These General Terms and Conditions (GTC) provide all the terms and conditions that apply to the provision by TRANSPARENT EDGE SERVICES, S.L. ("TRANSPARENT EDGE") of the Services provided by TRANSPARENT EDGE under any agreement made between TRANSPARENT EDGE and the Client (collectively, "Clients").
The following terms (unless expressly stated otherwise or the context requires otherwise) for all purposes of these GTC shall have the meanings specified below:
The scope and nature of the Services offered by TRANSPARENT EDGE, as well as the manner in which they will be provided and used, are set forth in the Order.
In the event that the Client wishes to use the TRANSPARENT EDGE Services, the Client must make a service request to TRANSPARENT EDGE to that effect. Any service request must be submitted by completing the online purchasing process on the TRANSPARENT EDGE website (www.transparentedge.eu).
Each Order placement will constitute a separate and independent agreement. The use of a Service indicates that the Client agrees to comply with these GTC. Each Order shall be subject to the provisions of the GTC in effect at the time the Order is placed or the Service is used, whichever occurs first. For subsequent Orders, any prior Order that is in effect shall be governed by the version of the GTC in effect at the time the subsequent Order is placed.
The Client is solely responsible for the proper security, protection, and backup of the Client's Content and technology. TRANSPARENT EDGE disclaims all liability or obligation for any claims or losses related to the Client's Content or technology caused directly or indirectly by the Client or others. The Client is responsible for all Content published and activity that occurs under the Client's account, whether by authorized or unauthorized users.
TRANSPARENT EDGE will provide support for the Service, including the provision of bug fixes and updates, in accordance with the relevant Service Level provisions set forth in Section 4.
By using or accessing TRANSPARENT EDGE Services, the Client agrees not to use in any jurisdiction any Content that, directly or indirectly, associates TRANSPARENT EDGE with illegal, obscene, offensive, or fraudulent content or activity, as well as not to cause damage, interfere with or violate the integrity or security of a network or system, evade filters, send unsolicited, abusive, or deceptive messages, viruses or harmful codes, or violate the rights of third parties.
If there is any complaint or notice of violation, the use of the Services may be suspended until it is resolved and finalized. The Client shall not use or permit the use of TRANSPARENT EDGE Services to:
The Service Level Agreements (SLAs) guaranteed by Transparent Edge Services will be 99.95% total platform availability, with a penalty of 50% of the monthly price of the contracted support being applicable in the event of non-compliance with said service level.
Business hours (8×5) will be from Monday to Friday from 9 am to 6 pm (CET) and will be governed by the public holiday calendar of the Community of Madrid (Spain).
All contracted products include the Standard support package. If the Client decides to contract a higher support package, it must be specified and budgeted in Annex I.
Managing advanced configurations on our product that can be carried out from the Transparent Edge Services control panel is out of the scope of the Standard and Premium support packages.
The occurrence of any of the following circumstances will be cause for exclusion from the service level commitment, and therefore, the aforementioned penalty will not apply:
Transparent Edge Services reserves the right to carry out configuration, maintenance, and repair tasks on its systems that are necessary for the correct functioning of the service and that do not have an adverse effect on its provision.
In the event that these maintenance tasks may involve or require service interruption, Transparent Edge Services will inform the Client sufficiently in advance of the start time and estimated interruption time, committing to adopt appropriate measures to minimize the interruption period to the maximum. The service level commitment stipulated in this clause will not apply during the service interruption time for maintenance that has been previously notified to the Client.
The duration of a Service (the "Term") will be determined in the Order and will be related to the use of the platform.
The charges indicated in any Order are prices in euros, unless expressly stated otherwise. All prices are quoted as net prices and excluding VAT. The Client will provide TRANSPARENT EDGE with valid and updated credit card information and will authorize TRANSPARENT EDGE to charge said credit card for all Services purchased during the Term and any renewal subscription term, unless another form of payment is specified in the Order. Such charges will be made monthly. TRANSPARENT EDGE reserves the right to request advance payment.
If TRANSPARENT EDGE has not received payment within fifteen (15) business days immediately following its accrual, it will have the right to terminate the Agreement and demand compensation for breach, costs incurred, and losses incurred as a result of the Client's breach.
The Client authorizes TRANSPARENT EDGE to charge via the agreed payment method on a recurring basis for successive terms of equal duration, until either party terminates the Order.
TRANSPARENT EDGE reserves the right to adjust the price of a Service or any of its components at any time as determined at TRANSPARENT EDGE's sole and absolute discretion. The Client may file a claim against charges they believe may be erroneous by sending TRANSPARENT EDGE a notice to that effect, attaching supporting documentation for the claim, within the ten (10) business days immediately preceding the payment due date. A claim regarding an invoice will only be considered if the claim specifies the relevant invoice(s) and provides adequate reasoning for the claim. In such a case, the Parties will attempt to resolve the dispute amicably within twenty (20) days following receipt of the Client's claim by TRANSPARENT EDGE. If a charge is not claimed in accordance with this Section 5.2, payment must be made in full and the Client waives all rights to claim the charge. In the event that the Parties do not resolve the claim amicably within twenty (20) days following receipt of the Client's claim by TRANSPARENT EDGE, each Party shall have the right to commence dispute resolution in accordance with Section 14.2.
Payments are non-refundable. Except as specifically stipulated in Section 4, TRANSPARENT EDGE reserves the right to grant credit, issue refunds, or apply discounts at its sole and absolute discretion. The granting of facilities will not entitle the Client, nor obligate TRANSPARENT EDGE, with respect to future credits or discounts. Credits will be applied to future invoices, not being transferable between Orders or Services.
Any change in any Order and/or the provision of Services will be mutually agreed between the Parties. Agreed changes will entail the Client's authorization to TRANSPARENT EDGE for the collection of additional charges or price increases for the Services resulting from a change or upgrade. Credits will be granted only in the event that the change implies a reduction in the Service contracted by the Client and the Client has paid in advance. No refunds or credits will be granted if the Client cancels or downgrades a free Service.
TRANSPARENT EDGE may immediately and automatically suspend the Service in the event that any of the issued invoices remain unpaid at the end of the term of ten (10) business days after their respective due date. As a courtesy to avoid unnecessary interruption of the Service, TRANSPARENT EDGE may give the Client advance notice of the suspension of the Service for non-payment. Services will resume within two (2) business days following receipt of the overdue payment. The Client will continue to be charged during the suspension period until the Order is canceled. The Client will not be entitled to any credit arising from the Service level guarantee contemplated in Section 4 during the suspension period.
Prices do not include taxes, levies, or tax obligations of any nature, including, for example, VAT or withholding taxes, which tax the provision of Services and which are applicable (collectively, "Taxes"), the payment of which will be the Client's responsibility. Notwithstanding the foregoing, TRANSPARENT EDGE will not invoice the Client for taxes for which the Client is a beneficiary of the application of a tax exemption, provided that prior to the issuance of the invoice they have provided a valid exemption certificate in a form reasonably acceptable to TRANSPARENT EDGE.
Either Party may terminate an Order at any time, without needing to state cause, by providing written notice to the other party at least thirty (30) business days prior to the effective date of termination. The Services will continue to be provided until that termination date. No refunds or credits will be provided for unused Services.
TRANSPARENT EDGE may terminate, in whole or in part, the Agreement and/or any Order, immediately, for the following causes:
TRANSPARENT EDGE will provide written notice of termination sufficiently in advance of its effective date, unless, at its sole discretion, a shorter notice is required due to possible operational, legal, or security risks. Termination for these causes will result in the deletion of the Client's account and the data associated with it. Any amount paid for the Service that has not been used upon termination of the Order will be kept by TRANSPARENT EDGE as compensation for the damages caused due to the cause of termination, without prejudice to TRANSPARENT EDGE's right to claim additional compensation from the Client corresponding to the repair of any damages that may have been caused to it.
The Client's existing intellectual property will remain theirs. The Client is solely responsible for the accuracy, quality, integrity, legality, reliability, ownership, and intellectual property or right to use the Content. The Client grants TRANSPARENT EDGE a worldwide, non-exclusive, irrevocable, indefinite, and royalty-free license to access, store, copy, transmit, and use the Content in connection with the Services and to improve the Service that TRANSPARENT EDGE provides to the Client, being able to use whatever information or data is necessary to detect future attacks more quickly and accurately.
All data, source codes, or information developed, derived, or provided by TRANSPARENT EDGE or its suppliers in providing Services under these GTC or an Agreement or Order, and any knowledge, methodology, or process used by TRANSPARENT EDGE to provide the Services, including, but not limited to, copyright, trademarks, patents, trade secrets, and any other inherent and related property rights to them (collectively, "TRANSPARENT EDGE Materials") but excluding any open source software, will be the exclusive property of TRANSPARENT EDGE or its suppliers. Aggregated data is the exclusive property of TRANSPARENT EDGE. The appearance of the Services is the intellectual property of TRANSPARENT EDGE.
The Client shall not use, nor allow others to use, a Service or any part thereof, in any way that is not suitable for the agreed purpose, including any type of modification or alteration of the Service. The Client shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or other trade secrets of the Services or the Site.
"Confidential Information" refers to all information disclosed by one party to the other party that is expressly designated as confidential or that can reasonably be understood as confidential given the nature of the information and the circumstances of disclosure.
The Client's confidential information includes the Client's content. TRANSPARENT EDGE's confidential information includes the Services and TRANSPARENT EDGE Materials. And each party's confidential information includes the terms and conditions of this Agreement and all Orders (including prices), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential information does not include any information that:
To protect the other party's confidential information, both parties will use the same degree of protection they use to protect the confidentiality of their own confidential information of a similar kind. Confidential information shall:
TRANSPARENT EDGE is not liable for the unavailability of the contracted Service or any anomaly in it caused by the Client's connection problems or general Internet anomalies or by force majeure or fortuitous events, as well as by causes that could not be foreseen unrelated to the good faith of TRANSPARENT EDGE or derived from the Client's own actions or by their inefficient and/or bad faith use. The Client expressly waives any claim of liability for possible damages caused by negligent or culpable actions on the part of the Client and that, in any case, such liability will be limited to the refund of the proportional amount paid by the Client for the period in which they had not received the contracted Service.
TRANSPARENT EDGE will not accept any liability arising from misuse or unlicensed use of a third-party program or software that requires such a license.
It will be the exclusive responsibility of each of the parties to contract the corresponding insurance policies that guarantee the possible liabilities arising from the provision or receipt of the Services contemplated in the Agreement and/or from its breach.
TRANSPARENT EDGE is expressly exempt from any type of liability that may arise from the Contents hosted by the Client in the contracted products, with the Client being responsible for assuming all civil, criminal, or any other type of liabilities. TRANSPARENT EDGE reserves the right to suspend or definitively cancel the Service contracted by the Client if it reliably detects any activity contrary to the Law, giving notice to the corresponding authorities if necessary and making available the Client's data required by the judicial authority.
TRANSPARENT EDGE's liability for all claims related to the Agreement or Service shall not exceed the amount of actual direct damages incurred by the Client, up to the amounts paid to TRANSPARENT EDGE during the twelve (12) months preceding the incident of the Order under which the claim is made.
In no event shall either party be liable to the other party for any loss of profits, revenue, or indirect, incidental, consequential, cover, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. The foregoing disclaimer of liability shall not apply to the extent prohibited by law. This Section shall not apply with respect to a breach of a party's confidentiality obligations under this document or with respect to damages for which a party has an obligation to indemnify the other party under this document.
The Client shall hold TRANSPARENT EDGE, its directors, subsidiaries, employees, agents, and contractors harmless from any third-party claims or demands, including reasonable attorneys' fees, arising from the Client's own actions or their inefficient and/or bad faith use of the Services.
Each party is responsible for complying with:
Unless otherwise specified in this document, any notice, demand, claim, or other communication under the Agreement or in relation to it must be in writing and notified to the other party at the address listed below, or any other address that a Party may specify by written notice to the other:
TRANSPARENT EDGE
C/ Cedaceros, 11. 6ºC, CP 28014 Madrid, Spain;
With a direct copy to the attention of TRANSPARENT EDGE-NAC, and by email to: info@transparentedge.eu
To the Client:
To the person and at the address specified in the Order.
In the absence of evidence of earlier receipt, any notice, demand, claim, or other communication shall be deemed received:
For the purposes of the preceding paragraph, any non-delivery and any inability to receive or access a notice, demand, claim, or other communication will be at the risk and expense of the receiving Party if, and to the extent that, such failure or inability is related to the result of an act or omission of the receiving Party, a mail server failure by the receiving Party, or a failure or interruption in the services of a third party that manages or hosts the mail server or mail exchanger used or operated by the receiving Party.
TRANSPARENT EDGE may update and modify these General Terms and Conditions. The updates will be binding from the effective date of their publication on the TRANSPARENT EDGE website. The continued use of the Service for more than thirty (30) days after the validity of said changes will constitute consent to them by the Client. If the Client does not agree with the modification, they may cancel an Order without penalty, in accordance with Section 6.1.
All matters related to the Client's access to or use of the Services will be governed by the laws of Spain.
Any dispute arising from the Agreement or related to it – including any question regarding its existence, validity, termination, interpretation, or execution – will be definitively resolved by arbitration at law, administered by the Court of Arbitration of the Official Chamber of Commerce, Industry and Services of Madrid, in accordance with its Arbitration Rules in force on the date of submission of the request for arbitration. The Arbitral Tribunal appointed for this purpose will consist of a sole arbitrator and the language of the arbitration will be Spanish.
Both Parties agree that no joint venture, partnership, employment, or agency relationship exists between the Client and TRANSPARENT EDGE as a result of this Agreement or use of the Services. The Client agrees that TRANSPARENT EDGE may publicly refer to the Client as a customer of the Services in a promotional or marketing communication.
If the Client, its Clients, or end-users disclose personal data to TRANSPARENT EDGE, the Client:
A Party will not be deemed to be in breach of any of its obligations under this Agreement if, and to the extent that, performance is prevented due to a Force Majeure circumstance, provided that the Party affected by such circumstance has:
The Party affected by a Force Majeure circumstance must make all reasonable efforts to avoid or minimize its effects on the performance of its obligations under the Agreement.
Upon the occurrence of a Force Majeure circumstance, the duration of the Service will be extended for the period of delay or inability to provide or receive the Service due to such circumstance, but if it continues for a continuous period of more than sixty (60) days, the other Party will have the right to terminate the Agreement.
The terms of these GTC and the Orders constitute the entire agreement regarding the Client's access to and use of the Services, superseding any prior agreement between the Parties. If any provision of these GTC or the Agreement is held to be illegal, void, or unenforceable, then that provisional provision will be deemed severable from the remaining provisions and will not affect the validity and enforceability of the remaining provisions. The failure of a Party to insist upon the enforcement of any provision of the Agreement will not affect the validity or enforceability or constitute a waiver of future enforcement of any provision of the Agreement.
The provisions of Sections 5.6, 7, 8, 9, 10, 11, and 14.2 and any other provision contained herein that by its nature or effect is required or intended to be observed after the termination of this Agreement shall survive termination and remain binding.
"Data Protection Legislation" refers to:
"Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Data Protection Officer" have the meaning given in the GDPR.
"Data Loss Event" refers to any event that results, or may result, in unauthorized access to Personal Data held by TRANSPARENT EDGE under the Agreement, and/or an actual or potential loss and/or destruction of Personal Data that breaches the Agreement, including any personal data breach.
"Data Subject Request" refers to a request made by, or on behalf of, a third party concerning their data, in accordance with the rights granted pursuant to data protection legislation to access their personal data.
"GDPR" refers to the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016).
"LED" refers to Directive (EU) 2016/680 of the European Parliament and of the Council, of April 27, 2016.
"Protective Measures" refers to appropriate technical and organizational measures which may include: pseudonymizing and encrypting personal data, ensuring the ongoing confidentiality, integrity, availability, and resilience of processing systems and services, ensuring that availability and access to personal data can be restored in a timely manner after an incident, and regularly testing and evaluating the effectiveness of such measures adopted by it.
"Sub-processor" refers to any third party appointed to process Personal Data on behalf of TRANSPARENT EDGE related to the Agreement.
The Parties acknowledge that, for the purposes of data protection legislation, the Client is the Controller and TRANSPARENT EDGE is the Processor. The only processing that TRANSPARENT EDGE is authorized to do is that required for the Services to be provided to the Client and may not be determined by TRANSPARENT EDGE. TRANSPARENT EDGE will immediately notify the Client if it considers that any of the Client's instructions infringe Data Protection Legislation. TRANSPARENT EDGE, in relation to the Personal Data processed in connection with its obligations under this Agreement:
TRANSPARENT EDGE shall notify the Client immediately if it:
TRANSPARENT EDGE's obligation to notify under the preceding Section shall include the provision of further information to the Client in phases, as details become available.
Taking into account the nature of the processing, TRANSPARENT EDGE shall provide the Client with full assistance in relation to either Party's obligations under Data Protection Legislation and any complaint, communication, or request made under this Section (and insofar as possible within the timescales reasonably required by the Client).
TRANSPARENT EDGE shall maintain complete and accurate records and information to demonstrate its compliance with this clause. TRANSPARENT EDGE shall designate a data protection officer if required by data protection legislation. Before allowing any Sub-processor to process any Personal Information related to this Agreement, TRANSPARENT EDGE must:
The Client may, at any time on not less than thirty (30) business days' notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to the Agreement).
The parties agree to take account of any guidance issued by any regulatory authority in relation to personal data. The Client may, on not less than thirty (30) business days' notice, notify the Contractor and amend this agreement to ensure that it complies with any guidance issued by any regulatory authority in relation to Personal Data.
Last revision date: January 2024