NIPPON MAYER LTD.

CONNECTIVITYTERMS AND CONDITIONS
1st November 2023

Scope and update of version
The following terms and conditions including their appendices andannexes (“Connectivity-Terms-and-Conditions”) of NIPPON MAYER
LTD., 27-33 Kamikitano1-Chome, 918-8522 Fukui-City, Japan(hereinafter referred to as “NIPPON MAYER”) stipulate rights andobligations in connection with textile machines (“Machines”), which(i) NIPPON MAYER has provided to the “Customer” for use andwhich (ii) by means of a gateway (“k.ey device”) can communicate
with the Customer and with companies of the KARL MAYER groupof companies via the Internet. The Customer and NIPPON MAYER
are hereinafter individually also referred to as “Party” and jointly
also as “Parties”. If other contractual agreements already exist
between NIPPON MAYER and the Customer, the content of which is(partly) similar to these Connectivity-Terms-and-Conditions, these
agreements shall be replaced by these Connectivity-Terms-andConditions. Earlier versions of these Connectivity-Terms-andConditions existing between the Parties are superseded by these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
List of definitions. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 3Preamble .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4A.	 General regulations; Solutions; Use of myKM.ON .  .  .  .  .  .  .  .  .  . 41. 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.  .  .  .  .  .  .  .  .  .  .  .  .  . 68. Subject of these Connectivity-Terms-and-Conditions. . . . . . . . . . 6
9.	Hardware-related obligations and rights of NIPPON MAYER
within the scope of the transfer of the k.ey device . . . . . . . . . . . . . 6
10.	Software-related obligations and rights of NIPPON MAYER
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. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12.	No warranty extension through surrender of the k.ey device;
Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
C.	 Connectivity Packages .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 713. Object of the Connectivity Packages. . . . . . . . . . . . . . . . . . . . . . . . . . 7
14. Customer obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
15. Obligations of NIPPON MAYER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 8Appendix 1: Content and scope of the Connectivity Packages .  .  . 91. 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). .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 14
1. Definitions, starting point and ranking . . . . . . . . . . . . . . . . . . . . . . . 14
2. Object, duration, and specification of the Data Processing. . . . . 14
3. Technical and organisational measures. . . . . . . . . . . . . . . . . . . . . . 15
4. Rights of data subjects. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5. Quality assurance and other obligations of NIPPON MAYER. . . 15
6. Sub-processing relationships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7. Control rights of the Customer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8. Reports of infringements on the part of NIPPON MAYER. . . . . . 16
9. Authority of the Customer to issue instructions . . . . . . . . . . . . . . 16
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). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3. Availability and resilience (Art. 32(1)(b) GDPR) . . . . . . . . . . . . . . . 17
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
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:“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 NIPPON MAYER by the Customer inconnection with these Connectivity-Terms-and-Conditions including through NIPPON MAYERs’ access tomachines / other systems of the Customer.
2. entered by the Customer into files, spreadsheets,
programs, systems or other storage media that are
products of NIPPON MAYER.
3. entered into the machine by the Customer or loaded
onto his systems.

“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.

“Solutions”

As defined in the preamble (B).

“Confidential Information”

As defined in paragraph 2.1.

“SLA”

“Cardinal Duty”

As defined in paragraph 5.2.

Service Level Agreement – Dashboard and Remote
Services.

“Facilities”

As defined in Appendix 2 Annex 1.

“Statistics Function”

As defined in Appendix 1 Annex A paragraph 2.5.

“KARL MAYER Group”

All companies including KM.ON which are affiliatedenterprises of NIPPON MAYER according to § 15 ff.
AktG [German Stock Corporation Act] and, in addition,
any other person, company, joint venture or other legal
entity that is directly or indirectly controlled, throughone or more intermediaries, 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 andpolicies of an enterprise, or cause them to be directed,
whether by virtue of ownership of the shares or voting
rights, by contract or otherwise.

"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.

“k.ey device”

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

As defined in paragraph 6.2.

“Machine”

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

As defined in Appendix 1 Annex C paragraph 3.1.

“myKM.ON”

As defined in the preamble (D).

“Networked Machine”

As defined in Appendix 1 Annex A.

“Personal Customer Data”

As defined in paragraph 3.6 and Appendix 2.

As defined in “Scope and service” page 1.

“Platform”

As defined in the preamble (B).

“Connectivity-Termsand-Conditions”

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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 NIPPON MAYER inorder to adapt to increased performance requirements on thepart of the KARL MAYER Group.
On the software side, NIPPON MAYER will in future provide
the Customer with various cloud-based communication andsupport options (“Solutions”) via a platform (the “Platform”,
also called “myKM.ON”) as part of package offers (“Connectivity Packages”).
Services which NIPPON MAYER undertakes to provide under
the contractual relationship based on these ConnectivityTerms-and-Conditions are partly provided by other companiesof the KARL MAYER Group, in particular by KM.ON GmbH.
The Parties are aware that in the dynamically developing fieldof “Industry 4.0”, adaptation requirements with regard to these
Connectivity-Terms-and-Conditions may arise at any time.

2.5

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

Solutions; myKM.ON
The Customer can obtain services of NIPPON MAYER via
myKM.ON. For the purchase of goods and services from othercompanies of the KARL MAYER Group as well as via myKM.ON,
the separate respective provisions apply. The Customer canview the respective status of the Solutions booked with theConnectivity Packages on myKM.ON.

2.	Confidentiality
2.1 In the course of the contractual relationship between the
Customer and NIPPON MAYER, information requiring secrecy
will be disclosed and exchanged (the “Confidential Information”). That Confidential Information comprises(a) all information of an economic, commercial, technicalor other 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 NIPPON MAYER expressly designates asconfidential, with the exception of information that falls underparagraph 2.5.
2.2 The Parties shall not disclose the Confidential Information or
make it accessible to third parties. Copies may be made only
for proprietary use; all Confidential Information must be
stored in such a way that third parties cannot gain knowledgeof it.
2.3 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.
2.4 The confidentiality obligations assumed under paragraphs 2.2
and 2.3 shall apply – without prejudice to the provision in par-

2.6

3.	
3.1

3.2

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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 these Connectivity-Terms-and-Conditions.
The confidentiality obligations do not apply to knowledge orinformation(a) that was already obvious or generally known at the time of
their communication to the Customer or to NIPPON MAYER;(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 NIPPON MAYER
or the Customer by a third party authorised to do so;(e) to whose transfer, disclosure or provision to third parties­NIPPON MAYER or the Customer has previously consented inwriting.
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 to Appendix 1 and after its termination, the Customer and NIPPON
MAYER shall not reverse engineer, analyse and/or reconstruct
Confidential Information that has been transferred to them(ban on reverse engineering). The rights of the customer­under § 69(d)(2) and (3) and § 69(e) UrhG [German CopyrightAct] shall remain unaffected.
Rights to data; Processing of data; Protection of secrets
NIPPON MAYER shall be entitled to exploit Status data as
well as the Processing Results. NIPPON MAYER will not use
Excluded Data. If, in an exceptional case, NIPPON MAYER exploits Excluded Data, NIPPON MAYER shall immediately andirretrievably destroy the Excluded Data and shall not use theexploited 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 NIPPON MAYER accordingly.
­NIPPON MAYER shall, in accordance with this paragraph 3.1,
use its reasonable discretion to determine whether the­Customer’s view is correct and then act accordingly to these
Connectivity-Terms-and-Conditions.
The Customer grants NIPPON MAYER and all companies of
the KARL MAYER Group the worldwide, exclusive, irrevocableright, unlimited in time, space and content, and sub-licensable,
to use the Production data. This includes in particular theright to access, process and store the anonymised Production
data irrespective of where it is stored and beyond any end of
the Connectivity Package in accordance with Appendix 1. In
particular, the Customer agrees that NIPPON MAYER and allcompanies of 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

3.3

3.4

3.5

3.6

(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 theCommercial Register of the Local Court of Frankfurt am Main
under HRB 110267. Connectivity-Terms-and-ConditionsConnectivity-Terms-and-Conditions
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
NIPPON MAYER. The Customer shall not transfer the data to
any third party for independent use – in particular not to any
competitor of NIPPON MAYER. Excluded from this are third
parties who offer database and data management and analysis solutions, are not in competition with NIPPON MAYER andwhose services are used by the Customer as part of its­ordinary data management. The Customer may not extract
and/or reuse content from myKM.ON and Solutions without­NIPPON MAYERs’ 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 NIPPON MAYER uses cloud services for the fulfilment of these Connectivity-Terms-and-Conditions, it shallmake sure, as far as reasonable, that the respective cloudservices ensure they use servers which are protected according to the state of the art. NIPPON MAYER may rely on statements regarding the safety and performance of the respective
service providers and is not required to perform its own­technical inspection. Applicable data protection law remains
unaffected by these Connectivity-Terms-and-Conditions.
NIPPON MAYER and the Customer acknowledge that, to thebest of their knowledge, the Delivery Data transmitted within
the scope of these Connectivity-Terms-and-Conditions (via
myKM.ON or the k.ey device, for example) do not contain any
personal data. Insofar as NIPPON MAYER collects the­Customer’s personal data in the sense of Art. 4(1) GDPR(“Personal Customer 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) in accordance with the provisions set forth in more detail in Appendix 2 Annex 1. With regard to Personal Customer
Data, the Customer remains master of the data in the senseof data protection law. The Customer is responsible for the
lawfulness of the processing of the Personal Customer Datain accordance 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 NIPPON MAYER on the basis of statutory
provisions in compliance with NIPPON MAYER’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.
NIPPON MAYER is liable only for intent and gross negligenceas well as for the breach of a material obligation, the compliance with which is essential for the implementation of these
Connectivity-Terms-and-Conditions and on the compliancewith which the Customer may rely (“Cardinal Duty”).
NIPPON MAYER is not liable for subcontractors, as they do
not act as vicarious agents.
If a Cardinal Duty is breached through ordinary negligence,
the liability of NIPPON MAYER is limited to damage that wasforeseeable when the contract based on these ConnectivityTerms-and-Conditions was entered into and is typical of thistype of contract.
NIPPON MAYER is not liable for breaches through ordinary negligence of a secondary obligation that is not a Cardinal Duty.
NIPPON MAYER is liable for initial impossibility only if it knew
(or if not for gross negligence, should have known) of the­impediment to performance, or if the initial impossibility­signifies a breach of a Cardinal Duty.
NIPPON MAYER is liable for defects that exist when the­contract based on 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) NIPPON MAYER
is responsible for the existence of the defect.
Insofar as the liability of NIPPON MAYER is excluded or limited,
the liability 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 NIPPON MAYER’s liability is limited pursuant to this paragraph 5 shall become time-barred after one(1) year calculated from the statutory commencement of thelimitation period.

5.2

5.3
5.4

5.5
5.6

5.7

5.8

5.9

6.	
6.1

6.2

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Service provision by the KARL MAYER Group; Transfer
In order to provide the Customer with the benefits of a single
point of contact, NIPPON MAYER is the Customer’s contact
partner with respect to the services to be rendered undercontractual relationship based on these Connectivity-Termsand-Conditions. Particularly regarding the provision of individual software components contained on the k.ey device and­regarding the services included in the Connectivity Packages,
however, NIPPON MAYER cannot take action itself. Due to thestructure and organisation of the KARL MAYER Group, individual companies of the KARL MAYER Group and/or suppliersof the KARL MAYER Group take action. The Customer therefore consents to the direct provision of services by companiesof the KARL MAYER Group and by suppliers of the KARL
MAYER Group. To the extent that German service law applies,
the parties waive § 613 of the German Civil Code (BGB), which
provides for the personal provision of services.
NIPPON MAYER may transfer the rights and obligations arisingfrom the contractual relationships based on these Connectivity-Terms-and-Conditions to third parties (“Transfer”). The
Customer may object to a Transfer if there are serious reasons opposing it. One serious reason is if the interests of the
Customer are endangered by the Transfer to such an extent
that it becomes unreasonable for the Customer to adhere tothe aforementioned contractual relationship. The provisionsof § 313 BGB shall apply mutatis mutandis to determine
whether adherence to the Connectivity-Terms-and-Conditions
becomes unreasonable. A Transfer of NIPPON MAYER to acompany 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 German law
excluding the United Nations Convention on Contracts for theInternational Sale of Goods (CISG) and the conflict of laws rules.
7.2 The registered office of NIPPON MAYER as shown in the commercial register is the exclusive place of performance for all
delivery and payment obligations.
7.3 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 finally settled in accordance with the Arbitration Rules of the German
Institution of Arbitration (Deutsche Institution für Schieds­
gerichtsbarkeit e.V.) (DIS) under exclusion of the ordinary­legal process. The arbitral tribunal shall consist of one (1)sole arbitrator for amounts in dispute up to and including EUR
400,000.00 and three (3) arbitrators for greater amounts indispute. The place of arbitration is the registered office of
NIPPON MAYERL as shown in the commercial register. The
language of the proceedings shall be German. The applicablelaw in the matter shall be the law of the Federal Republic of
Germany to the exclusion of private international law and­other conflict of law provisions.
7.4 NIPPON MAYER may also bring actions at the registered office of the Customer or before any other court or panel having
jurisdiction by law.
7.5 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.
7.6 Terms and definitions in the singular include the corresponding definitions and terms in the plural and vice versa.
7.7 Individual agreements made in individual cases between the
Customer and NIPPON MAYER (including ancillary agreements to these Connectivity-Terms-and-Conditions) takeprecedence over these Connectivity-Terms-and-Conditions.
For the content of such agreements, a written agreement or
the written confirmation of NIPPON MAYER is decisive – subject to proof to the contrary. All legally relevant declarations
and notifications by the Customer in connection with these
Connectivity-Terms-and-Conditions (e.g. setting of deadlines,
notifications of defects, withdrawal, termination or reduction)must be made using the written form, i.e. in writing or text
form (e.g. letter, e-mail, fax), unless another form is agreed inthese Connectivity-Terms-and-Conditions, for example withregard to declarations 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 NIPPON MAYER
and the obligations 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 NIPPON
MAYER within the scope of the transfer of the k.ey device
9.1 NIPPON MAYER shall transfer the required number of k.ey
devices to the Customer, who will not be required to pay a fee
for this. NIPPON MAYER shall provide the software belonging
to the k.ey device on a loan basis in accordance with theclause 10.
9.2 NIPPON MAYER 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 NIPPON MAYER may exchange k.ey devices for newer versions or another comparable product during the term of Connectivity Package according to Appendix 1. NIPPON MAYER
will announce an exchange with reasonable notice (one (1)week). The Customer shall grant NIPPON MAYER access tothe affected machines and k.ey devices during the Customer’s
normal business hours with reasonable notice.
10.	Software-related obligations and rights of NIPPON MAYER
within the scope of the transfer of the k.ey device
10.1 NIPPON MAYER shall provide the Customer with the software
belonging to the k.ey device on loan on the k.ey device for theterm of the Connectivity Packages according to Appendix 1.
10.2 NIPPON MAYER shall grant the Customer the non-exclusive,
non-transferable and non-sublicensable right, limited in timeto the 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 NIPPON MAYER is entitled to make changes and adjustments
to the software as well as to replace individual (software)components both by means of remote maintenance accessand by replacing the k.ey device, in particular,(a) insofar as NIPPON MAYER and/or a company of the KARL
MAYER Group is obliged to do so on the basis of its own­licence 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.

page 6 / 19

11.2 The Customer shall handle and operate the k.ey devices­provided in accordance with paragraph 9.1 carefully and inaccordance with the instructions of NIPPON MAYER, with theCustomer’s normal diligence, but at least with the diligenceof 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
NIPPON MAYER for inspecting a k.ey device (and the costs fora 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) forthe machine(s), the scope of delivery of which also included
the previous gateway, which is replaced by the k.ey device,and shall also not establish any new warranty claims for themachine. The foregoing shall apply mutatis mutandis to contracts of sale of the individual gateway which have not included delivery of machinery.
12.2 Notwithstanding paragraph 5, the following liability and­warranty provisions shall apply to the transfer of k.ey devices:(a) NIPPON MAYER is responsible only for intent and grossnegligence.
(b) NIPPON MAYER is not required to pay interest on arrears.
(c) NIPPON MAYER is liable only for material defects and defects of title that NIPPON MAYER has fraudulently concealed
from the Customer.
(d) Warranty claims with regard to the k.ey device shall­become time-barred one year after the date of commissioningof the k.ey device, but not later than the expiry of the eighteenth (18th) month after delivery of the k.ey device to theCustomer’s place of business.
C.
Connectivity Packages
13.	 Object of the Connectivity Packages
13.1 The object of the Connectivity Packages is 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 Connectivity-Terms-and-Conditions. For the installation and maintenanceof the k.ey devices, the Customer shall grant NIPPON MAYER

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, NIPPON MAYER will not be required to meet its
performance obligations affected by this until the Customer
has duly fulfilled its obligations to cooperate, provided thatthe fulfilment of the obligations to cooperate is significant forthe services owed by NIPPON MAYER. If NIPPON MAYER­incurs additional expenses due to a breach of the Customer’s
duty to cooperate, the User must reimburse these expenses.
15.	 Obligations of NIPPON MAYER
15.1 NIPPON MAYER shall provide and maintain the Connectivity
Packages described in Appendix 1 with the content andscope defined therein and to maintain it in case of or to­prevent malfunctions.
16.	 Default in payment; Setoff; Right of retention
16.1 During the default of payment of the Customer, NIPPON­MAYER is entitled to claim the statutory default interest in
the amount of currently nine (9) percentage points above therespective base interest rate as well as the statutory default
lump sum in the amount of currently EUR 40.00. NIPPON
MAYER reserves the right 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 NIPPON MAYER must confirm delivery and provision deadlines in writing in order for them to be binding. Delivery andprovision periods shall commence on the date of the orderconfirmation, but not before complete clarification of all details of the order and not before timely fulfilment of the contractual obligations of the Customer, in particular with regard
to the hardware and network environment to be provided by
the Customer.
17.2 If NIPPON MAYER is in default with the delivery or provision,
the Customer must grant NIPPON MAYER a reasonable periodof grace, which may not be less than two (2) weeks. Only after
this grace period expires to no avail is the Customer entitled
to withdraw from or terminate the Connectivity Packages­according to Appendix 1.
17.3 Force majeure (including without limitation strikes, pandemics,
and epidemics) that prevents NIPPON MAYER from deliveringor providing through no fault of its own will result in an extension of the relevant delivery or provision period for as long as
this circumstance persists. If a delivery becomes unreasonable
due to these circumstances, NIPPON MAYER may terminate
the Connectivity Packages according to Appendix 1.
17.4 If NIPPON MAYER does not receive its own deliveries or does
not receive them on time, it will not be deemed in default unless the situation is its own fault. If it is certain that NIPPON
MAYER has not been supplied with the solutions it has ordered or with the supplier products and services required forthe production or provision of the Solutions, despite the conclusion of a congruent covering transaction, for reasons forwhich it is not responsible, NIPPON MAYER may terminate

page 7 / 19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 for in
the individual case – test them. The k.ey devices and the
Solutions shall be deemed to have been approved by the­Customer if the Customer has not notified NIPPON MAYER ofa defect (i) in the case of obvious defects without undue delay,
but at the latest within seven (7) calendar days after delivery
or provision of the Solution to the Customer or (ii) in the caseof hidden defects also without undue delay, but at the latest
within ten (10) calendar days after discovery of the defect.
18.3 If these Connectivity-Terms-and-Conditions oblige NIPPON
MAYER to provide or transfer a service or a god temporarily,
and a defect arises during the term of the contract on theConnectivity Package according to Appendix 1, the Customer
shall notify NIPPON MAYER of the defect within seven (7)­calendar days after it arises.
18.4 The Customer must describe defects in detail so that NIPPON
MAYER is able to identify and remedy the defect.
18.5 With these Connectivity-Terms-and-Conditions, the Customer
and NIPPON MAYER are driving forward the digitalisation of
the industry. The Customer will notify NIPPON MAYER of adefect exclusively by using the Remote Service Connection.
For this purpose, the Customer shall comply with the process
set out in Appendix 1 for making warranty claims and for othermaintenance requests. The Customer shall use this process
for all defects and regarding all support or maintenance requests with regard to the Solutions, the k.ey devices and the
Networked Machines.
18.6 If there is actually a defect and the Customer gives notice of
this defect in due form and time in accordance with paragraphs 18.2 to 18.5, NIPPON MAYER is initially obliged, at its
own discretion, to rectify the defect or to deliver or provide a
defect-free Solution (subsequent performance).
18.7 If NIPPON MAYER takes action on the basis of a notice of­defect without a defect having existed, the Customer shallcompensate NIPPON MAYER separately for the expenditure
incurred.
18.8 The Customer is entitled to claims for damages due to­defects only insofar as the liability of NIPPON MAYER is not
excluded or limited in accordance with paragraphs 18.1 to
18.7.
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 Lite and­Remote 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 Software-as-a-Service Solution are set out in Annex A to this Appendix
1. Service Level Specifications relating to the Dashboard are set out
in Annex 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)
JPY 2,332 /MC per month
JPY 27,984/MC per year
SERVICE PACKAGE-Connectivity 2.0-EL,EN,JQ for electronic
machines (EL, EN drive) or machine with Jacquard
JPY 6,201/MC per month
JPY 74,412/MC per year

2.	
2.1

SERVICE PACKAGE-Connectivity 2.0-ON for electronic
machines (ON drive)
JPY 9,275/MC per month
JPY 111,300/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.
Termination for good cause remains unaffected fromprovisions herein.
Invoicing

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

Payment

Bank name: Mizuho Bank, Fukui Branch (みずほ銀行／福井支
店)
Address: 3-5-1, Ohte, Fukui City, 910-0005 (福井市大手3-5-1)
SWIFT CODE: MHCBJPJT
Account type: Checking account (当座預金)
Account number: 0102800
Account holder: NIPPON MAYER Ltd. (ニッポンマイヤー（カ)Payments in the final year by cash in advance, in the further
Accounting Years annually after invoicing and due datestipulated there by NIPPON MAYER at the beginning of the
Accounting Year; the timely receipt of payment into theaccount of NIPPON MAYER is decisive.

Price adjustments

NIPPON MAYER 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 shallbe deemed to have been approved by the Customer. NIPPON
MAYER will point out this approval by default in the priceadjustment 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, NIPPON MAYER will settle this byinvoice.
The right of NIPPON MAYER to terminate the contract due tochanges remains unaffected.

Components of theConnectivity Packages

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

2.2

2.3

3.	
3.1

3.2

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

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
­NIPPON MAYER 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 has­entered into a Connectivity Packages.
• Step 2: The Customer generates a ticket at NIPPON MAYER
and confirms the permission of the companies of the KARL
MAYER Group for remote access with regard to the Networked 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 NIPPON
MAYER. The Customer grants access to its Networked­Machines to each company of the KARL MAYER Group and,to the extent necessary, to its suppliers, if any. This accessauthorisation is a 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 NIPPON MAYER,
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 beconcluded (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
NIPPON MAYER provides remote support for networking the
Networkable Machines for which the Connectivity Packages
exists. NIPPON MAYER will instruct the Customer remotely
on how the Customer can establish a connection of the k.ey
device with the machines to be networked and myKM.ON.
­Included in Remote Set-Up and Installation Support for Connectivity is support by phone, email or chat (Microsoft Teams)
from service representatives. NIPPON MAYER 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,­NIPPON MAYER and the Customer will arrange an appointment. NIPPON MAYER shall respond to the Customer’s­appointment request within one (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
page of the dashboard, all Networkable Machines that thecustomer 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 KAMCOS­system;• Machine status (running, stopped, or offline);• Remaining time until the source material is completely­processed;• Remaining time until completion of the piece currently in
production;• Number of stops during the production of the current piece;• Percentage information on the running time of the respective Machine in production operation in the last 24 hours(rolling: e.g. 11.01. 15:00 until 12.01. 14:59).
Filter function
Using the filter function “Machine status (running, stopped, or
offline)”, the Networked Machines can be filtered accordingly
on the Overview Page. It is also possible to filter individual
Networked Machines on the Overview Page by entering themachine name or the serial number of the respective Net­
worked Machines.
Sorting functions
The Customer can sort all Networked Machines on the­Overview Page by “Machine name A–Z”, “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 specific Networked Machine can be called up as live data:

2.5• • Information on the Networked Machine itself (machine
type, serial number, total operating hours and version of the
KAMCOS system);• 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 therespective 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 NIPPON MAYER
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
KAMCOS 2 CONNECT machines. Additionally download of.kmo files for supported KAMCOS 1 machines is possible
upon request.
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”

2.3

2.4

2.5

2.6

2.7

or “Length”, the available patterns can be filtered accordingly
on the Overview Page.
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–S equential creation and editing of these values is available
for supported machine types– Importing Takeup and RunIn values from a specific m­ achine– 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.

2.8

2.9

Display of threads can be turned off and on for each bar individually. Double clicking on a needle will align all bars to thisposition. 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, and necessary
system environment
1.	

k.ey device
myKM.ON requires a properly connected and functioning k.ey
device in order to interact with Networkable Machines.
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 Connectivity-Terms-andConditions.
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 thescope of 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
NIPPON 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;

page 11 / 19		•	Access to the Machine network via LAN 1 (withnetwork separation) or LAN 3 (without network
separation);		 •	Unrestricted internet access of the k.ey device
with a bandwidth of at least 10 Mbit/s.
		•	Network cable:			 • LAN cable from machines to switch;			 • LAN cable between switch and k.ey device;			 • LAN cable from the k.ey device to the internet
router.
		 • Other hardware:			 • If necessary, LAN adapter (for KAMCOS 1­machines, for example).
(B) Networking via WLAN connection		 •	Access to the internet via LAN 1 (WITH network
separation) or LAN 3 (WITHOUT network separation) in the k.ey device.
		 •	Unrestricted internet access of the k.ey device
with a bandwidth of at least 10 Mbit/s.
		•	Network cable:			 • LAN cable between WLAN antenna andswitch;			 • LAN cable between switch and k.ey device;			 • LAN cable from the k.ey device to the internet
router.
		 • Wifi equipment:			 • WLAN antenna/s (WLAN access point).
		 • Other hardware:			 • If necessary, WLAN antenna for KAMCOS 1 &KAMCOS 2 Machines (local on the Machine).
(c) Software
As delivered, the k.ey device is equipped with a Linux operating
system and pre-installed basic software to ensure 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 WLAN 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 in­advance by the Customer [adapter or WiFi antennas (perMachine potentially to be networked)]. In addition, the Customer may have to commission a KM service technician tocarry out any necessary software updates (when operatingwith a WiFi antenna), for which a charge will be made.
• In the case of warp knitting machines with an older­KAMCOS 1 operating system, clarify in advance with
­NIPPON MAYER whether and under what ConnectivityTerms-and-Conditions networking of the Machine is­possible.
• 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 NIPPON MAYER whether
and under what Connectivity-Terms-and-Conditions networking of the respective machines is possible.
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 NIPPON MAYER 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 NIPPON MAYER in this SLA apply only to
the Service provided to the Customer at the transfer point.
NIPPON MAYER is not responsible for the data transmission

page 12 / 19

1.4

from the transfer point to the Customer and/or in the area of
the Customer’s IT system.
In the event of any conflict between this SLA and the Connectivity-Terms-and-Conditions, the provisions of the Connectivity-Terms-and-Conditions shall prevail.

2.	Definitions
2.1 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.
2.2 “Downtime” means the total number of hours during which
the essential functions of the Service, as defined in the contract, are not available during the system term.
2.3 “Dashboard” as defined in Appendix 1 Annex A.
2.4 “Incident Management” refers to the processing of Faults.
2.5 “Response Time” is the time period in which NIPPON MAYER
starts to process a Fault reported by the Customer.
2.6 “Remote Services” as defined in Appendix 1, Annex 2.
2.7 “Service” is the umbrella term for the Dashboard and the­Remote Services, unless one of the two Services is explicitly
addressed in this SLA.
2.8 “Service Provision Time” As defined in paragraph 3.1 of thisAnnex.
2.9 “SLA” This Service Level Agreement
2.10 “Fault” means any impairment of the Service, such as Downtime, errors or quality degradation.
2.11 “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 NIPPON MAYER or thecompany providing the Remote Service.
2.12 “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 the essential functions of the Service by means of a work-aroundprovided by NIPPON MAYER at the Transfer Point.
2.13 “Maintenance Work” refers to all maintenance activities required to keep the Service running, troubleshoot the Service,back up data and/or activities required to improve, enhance orrenew functionality to ensure that the Service can be used inaccordance with the Connectivity-Terms-and-Conditions.
3.	Availability
3.1 NIPPON MAYER owes the agreed availability of the Service at
the Transfer 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”).
3.2 NIPPON MAYER is not obliged to make the Service available
for use by the Customer during planned Maintenance Work in
the Service Provision Time in accordance with paragraph 6 ofthis SLA. If the Service is available during scheduled Maintenance Work pursuant to paragraph 6, use of the Service shallbe at the Customer’s own risk. The Customer acknowledges
that the use of the Service may be limited in terms of functionality or performance during scheduled Maintenance Work
and/or that the Service may be shut down or restarted without further notice. If the Service is provided during scheduled
Maintenance Work and there is a reduction in the functionality

3.3

3.4

3.5

4.	
4.1

of 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.
When calculating the actual availabilities, Downtimes thatcannot be attributed to NIPPON MAYER are considered asavailable 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 NIPPON MAYER and which could
not be averted with reasonable effort and which could not be
foreseen even with careful application, which make the obligations of NIPPON MAYER under this SLA considerably moredifficult or impossible in whole or in part, such as epidemics,
pandemics, strikes, lockouts, extraordinary weather conditions, power failures, operational or traffic disruptions andtransport hindrances, and which release NIPPON MAYER
from its obligations under this SLA for the duration of such
event;(d) Downtimes due to virus or hacker attacks, insofar as­NIPPON MAYER has not taken the agreed protective measuresor, in the absence of an agreement, the usual protective­measures;(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 NIPPON MAYER).
The Customer must notify NIPPON MAYER of any impairmentof the availability 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 r­ eports
through tickets and emails via:connectivity-support@karlmayer.com

5.	
5.1

Incident Management
Incident Management includes all activities between the Customer and NIPPON MAYER in connection with the notificationand management of Faults until their resolution.

page 13 / 19

5.2

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

Fault Class

Description

1
CriticalA Fault is allocated to Fault class 1 if use <12h during the Serviceof the Service or essential parts thereof Provision Time of theis completely unavailable or severely­Remote Services­restricted (due to malfunctions, ­incorrect
work results or response times, for­example).

2
Essential

A Fault is allocated to Fault class 2 if use <12h during the Serviceof the Service or essential functionalities Provision Time of theis restricted (due to malfunctions,­Remote Services­incorrect work results or long response
times, for example).

3
Insignificant

A Fault is allocated to Fault class 3 if insignificant functionalities of the Service
are impaired, such as “nice to have”­functionalities or flaws that do not­impair the use of the Service.

<18h during the Service
Provision Time of the­Remote Services

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).

<24h during the Service
Provision Time of the­Remote Services

5.3

6.	
6.1
6.2

6.3

6.4

patches, which are necessary to secure and maintain operations and require immediate implementation. NIPPON MAYER
shall notify the Customer of such unscheduled MaintenanceWork without delay and carry it out in such a way that dis­
ruptions to the operating process are kept to a minimum.

Response Time(b) NIPPON MAYER shall prioritise and classify Faults at its
own discretion, taking into account the aforementioned definitions.
Incident Management Process(a) The Customer must inform NIPPON MAYER immediatelyof any Faults via myKM.ON, email, or ticket system (depending on which option NIPPON MAYER 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 NIPPON MAYER
with all the necessary information, the solution process
begins. NIPPON MAYER will then provide the Customer
with an initial response within the Response Times specified in paragraph 5.2. NIPPON MAYER will inform the Customer about the elimination of the Fault. Faults are processed during the Service Provision Time of the Remote
Services.
Maintenance WorkNIPPON MAYER may interrupt the provision of the Service for
Maintenance Work.
NIPPON MAYER shall schedule Maintenance Work in such a
way that the Customer’s use of the Service is affected as­little as possible.
NIPPON MAYER shall notify the Customer of planned Main­
tenance Work in myKM.ON at least five calendar days in­advance.
NIPPON MAYER may perform unscheduled maintenance of
the Service for an important reason (if the Service operationis endangered, for example). This includes without limitation
emergency changes, such as the installation of security

Appendix 2:
Data Processing Agreement for the Connectivity Terms andConditions (Art. 28 GDPR)
1.	
1.1

1.2

1.3

2.	
2.1

2.2

2.3

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 NIPPON MAYER (1-27-33,
Kamikitano, Fukui City, Japan, ZIP:918-8522) is also referred
to as 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 themeaning of Art. 4(1) GDPR (“Personal Customer Data”). This
Appendix 2 (“Commissioned Data Processing”) sets out, as
an agreement on commissioned processing pursuant to Art.
28 GDPR between the Parties, the data protection obligationsof the Customer (as the controller within the meaning of Art.
4(7) GDPR) and NIPPON MAYER (as a processor within themeaning of Art. 4(8) GDPR) resulting from the processing of
Personal Customer Data in the context of the contractual­provision 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 NIPPON MAYER 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
NIPPON MAYER for the Customer and its users in accordance with the provisions of the Main Contract. The details are
specified in the Main Contract.
The term of this Commissioned Data Processing corresponds
to the term of the Main Contract. This Commissioned Data
Processing ends with the termination of the Main Contract.
The scope, type, and purpose of the Data Processing is theprovision, operation, support and maintenance of the Solutions and myKM.ON in accordance with the provisions of theMain Contract by NIPPON MAYER as well as the enabling of
the contractual use of the Solutions and myKM.ON by the

2.4

2.5

3.	
3.1

3.2

3.3

4.	
4.1

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).
(b) Categories of data subjects are employees and workers of
the Customer.
2.5 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
the Agreement on the European Economic Area (“EEA”) and(b) outside the EU or the EEA. Data Processing outside the EU
or the EEA takes place only if the special protection provisionsof Art. 44 et seqq. GDPR are fulfilled in order to ensure an­adequate level of data protection. NIPPON MAYER sees anappropriate adequate level of data protection on the basis ofan adequacy decision of the European Commission (Art. 45
GDPR) and/or by entering into EU standard contractual paragraphs (Art. 46(2)(c) and (d) in conjunction with Art. 47
GDPR). If EU standard contractual paragraphs are enteredinto, NIPPON MAYER shall provide the Customer with a copyof 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
NIPPON MAYER takes all necessary technical and organisational measures in its area of responsibility in accordancewith 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 thebasis 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.
NIPPON MAYER 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
NIPPON MAYER supports the Customer within its area of­responsibility and as far as possible by means of suitable
technical and organisational measures in answering and­implementing requests from data subjects under data protection law (Art. 15 et seqq. GDPR). NIPPON MAYER 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 NIPPON MAYER directly, NIPPON MAYER shall­forward that request to the Customer without undue delay.

4.2

5.	
5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

page 15 / 19

NIPPON MAYER may demand appropriate remuneration forthe 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.
Quality assurance and other obligations of NIPPON MAYER
Furthermore, NIPPON MAYER has the following obligations:
NIPPON MAYER and anyone subordinate to them who has­legitimate access to Personal Customer Data shall process
those data exclusively in accordance with the provisions of
the Main Contract, this Commissioned Data Processing, andthe instructions of the Customer in order to provide the Solutions and myKM.ON in accordance with these ConnectivityTerms-and-Conditions, unless they are legally obliged to­process it differently.
To maintain confidentiality in accordance with Art. 28(3)(2)(b),29, and 32(4) GDPR, NIPPON MAYER uses only employees in
the performance of its activities who have been obligated toconfidentiality and have been familiarised with the data protection provisions relevant to them. NIPPON MAYER employees are informed that the confidentiality obligation pursuant
to this paragraph 5.2 shall survive the termination of theiremployment. A statutory duty of disclosure remains unaffected by this.
NIPPON MAYER supports the Customer, taking into accountthe nature of the Data Processing, to the necessary and­appropriate extent in ensuring compliance with the legal obligations, in particular in carrying out data protection impact
assessments and in any necessary prior consultations withthe competent supervisory authorities.
NIPPON MAYER’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.
NIPPON MAYER shall inform the Customer without undue­delay about measures and inspections by a supervisory­authority regarding the Data Processing. The same applies
in the event of investigations by a competent supervisory­authority in the context of administrative offence or criminal
proceedings.
To the extent the Customer is exposed to (a) the control of asupervisory authority, (b) an administrative offence or criminal proceedings, (c) the liability claim of a data subject or athird party or (d) another claim or a request for information inconnection with this Commissioned Data Processing, NIPPON
MAYER shall support the Customer to the necessary and­reasonable extent.
NIPPON MAYER regularly monitors its internal processes aswell as the technical and organisational measures (cf . Annex
1) to ensure that the Data Processing in its area of responsibility is carried out in accordance with the requirements of
the applicable data protection law and that the protection of
the rights of the data subjects is guaranteed.
NIPPON MAYER 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.
NIPPON MAYER shall provide the Customer in its area of­responsibility with all information necessary to prove compli-

ance with the applicable data protection laws and enable andsupport controls regarding the Data Processing within thescope of this Commissioned Data Processing (cf. paragraph
7).
6.	
6.1

6.2
6.3

6.4
6.5

7.	
7.1

Sub-processing relationships
For the purposes of this Section 6, subcontracting relationships shall be understood to mean those services which­relate directly to the provision of the Solutions and the Platform. This does not include any ancillary services that KARL
MAYER STOLL makes use of (such as telecommunications,transport, or cleaning or security services). However, KARL
MAYER STOLL shall make appropriate and legally compliant
contractual agreements and take control measures to­guarantee the data protection and the data security of the
Personal Customer Data, including in 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 conditions:(a) NIPPON MAYER notifies the Customer of the involvementof the sub-processor in advance in writing or text form withina reasonable period of time, which must be at least fourteen(14) days, and the Customer does not object to this within areasonable period, whereby the Customer may object only forgood cause. Insofar as the Customer objects for good cause
and the Parties cannot reach an amicable solution regarding
the sub-processor in question, the Customer shall be granted
a special right of termination.
(b) NIPPON MAYER enters into agreements with the sub-processors in accordance with Art. 28 GDPR, which contain dataprotection provisions that are comparable in principle to theCommissioned Data Processing applicable between the Parties. In particular, NIPPON MAYER shall ensure that sufficientguarantees exist for implementing technical and organisational measures. The sub-processor further grants the­Customer audit and control rights essentially comparable toparagraph 7, including the right of the Customer, on written
request, to receive information from NIPPON MAYER on thecontent and implementation of relevant data protection­obligations within the scope of the sub-processing relationship (if applicable, by inspecting the related documentation).
If the sub-processor provides the agreed service outside theEU or the EEA, paragraph 2.5 shall apply accordingly.
NIPPON MAYER remains responsible to the Customer for
the fulfilment of the obligations of the commissioned sub-­processor.
Control rights of the Customer
The Customer may verify compliance with (a) the applicabledata protection obligations as well as (b) this Commissioned
Data Processing, particularly regarding the technical and organisational measures. The Parties have the common understanding that checks of the Customer and the provision of­information and evidence by NIPPON MAYER for compliancewith the applicable data protection obligations and this Commissioned Data Processing will primarily be carried out insuch a way that NIPPON MAYER provides the Customer withcurrent test certificates, reports or report extracts from independent third parties (such as auditors, auditing departments,
data protection officers, IT security department, data protec-

7.2

7.3

8.	
8.1

8.2

9.	
9.1

9.2
9.3

page 16 / 19tion auditors or quality auditors) or suitable certifications by
IT security or data protection auditing. This will not affect theCustomer’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 NIPPON MAYER the Customer may perform or have others perform appropriate inspections of the relevant NIPPON
MAYER business premises 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 Data and must be performed without avoidable­disturbances at NIPPON MAYER’s premises. NIPPON MAYER
may object to the selection of the inspector for good cause(such as lack of reliability or a competitive relationship withNIPPON MAYER or the KARL MAYER Group). Except in thecase of urgent, objectively justified reasons, which are to be
documented accordingly by the Customer, inspections will be
carried out at the business premises of NIPPON MAYER after
reasonable advance notice of at least one (1) month, during
the normal business hours of NIPPON MAYER, and at mostevery twelve (12) months. NIPPON MAYER 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 NIPPON MAYER.
NIPPON MAYER shall provide the Customer with the relevant
and necessary information upon request and make the relevant evidence available.
Reports of infringements on the part of NIPPON MAYERNIPPON MAYER designs the data processing, its operational
procedures and the associated processes, systems and­installations in such a way that it can record, recognise andreport any Data Protection infringements.
NIPPON MAYER shall notify the Customer immediately if (a) asecurity breach results in the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of or accessto Personal Customer Data or (b) NIPPON MAYER, its employees or agents have breached any data protection regulationsor the obligations set out herein which relate to Personal­Customer Data.
NIPPON MAYER shall make its notification in such a waythat the Customer can fulfil its legal obligations, in particularpursuant to Art. 33 and 34 GDPR. NIPPON MAYER shall­document 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.
NIPPON MAYER shall inform the Customer immediately if it
believes an instruction violates applicable data protection
law. NIPPON MAYER is entitled to suspend the execution of
the relevant instruction until it is confirmed or amended by
the Customer.

10.	Erasure of Personal Customer Data and return of datacarriers
10.1 Copies or duplicates of Personal Customer Data must not bemade without the Customer’s knowledge. This does not apply
to backup copies, insofar as they are necessary to ensure
proper Data Processing, as well as data that are required tobe compliant with statutory retention obligations.
10.2 After completion of the contractually agreed activities, or earlier on the Customer’s request – but at the latest on termination of the Main Contract – NIPPON MAYER 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.

1.4

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

1.2

1.3

Confidentiality (Art. 32(1)(b) GDPR)
Physical access control
Measures that prevent unauthorised persons from accessing
Data Processing systems with which Personal Data are processed or used:• The access protection (building) to the Contractor’s systems
is secured by a locking system (key in connection withtrans­ponder). A distinction is made between outdoor areas(buildings) and indoor areas. The individual zones 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 aspects of complexity, handling, custody and record keeping.
• It is ensured that each employee of the Contractor has only
the rights they need for their activity (principle of minimal
rights).
• The principle of the tidy workplace applies.
Memory access control
Measures which ensure that those authorised to use a Data
Processing system can only access the data for which they
have access authorisation and that Personal Data cannot be

2.	
2.1

2.2
2.3

2.4

3.	
3.1

page 17 / 19

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.
• 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.
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 for different
purposes can be processed separately.
• Separation of data by network separation (VLAN).
• Personal Data of the respective Clients are logically separated from each other by assignment to the respective user
accounts.
Order control• Documentation of processing activities.
• Careful selection of sub-processors.
• No use of sub-processors who have not been obligated inaccordance with Art. 28 GDPR.
• Written agreement with the sub-processor on the minimum
data protection standard.
• Adequate monitoring of sub-processors.
• Ensuring the destruction or return of the data after completion of the order in compliance with data protection regulations.
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.

3.2

Timely manner restorability (Art. 32(1)(c) GDPR)• Service agreements with contracted service providers.

such access rights. If an employee or contractor no longer
needs the access rights assigned to him or her, the accessrights will be revoked immediately, even if the employee
or contractor continues to be an employee of AWS or its
affiliates.
(c) Physical safeguards
	All access points (with the exception of the main entrance
doors) are kept in a secured (locked) state. Access points
to the Facilities are monitored by CCTV cameras that record all persons entering the Facilities. AWS also maintains electronic intrusion detection systems designed todetect unauthorised access to the Facilities, including monitoring of weak points (such as main entrance doors,emergency exit doors, roof hatches, loading dock doors,etc.) with door contacts, glass break devices, interior motion detectors or other devices designed to detect individuals attempting to gain access to the Facilities. All physical access to the Facilities by staff and contractors islogged and regularly checked.

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.
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 requires ­either
electronic access control (such as card access ­systems,etc.) or validation by human security personnel (such as
contracted or internal security guards, reception staff, etc.).
Photo IDs shall be assigned to employees and contractors
and shall be kept while employees and contractors are in
the Facilities. Visitors must register with the relevant staff,
identify themselves, receive a visitor’s badge to wear whilein the Facilities, and be accompanied by authorised staff orcontractors at all times when visiting the Facilities.
(b)	Limited access for employees and contractors
AWS grants access to the Facilities to those employees
and contractors who have a legitimate business need forpage 18 / 19

Ongoing assessment
AWS conducts regular reviews of the security of its AWS­network and the adequacy of its information security programme, as measured against industry security standards
and its policies and procedures. AWS shall continuously assess
the security of its AWS network and related AWS services todetermine whether additional or different security measures
are needed to respond to new security risks or fi­ ndings fromperiodic 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. Germany (EU)ON and the Solutions

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

Provision, operation, support and maintenance 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 maintenance of the Solutions and myKM.ON

Hong Kong
EU standard contractual paragraphs

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 paragraphs

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 paragraphs

Amazon Web Services Inc.,
Hosting of the Solutions and myKM.ON
410 Terry Ave. North, Seattle, WA 98109-5210, USAUSA
EU standard contractual paragraphs
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 paragraphs

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

Support activities related to Networked
MachinesUSA
EU standard contractual paragraphs

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 paragraphs

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

Support activities related to Networked
MachinesIndia
EU standard contractual paragraphs

KARL MAYER STOLL Bangladesh Ltd.,House 30, Road 10, Block-K1212, Baridhara, Dhaka,Bangladesh

Support activities related to Networked
Machines

Bangladesh
EU standard contractual paragraphs

page 19 / 19