General Terms and Conditions

General Terms and Conditions it-securitycheck.xylem-technologies.com - May 2018

1. General Terms and Conditions / Scope

1.1 All legal transactions between the Principal and the Agent (it-securitycheck.xylem-technologies.com) shall be subject to these General Terms and Conditions exclusively. The version valid at the time the Contract is concluded shall be applicable.

1.2 These General Terms and Conditions shall also apply to any future contractual relationships even if these General Terms and Conditions are not expressly referred to in collateral contracts.

1.3 Any conflicting General Terms and Conditions on the part of the Principal shall be invalid unless they have been explicitly accepted in writing by the Agent (it-securitycheck.xylem-technologies.com).

1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts concluded pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a provision which best corresponds to the intention and economic purpose of the invalid provision.


2. Scope of Service

2.1 The scope of the service offered on it-securitycheck.xylem-technologies.com includes: (i) data entry masks for assessing the IT infrastructure and existing (technical and organizational) countermeasures of the Principal, (ii) calculation of the organization-wide and infrastructure-specific compliance level regarding the implementation of the IT security measures suggested by it-securitycheck.xylem-technologies.com, (iii) interactive selection of appropriate measure combinations to increase the compliance level of the Principal, and (iv) summary of the input data and the calculation results (risks and additional countermeasures) in the form of a PDF report.


3. Principal's Obligation to Provide Information / Declaration of Completeness

3.1 The Principal shall ensure that during the performance of the it-securitycheck.xylem-technologies.com service, organizational conditions in the Principal's place of business allow to proceed in a timely and undisturbed manner.


4. Reporting / Obligation to Report

4.1 The Agent (it-securitycheck.xylem-technologies.com) delivers the final report immediately after completion of the it-securitycheck.xylem-technologies.com process.

5. Protection of Intellectual Property

5.1 The Agent (it-securitycheck.xylem-technologies.com) shall retain all copyrights to any work done by the Agent and/or by persons working for the Agent and/or by third parties employed by the Agent (including but not limited to tenders, reports, analyses, expert opinions, organization charts, programs, performance descriptions, drafts, calculations, drawings, data media, etc.). During the contract period and after termination thereof, the Principal may use these materials exclusively for the purposes described under the Contract. Therefore, the Principal shall not be entitled to copy or distribute these materials without the explicit consent of the Agent (it-securitycheck.xylem-technologies.com).

5.2 Any violation of this provision by the Principal shall entitle the Agent (it-securitycheck.xylem-technologies.com) to prematurely terminate the Contract and to enforce other legal claims, in particular for restraint and/or damages.


6. Warranties

6.1 The Agent (it-securitycheck.xylem-technologies.com) shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the Agent's work which have become known subsequently. The Agent shall immediately inform the Principal thereof.

6.2 This right of the Principal expires six months after completion of the respective service.


7. Liability / Damages

7.1 The Agent (it-securitycheck.xylem-technologies.com) is not liable to the Principal for any damages caused by it-securitycheck.xylem-technologies.com. The service offered on it-securitycheck.xylem-technologies.com has only informative character, does not replace a professional consulting service, and claims no completeness regarding countermeasures, risk calculations, etc. The measures suggested by it-securitycheck.xylem-technologies.com offer a base protection, but do not fulfill any requirements of laws, regulations or industry standards.


8. Confidentiality / Data Protection

8.1 The Agent (it-securitycheck.xylem-technologies.com) shall be obligated to maintain complete confidentiality concerning all business matters made known to the Agent in the course of services performed, especially trade and company secrets and any other information concerning type and/or scope of business and/or practical activities of the Principal.

8.2 Furthermore, the Agent (it-securitycheck.xylem-technologies.com) shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Principal's clients.

8.3 The Agent (it-securitycheck.xylem-technologies.com) shall not be obligated to maintain confidentiality towards any person working for the Agent or representatives of the Agent. The Agent is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if the Agent had breached confidentiality.

8.4 The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract - with the exception of any duty to give evidence.

8.5 The Agent (it-securitycheck.xylem-technologies.com) shall be entitled to use any personal data entrusted to the Agent for the purposes of the services performed. The Agent (it-securitycheck.xylem-technologies.com) shall guarantee the Principal that all necessary measures will be taken, especially those regarding data protection laws, e.g. that declarations of consent are obtained from the persons involved.


9. Fees

9.1 Before starting the services agreed upon, the Agent (it-securitycheck.xylem-technologies.com) shall receive remuneration agreed upon in advance between the Agent (it-securitycheck.xylem-technologies.com) and the Principal. Remuneration shall be due and payable immediately after agreeing on the service by the Agent.

9.2 The Agent (it-securitycheck.xylem-technologies.com) shall render accounts which entitle to deduct input tax and contain all elements required by law.

9.3 In the event that the work agreed upon is not completed due to reasons on the part of the Principal, or due to a premature termination of contract by the Agent (it-securitycheck.xylem-technologies.com) for cause, the Agent (it-securitycheck.xylem-technologies.com) shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred.


10. Electronic Invoicing

10.1 The Agent (it-securitycheck.xylem-technologies.com) shall be entitled to transmit invoices electronically. The Principal agrees explicitly to accept invoices transmitted electronically by the Agent (it-securitycheck.xylem-technologies.com).


11. Duration of the Agreement

11.1 This Contract terminates with the completion of the it-securitycheck.xylem-technologies.com process.


12. Final Provisions

12.1 The contracting parties declare that all information contained herein is accurate and made in good conscience. They shall be mutually obligated to immediately inform the other party of any changes.

12.2 Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing. This shall also apply to a waiver of this requirement in written form.

12.3 This Contract is governed by the substantive law of the Republic of Austria excluding the conflict-of-law rules of international private law. Place of fulfillment is the registered business establishment of the Agent (it-securitycheck.xylem-technologies.com). Jurisdiction in all disputes is the court in the place where the Agent (it-securitycheck.xylem-technologies.com) is based.