In the event of any conflict between this SLA and the­Connectivity-Terms-and-Conditions, the provisions of theConnectivity-Terms-and-Conditions shall prevail.

page 12 / 19

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

3.3

Definitions
Besides the definitions in the Connectivity-Terms-and-Conditions, the definitions set out in this paragraph shall apply forthe purposes of this SLA. In the event of any inconsistency
between the definitions in this SLA and the definitions in theConnectivity-Terms-and-Conditions, the definitions in theConnectivity-Terms-and-Conditions shall prevail.
“Downtime” means the total number of hours during which
the essential functions of the Service, as defined in the­contract, are not available during the system term.
“Dashboard” 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, Annex 2.
“Service” is the umbrella term for the Dashboard and the­Remote Services, unless one of the two Services is explicitly
addressed in this SLA.
“Service Provision Time” as defined in paragraph 3.1 of thisAnnex.
“SLA” This Service Level Agreement“Fault” means any impairment of the Service, such as­Downtime, errors or quality degradation.
“Transfer Point” Regarding the Dashboard: Point at which
the data transfer from myKM.ON to the Customer’s systemtakes place. Regarding Remote Services: Point at which the
Remote Service leaves the network of KMHK or the company
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 activities­required to keep the Service running, troubleshoot the­Service, back up data and/or activities required to improve,enhance or renew functionality to ensure that the Service
can be used in accordance with the Connectivity-Terms-andConditions.
Availability
3.1 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 and with respect to
the Remote Services as agreed in paragraph 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 theService Provision Time in accordance with paragraph 6 of this
SLA. If the Service is available during scheduled MaintenanceWork pursuant to paragraph 6, use of the Service shall be at
the Customer’s own risk. The Customer acknowledges thatthe use of the Service may be limited in terms of functionality
or performance during scheduled Maintenance Work and/orthat the Service may be shut down or restarted without­further notice. If the Service is provided during scheduled
Maintenance Work and there is a reduction in the functionalityof the Service or a reduction 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.

3.4

3.5

4.
4.1

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 paragraph 6;(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 obligationsof KMHK under this SLA considerably more difficult or im­
possible 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, which­depends on the location of the Networked Machine, is shownin the following table:
Asia (without
People’sRepublic ofChina andJapan)

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 Management
Incident Management includes all activities between the­Customer and KMHK in connection with the notification andmanagement of Faults until their resolution.
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.

5.2

page 13 / 19

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 _ <18h during the Service
insignificant functionalities of theProvision Time of the­Service are impaired, such as “nice to­Remote Services
have” functionalities or flaws that do not
impair the use of the Service.

4
Low

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

5.3

6.
1.1
1.2

1.3
1.4

Appendix 2:
Data Processing Agreement for the Connectivity Terms andConditions (Art. 28 GDPR)

Response Time

1.
1.1

1.2

<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 myKM.ON, 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 paragraph 5.2. KMHK will
­inform the Customer about the elimination of the Fault.
Faults are processed during the Service Provision Time of theRemote Services.
Maintenance WorkKMHK may interrupt the provision of the Service for Main­
tenance Work.
KMHK shall schedule Maintenance Work in such a way that
the Customer’s use of the Service is affected as little as­possible.
KMHK shall notify the Customer of planned MaintenanceWork in myKM.ON 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 and require
immediate implementation. KMHK shall notify the Customerof such unscheduled Maintenance Work without delay andcarry it out in such a way that disruptions to the operatingprocess are kept to a minimum.

1.3

2.
2.1

2.2

2.3

2.4

page 14 / 19

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 myKM.ON
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 (“Personal Customer Data”).
This Appendix 2 (“Commissioned Data Processing”) setsout, as an agreement on commissioned processing pursuant
to Art. 28 GDPR between the Parties, the data protection­obligations of the Customer (as the controller within themeaning of Art. 4(7) GDPR) and KMHK (as a processor within
the meaning of Art. 4(8) GDPR) resulting from the processingof Personal Customer Data in the context of the contractual
provision and use of the Solutions and myKM.ON (“Data Processing”). As the controller, the Customer is solely responsible
for the lawfulness of the 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, theprovision contained in the main body shall prevail. If there arecontradictions or ambiguities between provisions of this Commissioned Data Processing and provisions of the Main Contract, the provisions of this Commissioned Data Processing
shall take precedence as far as data protection matters areconcerned. If there is any inconsistency or ambiguity between
any provision of the concluded EU Standard Contractual­Paragraphs and any provision of this Commissioned Data
­Processing (including appendices), the provision of the EU
Standard Contractual Paragraphs 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 myKM.ON by
KMHK for the Customer and its users in accordance with theprovisions 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 myKM.ON in accordance with the provisions of theMain Contract by KMHK as well as the enabling of the contractual use of the Solutions and myKM.ON by the Customer
and its users. The details are specified in the Main 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 nameand 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 myKM.ON).

2.5

3.
3.1

3.2

3.3

4.
4.1

4.2

5.
5.1

(b) Categories of data subjects are employees and workers of
the Customer.
The Solutions and myKM.ON is a global software solution.
Against this background, Data Processing occurs both (a) within the European Union (“EU”) or the contracting states to theAgreement 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 provisions ofArt. 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 byentering into EU standard contractual paragraphs (Art. 46(2)(c)and (d) in conjunction with Art. 47 GDPR). If EU ­standard­contractual paragraphs are entered into, KMHK shall provide
the Customer with a copy of those paragraphs 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 on the protection of Personal 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 the Customer, 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). KMHK may not disclose, port, rectify, erase or
restrict the processing of Personal Customer Data on its own
authority, but only after receiving documented instructions
from the Customer. If a data subject contacts KMHK directly,
KMHK shall forward that request to the Customer without
undue delay. KMHK may demand appropriate remuneration
for the support of the Customer in the case of enquiries fromdata subjects.
Insofar as this is possible within the scope of the functionalitiesof the Solutions and myKM.ON, the Customer itself shall­correct, erase or restrict Personal Customer Data.

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
page 15 / 19

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 myKM.ON in accordance with these Connectivity-Termsand-Conditions, unless they are legally obliged to process it
differently.
To maintain confidentiality in accordance with Art. 28(3)(2)(b),29, and 32(4) GDPR, 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 informedthat the confidentiality obligation pursuant to this paragraph
5.2 shall survive the termination of their employment. A­statutory duty of 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,
mailto: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 a third
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
the technical and organisational measures (cf . Annex 1) toensure 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. paragraph 7).
Sub-processing relationships
For the purposes of this paragraph 6, subcontracting relationships shall be understood to mean those services which­relate directly to the provision of the Solutions and myKM.ON.
This does not include any ancillary services that KMHK
makes use of (such as telecommunications, transport, or
cleaning or security services). However, KMHK shall make­appropriate and legally compliant contractual agreements
and take control measures to guarantee the data protection

6.2
6.3

(a)

(b)

6.4
6.5

7.
7.1

7.2

and the data security of the Personal Customer Data, includingin the case of 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 Connectivity-Terms-andConditions:
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.
KMHK enters into agreements with the sub-processors in­accordance with Art. 28 GDPR, which contain data protection
provisions that are comparable in principle to the Commissioned Data Processing applicable between the Parties. In
particular, KMHK shall ensure that sufficient guarantees exist
for implementing technical and organisational measures. The
sub-processor further grants the Customer audit and control
rights essentially comparable to paragraph 7, including theright of the Customer, on written request, to receive information from KMHK on the content and implementation of relevant data protection obligations within the scope of the
sub-processing relationship (if applicable, by inspecting therelated documentation).
If the sub-processor provides the agreed service outside theEU or the EEA, paragraph 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 and­organisational measures. The Parties have the common understanding that checks of the Customer and the provision of
information 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 paragraphs 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 competitive relationship with KMHK or the KARL MAYER Group).

7.3

8.
8.1

8.2

9.
9.1

9.2
9.3

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 legal obligations, in particular pursuant toArt. 33 and 34 GDPR. KMHK shall document the relevant information and make it available 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 myKM.ON(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, or­earlier on the Customer’s request – but at the latest on ter­mination of the Main Contract – KMHK shall return to theCustomer all documents, created processing and utilisation
results, and data files that are connected with this Commissioned Data Processing, or destroy them in accordance withdata protection law after obtaining consent. The same applies
to test and waste material. The record of the erasure shall be
submitted to the Customer upon request.

page 16 / 19

Appendix 2 Annex 1
Technical and organisational measures• 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.

A. General
1.
1.1

1.2

1.3

1.4

Confidentiality (Art. 32(1)(b) GDPR)
Physical access control
Measures that prevent unauthorised persons from accessing
Data Processing systems with which Personal Data are­processed 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 are­subject 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 aspectsof 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 authorisation­during 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.

2.
2.1

2.2
2.3

2.4

3.
3.1

3.2

Integrity (Art. 32(1)(b) GDPR)
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 for­different purposes can be processed separately.
• Separation of data by network separation (VLAN).
• Personal Data of the respective Clients are logically­separated 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 completionof the order in compliance with data protection regulations.
Availability and resilience (Art. 32(1)(b) GDPR)
Availability Control• Patch management for servers and End Devices.
• Uninterruptible power supply (UPS)• Fire alarm system.
• Virus protection.
• Firewall.
• Backup and restore strategy.
Timely manner restorability (Art. 32(1)(c) GDPR)• Service agreements with contracted service providers.

4.	Procedures for periodic test, assessment and evaluation(Art. 32(1)(d), Art. 25(1) GDPR)• Data protection management system• Incident response management.
• Data protection by default (Art. 25(2) GDPR).
• 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.

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

1.1

1.2

2.

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 from­accidental or unlawful loss, access or disclosure, (b) identify
reasonably foreseeable and internal risks to security and­unauthorised access to the AWS Network, and (c) mitigate­security 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 requires­either electronic access control (such as card access­systems, 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 andcontractors who have a legitimate business need for suchaccess rights. If an employee or contractor no longer needs
the access rights assigned to him or her, the access rights
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, interior­motion detectors or other devices designed to detect­individuals attempting to gain access to the Facilities. All
physical access to the Facilities by staff and contractors islogged and regularly checked.
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Ongoing assessment
AWS conducts regular reviews of the security of its AWS network and the adequacy of its information security programme, as measured against industry security standards
and its ­policies and procedures. AWS shall continuously assess the security of its AWS network and related AWS services to ­determine whether additional or different security
measures are needed to respond to new security risks or findings from periodic reviews.

Appendix 2 Annex 2
Authorised sub-processors
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
myKM.ON and the Solutions

Germany (EU)KM.ON GmbH,
Walther-von-Cronberg-Platz 2,
D-60594 Frankfurt/Main

Provision, operation, support and main­
tenance of the Solutions and myKM.ON

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

Provision, operation, support and main­
tenance of the Solutions and myKM.ON

Hong Kong
EU standard contractual clauses

KARL MAYER (HK) 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 myKM.ON
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 myKM.ON

USA
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 Bagladesh Ltd.,House 30, Road 10, Block-K1212, Baridhara, Dhaka,Bangladesh

Support activities related to Networked
Machines

Bangladesh
EU standard contractual clauses

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