Effective Date: January 1, 2026
These Website SaaS Terms (the Terms) form a legal agreement between Ignaz Software B.V., a private company with limited liability (besloten vennootschap) incorporated under the laws of the Netherlands, having its registered office in Zundert, the Netherlands (Ignaz, we, us, or our), and the person or entity accepting these Terms or using the Services (Customer or you).
By clicking to accept these Terms, creating an account, or accessing or using the Services, Customer agrees to be bound by these Terms.
These Terms govern Customer's access to and use of WinFactor, our cloud-based visual sales configurator software for window dealers and related functionality, including tools for onboarding, product and pricing configuration, quotation-request handling, contact management, quoting, invoicing support, and integrations with third-party administration software (collectively, the Services).
The Services are offered only for use in the course of a trade, business, craft, or profession. Customer represents and warrants that it is acting for business purposes and not as a consumer.
Freelancers, sole proprietors, and similar independent professionals may use the Services only in connection with their business activities.
The Services may allow Customer to make parts of the Services available to Customer's own prospects, customers, and end users, including consumers requesting quotations or otherwise interacting with Customer's configurator (End Customers). As between Ignaz and Customer, Customer is solely responsible for its relationship with End Customers, including its sales process, quotations, invoices, and customer communications, except to the extent expressly stated otherwise in these Terms.
Customer must create an account to use the Services. Customer must provide accurate, complete, and up-to-date information and keep that information updated.
Customer may permit its employees, contractors, and other personnel acting on its behalf to access and use the Services on Customer's behalf (Authorized Users). Customer is responsible for all acts and omissions of its Authorized Users and for all activity occurring under its account.
Customer must keep login credentials confidential and use reasonable measures to prevent unauthorized access to the Services. Customer must notify Ignaz without undue delay if Customer becomes aware of any unauthorized access to or use of its account or credentials.
Customer represents that the individual accepting these Terms has authority to bind Customer.
Ignaz may offer a free tier or free plan with limited functionality. The free tier is made available for evaluation and limited operational use subject to these Terms and any product-specific restrictions shown on our website or in the Services.
Paid subscriptions may be offered on a monthly or annual basis, as described on our website, in the Services, or in an order confirmation.
We may modify, add, or discontinue plans, features, or functionality from time to time. If a change materially reduces core functionality of a paid plan during a current subscription term, Customer's sole remedy is to terminate the affected paid plan and receive a pro rata refund of prepaid fees for the unused remainder of that paid term.
Each paid subscription begins on the date Customer first subscribes or upgrades and continues for the selected monthly or annual term.
Unless Customer cancels before the end of the then-current term, each paid subscription automatically renews for successive periods equal to the initial subscription term.
Customer may cancel a paid subscription through the account settings or by contacting us. Cancellation takes effect at the end of the then-current subscription term, and Customer will retain access to the paid features until that time unless the subscription is earlier terminated under these Terms.
Except as provided in Section 4.5, where otherwise expressly stated in these Terms, or required by applicable law, fees are non-cancellable and non-refundable.
Notwithstanding Section 4.4, if Customer cancels its first-ever paid subscription to the Services within thirty (30) days after the start date of that subscription, Ignaz will refund the full amount paid by Customer for that subscription. This guarantee is subject to the following:
First subscription only. The guarantee applies only to Customer's first-ever paid subscription to the Services, whether monthly or annual. It does not apply to any subsequent subscription, renewal, upgrade, downgrade, reactivation, re-subscription after prior cancellation, or add-on purchase.
Tied to Customer entity. The guarantee is tied to Customer as a legal entity. Subscriptions purchased under different Authorized User accounts, different email addresses, different billing details, or different names by or on behalf of the same Customer entity (including its affiliates and any successor entity) are treated as subscriptions of the same Customer for the purpose of determining whether the guarantee has been used.
Cancellation required within the window. Customer must initiate cancellation through the account settings or by written notice to Ignaz within the thirty (30)-day window. Cancellation takes effect immediately upon Ignaz's receipt of the cancellation, and Customer's access to the paid features ends as of that date.
Refund processing. Ignaz will process the refund to the original payment method within a reasonable time after cancellation. Any transaction or currency-conversion fees imposed by the payment processor or Customer's bank are not refundable.
Data export and deletion. Section 18 (Customer Data Export and Deletion) continues to apply following cancellation under this Section 4.5, including Customer's thirty (30)-day export window.
Good faith. The guarantee is offered in good faith to allow Customer to evaluate the Services. Ignaz may decline a refund, or seek recovery of a refund already paid, where Ignaz reasonably determines that Customer has engaged in fraud, material misuse of the Services, or repeated attempts to circumvent the first-subscription limitation in this Section 4.5.
Customer must pay all fees applicable to its selected plan and any additional usage-based or add-on charges shown at checkout, in the Services, or in an order confirmation.
Customer authorizes Ignaz and its payment processors to charge the payment method provided by Customer for all fees due under these Terms.
If a payment is overdue, Ignaz may suspend access to the Services after giving reasonable notice, unless the overdue amount is subject to a good-faith dispute raised before the due date.
Ignaz may change its prices from time to time. Any price change for an existing paid subscription will apply no earlier than the next renewal term and will be communicated in advance through the Services, by email, or on our website.
All fees are exclusive of value added tax (VAT), sales tax, use tax, withholding tax, and other similar taxes, duties, or levies, except taxes based on Ignaz's net income. Customer is responsible for all such taxes associated with its purchase and use of the Services, excluding taxes imposed on Ignaz's net income.
Subject to Customer's compliance with these Terms and payment of all applicable fees, Ignaz grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer's internal business purposes.
Customer may use the Services to make configurators, quotation-request workflows, and similar functionality available to End Customers solely as part of Customer's own business operations.
Customer must not, and must not permit any third party to:
Customer is solely responsible for:
Where Customer uses the Services to collect information from End Customers, Customer is responsible for providing any required notices and obtaining any required consents from End Customers under applicable law.
Customer is responsible for exporting or backing up Customer Data to the extent Customer considers necessary, except where we expressly provide backup functionality as part of the Services.
The Services may interoperate with third-party products, services, content, or websites, including payment, authentication, or administration software (Third-Party Services).
Use of Third-Party Services may be subject to separate terms and privacy notices between Customer and the relevant third-party provider.
Ignaz is not responsible for Third-Party Services, including their availability, security, functionality, or changes, and is not liable for any loss or damage arising from Customer's use of or reliance on Third-Party Services, except to the extent caused by Ignaz's breach of these Terms.
Ignaz and its licensors retain all right, title, and interest in and to the Services, documentation, software, technology, know-how, trademarks, logos, and all related intellectual property rights.
As between the parties, Customer retains all right, title, and interest in and to Customer Data.
If Customer provides suggestions, ideas, enhancement requests, or other feedback relating to the Services, Ignaz may use that feedback without restriction or obligation.
Ignaz may generate, use, and disclose aggregated or anonymized data derived from use of the Services for lawful business purposes, including analytics, security, troubleshooting, service improvement, product development, and published industry or benchmark reporting, provided that:
the data is anonymized such that, taking into account all the means reasonably likely to be used, no natural person and no individual Customer is identifiable from the data, consistent with the standard for anonymization under applicable data protection law (including, where applicable, Recital 26 of the GDPR);
Ignaz will apply reasonable technical and organizational measures to produce and maintain the data in anonymized form and will not attempt to re-identify any natural person or individual Customer from the data; and
where Ignaz discloses such data to third parties or publishes it, the data will be presented at a level of aggregation sufficient to prevent identification of any individual Customer or End Customer.
Nothing in this Section 9.4 authorizes Ignaz to disclose Customer Data to third parties in a form that identifies Customer or any natural person, except as expressly permitted elsewhere in these Terms.
Each party (Receiving Party) may receive Confidential Information from the other party (Disclosing Party). Confidential Information means non-public information disclosed by or on behalf of the Disclosing Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
The Receiving Party must:
Confidential Information does not include information that the Receiving Party can demonstrate:
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives prior notice where legally permitted and reasonably cooperates with the Disclosing Party's efforts to seek protective treatment.
Ignaz processes personal data as an independent controller where necessary for account administration, billing, payment collection, fraud prevention, service security, support, legal compliance, and its direct relationship with Customer and prospective customers, as described in our Privacy Notice.
To the extent Ignaz processes personal data contained in Customer Data on behalf of Customer, including personal data relating to Customer's Authorized Users, contacts, and End Customers, Ignaz acts as Customer's processor (or sub-processor, where applicable), and the Data Processing Terms in Schedule 1 apply and are incorporated into these Terms.
Customer is responsible for determining whether the Services are appropriate for Customer's intended processing activities and for complying with laws applicable to Customer's collection and use of Customer Data.
Ignaz will maintain reasonable technical and organizational measures designed to protect the Services and Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access.
Without limiting Section 12.1, Ignaz may use measures such as encryption in transit, encryption at rest where appropriate, access controls, logging, backups, and multi-factor authentication for administrative access, consistent with the nature of the Services and associated risks.
If Ignaz becomes aware of a confirmed Security Incident affecting Customer Data processed by Ignaz on Customer's behalf, Ignaz will notify Customer without undue delay and provide reasonably available information about the Security Incident and steps taken by Ignaz to mitigate its effects.
Unless Ignaz expressly agrees otherwise in writing, the Services are provided without a service level agreement or uptime commitment.
Ignaz provides support for paid plans by email and, where offered, by booked call. Free tier users are not entitled to support unless Ignaz decides otherwise.
Ignaz may perform maintenance, updates, upgrades, and changes to the Services from time to time. Ignaz will use reasonable efforts to avoid unnecessary disruption to paid customers.
Ignaz may suspend or restrict access to all or part of the Services immediately, with or without prior notice, if Ignaz reasonably believes that:
Unless prohibited by law, regulation, court order, or the legitimate requirements of an ongoing security or fraud investigation, Ignaz will provide Customer with a reasonably specific statement of the grounds for suspension as soon as reasonably practicable after the suspension takes effect, and where feasible will indicate what Customer needs to do to have access restored.
Ignaz will restore access promptly once the issue giving rise to the suspension is resolved, if the relevant circumstances permit restoration.
Each party represents that it has validly entered into these Terms and has the legal power to do so.
Ignaz warrants that it will provide the Services with reasonable care and skill.
Except as expressly stated in these Terms, the Services are provided "as is" and "as available." To the fullest extent permitted by law, Ignaz disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, or that use of the Services will achieve any particular business result.
Customer acknowledges that the Services support Customer's sales and business processes but do not constitute legal, tax, accounting, engineering, or professional advice. Customer remains solely responsible for all quotes, pricing, invoices, business decisions, and compliance obligations.
To the fullest extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data, arising out of or in connection with these Terms, even if advised of the possibility of such damages.
To the fullest extent permitted by law, each party's aggregate liability arising out of or in connection with these Terms will not exceed the total fees paid or payable by Customer to Ignaz for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.
The exclusions and limitations in this Section 16 do not apply to:
Notwithstanding Section 16.2, each party's aggregate liability for damages directly caused by its gross negligence (grove schuld) will not exceed three (3) times the total fees paid or payable by Customer to Ignaz for the Services during the twelve (12) months immediately preceding the event giving rise to the claim. For the avoidance of doubt, the exclusion of indirect, incidental, special, consequential, exemplary, and punitive damages in Section 16.1 continues to apply to the fullest extent permitted by law, and this Section 16.4 does not increase the scope of recoverable categories of damages.
Customer will defend Ignaz, its affiliates, and their respective directors, officers, employees, and agents (each an Ignaz Indemnified Party) against any third-party claim, action, proceeding, investigation, or demand brought against an Ignaz Indemnified Party (each a Claim) arising out of or in connection with:
Customer Data, including any allegation that Customer Data infringes the intellectual property rights of, violates the privacy or publicity rights of, or is unlawful, defamatory, or otherwise harmful to any third party;
Customer's breach of Section 6.3 (Restrictions), or any other misuse of the Services by Customer or its Authorized Users;
Customer's violation of any applicable law, regulation, or third-party right in connection with its use of the Services;
Customer's quotes, pricing, invoices, product configurations, templates, or other outputs generated or distributed through the Services, including any allegation that such outputs are inaccurate, misleading, or non-compliant with applicable law;
Customer's relationship with, or communications directed to, End Customers, including any claim brought by an End Customer, a consumer-protection authority, or any other third party arising out of that relationship; and
Customer's failure to provide notices or to obtain consents required under applicable law in connection with its use of the Services, including as required under Section 7.2.
Customer will indemnify and hold harmless each Ignaz Indemnified Party from and against all damages, fines, penalties, settlement amounts agreed under Section 16A.3, court-awarded costs, and reasonable legal fees and expenses arising out of or incurred in connection with any Claim, including reasonable costs of enforcing this Section 16A.
Customer's obligations under Section 16A.1 do not apply to the extent a Claim arises out of:
As a condition of Customer's indemnification obligations under this Section 16A, the affected Ignaz Indemnified Party will:
notify Customer in writing of the Claim without undue delay after becoming aware of it, provided that any failure or delay in giving notice does not relieve Customer of its obligations except to the extent Customer is materially prejudiced by the failure or delay;
give Customer sole control of the defense and settlement of the Claim, provided that Customer may not admit liability on behalf of, or enter into any settlement that imposes any non-monetary obligation, injunctive restriction, or unindemnified financial liability on, any Ignaz Indemnified Party without that party's prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed;
provide reasonable cooperation in the defense of the Claim, at Customer's cost for any out-of-pocket expenses reasonably incurred; and
be entitled to participate in the defense of the Claim with counsel of its own choosing at its own expense, without relieving Customer of its obligations under this Section 16A.
Nothing in this Section 16A limits any other right or remedy available to Ignaz under these Terms or applicable law.
Subject to Sections 16A.6 through 16A.9, Ignaz will defend Customer, its affiliates, and their respective directors, officers, and employees (each a Customer Indemnified Party) against any third-party claim, action, proceeding, or demand brought against a Customer Indemnified Party alleging that the Services, as provided by Ignaz and used by Customer in accordance with these Terms, directly infringe a third-party patent, copyright, or trade secret enforceable in the European Economic Area, the United Kingdom, or Switzerland (an IP Claim). Ignaz will indemnify the Customer Indemnified Party for damages, court-awarded costs, and reasonable legal fees and expenses finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Ignaz in writing, in each case arising out of such IP Claim.
If an IP Claim is made or, in Ignaz's reasonable opinion, is likely to be made, Ignaz may at its option and expense:
procure for Customer the right to continue using the affected Services;
modify or replace the affected Services with non-infringing functionality that is substantially equivalent in material respects; or
if neither (1) nor (2) is commercially reasonable, terminate Customer's subscription to the affected Services and refund any prepaid fees for the unused portion of the then-current subscription term.
Ignaz has no obligation under Section 16A.5 or Section 16A.6 to the extent an IP Claim arises out of or in connection with:
the combination, operation, or use of the Services with any product, service, data, content, or system not provided by Ignaz, where the IP Claim would not have arisen but for such combination;
modifications to the Services made by Customer, its Authorized Users, or any third party acting at Customer's direction, without Ignaz's written authorization;
use of the Services in a manner not permitted by these Terms, the applicable documentation, or Ignaz's written instructions;
any beta, trial, free-tier, preview, evaluation, or similar non-production feature of the Services expressly identified as such;
Customer Data, End Customer data, templates, or other content submitted to or through the Services by or on behalf of Customer;
Customer's continued use of an allegedly infringing version of the Services after Ignaz has made available a non-infringing update, modification, or replacement and provided Customer reasonable notice to transition; or
Third-Party Services as defined in Section 8.
As a condition of Ignaz's obligations under Sections 16A.5 and 16A.6, the affected Customer Indemnified Party will:
notify Ignaz in writing of the IP Claim without undue delay after becoming aware of it, provided that any failure or delay in giving notice does not relieve Ignaz of its obligations except to the extent Ignaz is materially prejudiced by the failure or delay;
give Ignaz sole control of the defense and settlement of the IP Claim, provided that Ignaz may not enter into any settlement that imposes any non-monetary obligation, admission of liability, or unindemnified financial liability on Customer without Customer's prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed;
provide reasonable cooperation in the defense of the IP Claim, at Ignaz's cost for any out-of-pocket expenses reasonably incurred; and
be entitled to participate in the defense of the IP Claim with counsel of its own choosing at its own expense, without relieving Ignaz of its obligations under this Section 16A.
Notwithstanding Section 16.2, Ignaz's aggregate liability under Sections 16A.5 and 16A.6 for all IP Claims will not exceed three (3) times the total fees paid or payable by Customer to Ignaz for the Services during the twelve (12) months immediately preceding the event giving rise to the first such IP Claim. Sections 16A.5 through 16A.9 set out Customer's sole and exclusive remedy, and Ignaz's sole liability, in respect of any claim, allegation, or proceeding alleging that the Services infringe the intellectual property rights of any third party.
These Terms start when Customer first accepts them or uses the Services and continue until terminated in accordance with these Terms.
Customer may stop using the Services at any time. If Customer has a paid subscription, termination for convenience takes effect at the end of the then-current subscription term unless otherwise expressly stated.
Ignaz may terminate free tier access or Customer's use of the Services for convenience at any time on reasonable notice.
Ignaz may terminate a paid subscription for convenience on at least thirty (30) days' prior notice, in which case Ignaz will refund any prepaid fees covering the unused remainder of the terminated paid term.
Either party may terminate these Terms or any paid subscription immediately by notice if the other party:
Upon termination or expiry:
For thirty (30) days after termination or expiry of a paid subscription, Customer may request export of its Customer Data in a format reasonably made available by Ignaz, unless Ignaz is legally prohibited from doing so.
Within ninety (90) days after the end of the export window under Section 18.1, Ignaz will delete Customer Data from its active production systems, except to the extent retention is:
Upon Customer's reasonable written request made within a reasonable time after deletion is due, Ignaz will confirm in writing that deletion has taken place in accordance with this Section 18.2.
Customer represents that neither it nor any person accessing the Services on its behalf is subject to sanctions or export restrictions that would prohibit access to or use of the Services. Customer must not use the Services in violation of applicable export control or sanctions laws.
Ignaz may make non-material changes to these Terms at any time by posting an updated version on its website or through the Services. Non-material changes include clarifications, corrections, formatting changes, and updates that do not reduce Customer's rights or materially increase Customer's obligations.
For changes that materially reduce Customer's rights or materially increase Customer's obligations (Material Changes), Ignaz will provide at least thirty (30) days' prior notice before the Material Changes take effect. Notice will be given by email to Customer's designated contact address, by prominent notice through the Services, or by another means reasonably designed to reach Customer.
Material Changes will not apply to an existing paid subscription during the then-current paid subscription term. Material Changes will take effect for that subscription at the start of the next renewal term following the expiry of the notice period under Section 20.2.
If Customer does not accept a Material Change, Customer may terminate the affected paid subscription by giving written notice to Ignaz before the date on which the Material Change would take effect for that subscription. In that case, the subscription ends on the date on which the Material Change would otherwise have taken effect, and Ignaz will refund any prepaid fees covering the period after that date. If Customer continues to use the Services after the Material Change takes effect, Customer is deemed to have accepted the updated Terms.
Where a change to these Terms is required to comply with applicable law, regulation, court order, or governmental authority, Ignaz may implement that change on shorter notice than provided in Section 20.2 if required, and the notice period will be as long as is reasonably practicable in the circumstances.
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Netherlands, excluding its conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
Any dispute arising out of or in connection with these Terms will be submitted to the competent court in the District of Zeeland-West-Brabant, the Netherlands.
These Terms constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, and communications relating to the same subject matter, except where the parties have signed a separate written agreement that expressly supersedes these Terms.
If there is any conflict between the main body of these Terms and Schedule 1, Schedule 1 governs solely with respect to data protection matters.
Customer may not assign or transfer these Terms, in whole or in part, without Ignaz's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's assets relating to these Terms. Ignaz may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Neither party is liable for delay or failure to perform its obligations due to events beyond its reasonable control, including internet failures, hosting failures, labor disputes, war, terrorism, civil unrest, natural disasters, epidemics, governmental actions, or utility interruptions, except that this Section does not excuse Customer's obligation to pay fees already due.
Notices under these Terms must be sent by email to the contact details provided by the parties, unless mandatory law requires another method. Notices to Ignaz must be sent to: [email protected]. Customer is responsible for keeping its notice email address current.
If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
Failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.
These Terms are written in English for convenience in international business. Any Dutch translation is for convenience only unless Ignaz expressly states otherwise.
This Schedule 1 applies only to the extent Ignaz processes personal data on behalf of Customer in connection with the Services.
Customer acts as controller, business, or other relevant principal party responsible for the personal data included in Customer Data, except where Ignaz expressly states that it acts as an independent controller.
Ignaz acts as processor on behalf of Customer solely for the purpose of providing the Services in accordance with these Terms and Customer's documented instructions.
Ignaz acts as an independent controller for account, billing, service administration, security, abuse prevention, legal compliance, and direct business relationship data, as described in its Privacy Notice.
The subject matter of the processing is the provision of the Services. The duration of the processing is the period during which Ignaz processes personal data on Customer's behalf under the Terms, including any limited post-termination period described in the Terms.
Ignaz may process personal data on Customer's behalf for the following purposes:
Data subjects may include:
Personal data may include, depending on Customer's use of the Services:
Customer must not submit special categories of personal data or other highly sensitive personal data to the Services unless Ignaz has expressly agreed in writing.
Ignaz will process personal data only on Customer's documented instructions, including as set out in the Terms and through Customer's use and configuration of the Services, unless required to do otherwise by applicable law. In that case, Ignaz will inform Customer of that legal requirement before processing, unless the law prohibits such notice.
Ignaz will ensure that persons authorized to process personal data are subject to appropriate confidentiality obligations.
Ignaz will implement appropriate technical and organizational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access, taking into account the state of the art, costs of implementation, nature, scope, context, purposes of processing, and risks to individuals.
Customer gives Ignaz general authorization to engage sub-processors in connection with the Services.
At the Effective Date, Ignaz may use sub-processors such as hosting, infrastructure, authentication, and payment providers, including:
Ignaz will maintain a current list of sub-processors that process personal data on Customer's behalf, made available through the Services, on its website, or by another means reasonably accessible to Customer. Customer may subscribe to notifications of changes to the sub-processor list where Ignaz makes such a subscription mechanism available.
Ignaz will give Customer at least thirty (30) days' prior notice before engaging a new sub-processor to process personal data on Customer's behalf. Notice may be given by updating the sub-processor list under Section 8.3 where Customer has subscribed to notifications, by email, or by notice through the Services. Where required by applicable law or by a specific emergency (including the need to replace a sub-processor on short notice for security or continuity reasons), Ignaz may engage a new sub-processor on shorter notice and will inform Customer as soon as reasonably practicable.
If Customer has a reasonable, documented objection to a new sub-processor on data protection grounds, Customer will notify Ignaz in writing within fifteen (15) days of the notice under Section 8.4. The parties will discuss the objection in good faith. If the parties do not resolve the objection within thirty (30) days after Customer's notice, Customer's sole and exclusive remedy is to terminate the affected subscription by written notice, in which case Ignaz will refund any prepaid fees covering the unused portion of the then-current subscription term. Customer's failure to object within fifteen (15) days is deemed acceptance of the new sub-processor.
Ignaz will impose on each sub-processor data protection obligations that are, in substance, no less protective than those set out in this Schedule 1, and will remain responsible for the performance of its sub-processors to the extent required by applicable law.
Taking into account the nature of the processing and information available to Ignaz, Ignaz will provide reasonable assistance to Customer in responding to requests from data subjects and in meeting Customer's obligations under applicable data protection law, provided that Customer reimburses Ignaz for reasonable costs incurred where the request arises from Customer's specific use of the Services and is not caused by Ignaz's breach.
Ignaz will notify Customer without undue delay after becoming aware of a confirmed personal data breach affecting personal data processed by Ignaz on Customer's behalf and will provide reasonably available information to help Customer meet its breach notification obligations.
Ignaz will make available to Customer information reasonably necessary to demonstrate compliance with this Schedule 1. Any audit or inspection requested by Customer must be reasonable, proportionate, limited to once per year unless required by law or due to a confirmed Security Incident, subject to reasonable confidentiality protections, and must not unreasonably interfere with Ignaz's business operations or compromise the security of other customers.
Customer acknowledges that Ignaz and its sub-processors may process personal data in the European Economic Area, the United Kingdom, and other jurisdictions in which Ignaz or its sub-processors operate, subject to appropriate safeguards where required by applicable law.
To the extent Ignaz transfers personal data subject to the GDPR outside the EEA to a country not recognized as providing an adequate level of protection, the parties incorporate the European Commission's Standard Contractual Clauses for controller-to-processor or processor-to-processor transfers, as applicable, which are deemed completed as follows:
To the extent Ignaz transfers personal data subject to the UK GDPR outside the United Kingdom to a country that is not covered by an adequacy regulation under UK law, the parties incorporate the UK International Data Transfer Addendum to the EU Standard Contractual Clauses, as updated from time to time, with the relevant tables deemed completed using the information in this Schedule 1 and the Terms.
If Ignaz adopts another valid transfer mechanism recognized under applicable law for a particular transfer, Ignaz may rely on that mechanism instead of or in addition to the SCCs or UK Addendum, as applicable.
Upon termination or expiry of the Services, Ignaz will delete or return personal data processed on Customer's behalf in accordance with Section 18 of the Terms, unless retention is required by applicable law.
If there is any conflict between this Schedule 1 and the main body of the Terms regarding personal data processed by Ignaz on Customer's behalf, this Schedule 1 controls to the extent of that conflict.