Contract

§ 1 Purpose of the contract
The purpose of the Agreement is to regulate the rights and obligations between the Client and the Contractor in connection with the designation of the Contractor as the Client's reporting office.

§ 2 Appointment to the reporting office
(1) The Client shall designate the Contractor as the reporting office in fulfillment of its obligation under § 12 I 1 HinSchG.
(2) The Customer shall confirm the designation to the Contractor separately in text form. Upon request, the Contractor may provide the Customer with a suitable template.
(3) The Customer shall inform its employees of the Contractor's contact data required for the purpose of notifications. This shall in any case include the telephone number set up for reporting. The Contractor shall provide the Customer with suitable information. To this extent, the Contractor agrees to the disclosure of this information.

§ 3 General services of the contractor
(1) The services of the Contractor shall be limited - unless additionally agreed in this Agreement or separately in writing between the Parties - to the tasks incumbent on the Reporting Office pursuant to §§ 7ff, 13 HinSchG. These are:
- The operation of reporting channels according to § 16 HinSchG in the form of a hotline (unless otherwise agreed: 035179593513) and a webapp (unless otherwise agreed: https://hinweisgeberschutz-meldesystem.de/whistleblowing/{FirstWordFromNameOfTheCustomer}) and a vor place point of contact (am
Contractor location)
- The documentation of reports according to § 11 HinSchG
- Conducting proceedings according to § 17 HinSchG
- The taking of follow-up measures according to § 18 HinSchG
- Providing employees with clear and easily accessible information on external reporting procedures and relevant reporting procedures of European Union institutions, bodies and agencies.
(2) The Contractor shall perform the tasks of the Notification Office in accordance with the principles of conscientious professional conduct. The nature and scope of the performance of the tasks shall be at the discretion of the Contractor. The Contractor shall determine - taking into account the legitimate interests of the Client - his place of work and his working hours on his own responsibility.
(3) The Contractor shall ensure that it can be reached by telephone during normal office hours or via messages on the web app and that messages are processed promptly depending on the type and scope of the message.
(4) The Principal shall ensure that it itself complies with the tasks and duties assigned to it under the HinSchG. The Contractor shall not be responsible for compliance with obligations arising for the Principal from the HinSchG, except for the services specified in Para. 1 and, if applicable, separately agreed. In this respect, the Contractor shall only be available in an advisory capacity at the request of the Client.
(5) The Contractor shall itself ensure the acquisition and maintenance of the expertise required for the operation of a reporting office (§ 15 II HinSchG).

§ 4 Obligations of the Customer to Cooperate
(1) The Client shall ensure that the employees are properly informed in good time about the functioning and accessibility of the reporting office. The Client shall also take appropriate measures within its organization for this purpose.
(2) The Customer shall appoint a central contact person for the Contractor.
(3) The Customer shall inform the Contractor of all facts and circumstances necessary for the complete processing of the request. If information is missing, the Contractor shall point this out to the Customer. A notification cannot be processed promptly if documents requested by the Contractor are missing.

§ 5 Confidentiality
(1) The Contractor shall treat all information received in connection with its activities for the Client as confidential. The Contractor may only use this information for the purpose of fulfilling its duties as a reporting office. The Contractor is prohibited from using the information in whole or in part for other purposes or from making the information accessible to third parties.
(2) The obligation to maintain confidentiality shall apply in particular as set forth in § 8f. HinSchG regulated.
(3) The Contractor shall be obliged to oblige employees and other vicarious agents of the Contractor to the same extent to maintain secrecy. The Customer may demand proof from the Contractor of the implementation of the obligation.
(4) Insofar as the cooperation of external persons is necessary or required for the processing of reports, the Contractor may, with the consent of the Customer, transmit information to competent persons. The Contractor shall ensure that the relevant recipients of the information treat it confidentially and only process and use it for the purposes for which they received the data.

§ 6 Remuneration
(1) The activity of the Contractor as the Client's reporting office shall be remunerated with a monthly lump sum in the amount of the purchase fee. The monthly lump sum includes 2 hours of work per month.
(2) The Contractor shall prepare records of the activities performed by it, including the date, time, duration of the activity and a brief description of the activity.
(3) The Contractor shall invoice the Customer for the work performed by it at the beginning of each month for the previous month, enclosing the record pursuant to paragraph 2. The Customer shall raise any objections to the record within the meaning of Paragraph 2 within 10 days of receipt by the Contractor. After expiry of this inspection period, the record shall be deemed approved in principle.
(4) The remuneration shall be paid within 14 days to the account specified by the Contractor.
(5) The parties agree that text form is sufficient for invoices of the Contractor to the Customer as well as records pursuant to paragraph 2. The Contractor shall transmit its invoice together with attachments in writing or by e-mail in PDF format.

§ 7 Data protection and information security
(1) The Contractor shall ensure that it protects all information that it obtains in connection with its activities for the Client against unauthorized access by third parties in a manner that reflects the state of the art.
(2) It is pointed out to the Customer that in the case of electronic communication via the Internet it can never be completely ruled out that third parties may gain unauthorized knowledge of the contents of the communication. The Contractor offers encrypted communication by e-mail based on PGP/OpenPGP or S/MIME. The public key required for the communication will be transmitted upon request.

§ 8 Contract duration
(1) The contractual relationship shall commence at the time of the order and shall have a minimum contract term of 24 months.
(2) The contractual relationship may be terminated by either party with 3 months' notice to the end of a calendar month, but no earlier than the end of the minimum contract term. An extraordinary right of termination of each party remains unaffected.
(3) Notice of termination must be given in writing.

§ 9 Limitation of liability
(1) The Contractor has taken out professional liability insurance with coverage of € 300,000 per individual case. The Contractor is obliged to maintain the insurance at least in this amount for the duration of this contractual relationship. The Client may request proof of this from the Contractor at any time.
(2) The Contractor shall be liable without limitation for all damage caused by the Contractor in the event of intent or gross negligence.
(3) In the event of slight negligence, the Contractor shall be liable without limitation in the event of injury to life, limb or health.
(4) In all other respects, the Contractor shall only be liable if it has breached a material contractual obligation. Essential contractual obligations are defined in the abstract as obligations the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the Customer may regularly rely. In such cases, liability shall be limited to compensation for the foreseeable, typically occurring damage, however, to a maximum of the amount of the coverage sum specified in paragraph 1.
(5) Insofar as the Contractor's liability is excluded or limited in accordance with the aforementioned provisions, this shall also apply to the Contractor's vicarious agents.

§ 10 Final provisions
(1) The contractual relationship between the Parties shall be governed by the laws of the Federal Republic of Germany.
(2) Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace an invalid provision with a valid provision that comes as close as possible to the original purpose.