Instructions from the Client Clause Samples
Instructions from the Client. 7.1. Notwithstanding binding stipulations within the meaning of section 3.1 of this Agreement, the Contractor acknowledges that the Client alone determines the purposes of the data processing and may also order this by means of individual instructions, and that any processing by the Contractor outside the intended purpose or an instruction is unlawful. Art. 28 section 3 lit. a GDPR is decisive for exceptions to this.
7.2. Every instruction from the Client obliges the Contractor to carry out, tolerate or refrain from ("actions") every process specified in the instruction (e.g. collection, storage, transmission, deletion or destruction of personal data) in accordance with the instructions. The Client's right to issue instructions includes, in particular, that the Client may lawfully determine vis-à-vis the Contractor how the system contract is to be implemented in terms of data protection law, as well as to request order-related information and to request actions that may serve to fulfill a legal, sovereign or official requirement to which the Client is subject.
7.3. Instructions must always be issued in writing (Section 126 BGB) or in text form (Section 126b BGB). Verbal instructions are only permissible in exceptional cases; they must be documented by the Contractor in writing (Section 126 BGB) or text form (Section 126b BGB). The Contractor must inform the Client immediately if it is of the opinion that an instruction violates data protection regulations. The Contractor shall be entitled to suspend the implementation of the corresponding instruction until it is confirmed or amended by the Client.
Instructions from the Client. The Advisor may rely on all instructions (whether oral or written) given by the Client or its agents which the Advisor believes to be genuine. The Advisor's records of such a transaction will be conclusive as to the content of any instruction. Instructions may be given to the Advisor by any officer or agent of the Client. The Client agrees to hold harmless, and to indemnify and defend, the Advisor, as well as any of its officers, directors, shareholders, affiliates, employees and agents, against any and all losses sustained by the Advisor resulting from, and against any and all claims, liabilities, losses, damages, charges, costs, fees and expenses (including, without limitation, attorneys' fees and costs, including fees of attorneys who may be the Advisor's employees or employees of the Advisor's affiliates) arising out of or in connection with, any action taken in reliance upon any instruction or inquiry believed genuine. The Advisor reserves the right to refuse to act on any oral instructions.