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 Customer (collectively, “Customers”).
The following terms (unless otherwise expressly stated or unless the context otherwise requires) for all purposes of these GTC shall have the meanings specified below:
“Aggregate Data” means data and information including, without limitation, network traffic, server log files or other attributes that have been calculated or derived from the use of the TRANSPARENT EDGE Service.
“Agreement” means the contract made between the Customer and TRANSPARENT EDGE when the Customer uses a Service or places an Order, the terms and conditions of which are comprised (in order of priority) of the TRANSPARENT EDGE GTC and the terms of any Order.
“Business Days” means the period from Monday to Friday, with the exception of official holidays in Madrid, Spain.
“Content” means the data and information made available, displayed or transmitted in connection with the Customer’s use of the Service, whether originating from the Customer, its users or others.
“Customer” means the company or other entity for which you accept this Agreement and the affiliates of that company or entity named in the Order.
“Order” means the agreement indicating the purchase of a Service.
“Service(s)” means the features, functionalities and other services offered by TRANSPARENT EDGE as part of its product offering.
“Service Availability” means the Customer’s ability to transmit and receive Customer Content over the TRANSPARENT EDGE network.
“TRANSPARENT EDGE” refers to TRANSPARENT EDGE SERVICES, S.L., a Spanish limited liability company, with tax identification number B-85363141 and registered office at c/ Cedaceros 11, 2º E, CP 28014 Madrid, Spain.
2. SCOPE OF SERVICES. ORDER PROCEDURE. LEGAL DOCUMENTS AND OBLIGATIONS.
2.1. Scope of the Services.
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 out in the Order.
2.2. Order Procedure.
In the event that the Customer wishes to use the Services of TRANSPARENT EDGE, the Customer shall make a service request to TRANSPARENT EDGE to that effect.
Any service request must be submitted by completing the online purchase process on the TRANSPARENT EDGE website (www.transparentedge.eu).
2.3. Legal documents.
Each placement of an Order shall constitute a separate and independent agreement. The use of a Service indicates that the Customer agrees to comply with these GTC. Each Order shall be subject to the provisions of the GTC in effect at the time of Order placement or use of the Service, whichever occurs first. For subsequent Orders, any prior Order in effect shall be governed by the version of the GTC in effect at the time the subsequent Order is placed.
2.4. Security of Accounts.
The Customer is solely responsible for the adequate security, protection and backup of the Customer’s Content and technology. TRANSPARENT EDGE disclaims any and all liability for any claims or losses related to the Customer’s Content or technology caused directly or indirectly by the Customer or others. The Customer is responsible for all Content posted and activity occurring on the Customer’s account, whether by authorized or unauthorized users.
2.6. Support and Availability.
TRANSPARENT EDGE will provide support for the Service, including the provision of bug fixes and updates, in accordance with the applicable Service Level provisions set forth in Section 4.
3. ACCEPTABLE USE.
By using or accessing the TRANSPARENT EDGE Services, the Customer agrees not to use in any jurisdiction any Content that, directly or indirectly, links TRANSPARENT EDGE with illegal, obscene, offensive or fraudulent content or activity, nor to cause damage, interfere with or violate the integrity or security of a network or system, circumvent filters, send unsolicited, abusive or deceptive messages, viruses or harmful code, or violate the rights of any third party.
If there is any complaint or notice of violation, use of the Services may be suspended until resolved and terminated. The Customer shall not use or permit the use of the TRANSPARENT EDGE Services to:
4. LEVEL OF SERVICE.
4.1. Service level guarantee.
TRANSPARENT EDGE guarantees the availability of the Service of the TRANSPARENT EDGE network at 99.95%. If the availability of the Service falls below this level TRANSPARENT EDGE will issue a credit to the Customer in accordance with this section (service credit).
TRANSPARENT EDGE will maintain measurement tools to determine compliance with the above Service Availability and, except in the case of error, will be the basis for determining compliance or non-compliance with the Service Availability set forth herein.
4.2. Exclusions from Service Level Guarantee.
A service credit will not be issued and this Section 4 will not apply if:
4.3. Maintenance of TRANSPARENT EDGE networks.
Scheduled or emergency maintenance (including temporary suspension of Service) to maintain or modify the network or Services will not be counted as outage time. TRANSPARENT EDGE reserves the right to modify its network, system configuration or routing configurations at any time without prior notice to the Customer. TRANSPARENT EDGE may, at its sole discretion and without liability, change or modify the features and functionality of a Service or modify or replace any hardware or software in the network or in the equipment used to deliver any Service over the network, provided there is no material adverse effect on the requested service.
5. DURATION, SERVICE CHARGES, REFUNDS AND TAXES
The duration of a Service (the “Term”) shall be determined in the Order and shall be related to the use of the Platform.
5.2. Charges for the Service.
The charges stated in any Order are prices in Euros, unless otherwise expressly stated. All prices are quoted as net prices and exclusive of VAT. Customer shall provide TRANSPARENT EDGE with valid and current credit card information and authorize TRANSPARENT EDGE to charge such 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 on a monthly basis. TRANSPARENT EDGE reserves the right to request prepayment.
If TRANSPARENT EDGE has not received payment within fifteen (15) business days immediately following the accrual of payment it shall be entitled to terminate the Agreement and demand compensation for non-performance, costs and losses born as a result of the Customer’s non-performance.
The Customer authorizes TRANSPARENT EDGE to charge by 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 in TRANSPARENT EDGE’s sole and absolute discretion. Customer may make a claim against charges that it believes may be erroneous by sending TRANSPARENT EDGE notice to that effect, with supporting documentation for the claim, within ten (10) business days immediately prior to the payment due date. A claim in respect of an invoice shall only be taken into consideration in the event that the claim specifies the relevant invoice(s) and provides adequate motivation for the claim. In such a case, the Parties shall attempt to resolve the dispute amicably within twenty (20) days of TRANSPARENT EDGE’s receipt of the Customer’s complaint. If a charge is not claimed in accordance with this Section 5.2, payment is due in full and the Customer waives all rights to claim the charge. In the event that the Parties do not resolve the claim amicably within twenty (20) days of TRANSPARENT EDGE’s receipt of Customer’s claim, each Party shall have the right to commence dispute resolution in accordance with Section 14.2.
5.3. Credits and Refunds.
Payments are non-refundable. Except as specifically provided in Section 4, TRANSPARENT EDGE reserves the right to grant credit, make credits or apply discounts in its sole and absolute discretion. The granting of facilities shall not entitle Customer to, nor obligate TRANSPARENT EDGE with respect to future credit or discounts. Credit will be applied to future invoices and are not transferable between Orders or Services.
5.4. Changes (upgrades/restorations).
Any changes to any Order and/or the provision of Services shall be mutually agreed between the Parties. Agreed changes shall entail the Customer’s authorisation to TRANSPARENT EDGE to charge additional fees or price increases for the Services resulting from a change or upgrade. Credit will be granted only in the event that the change involves a reduction in the Service contracted by the Customer and the Customer has paid in advance. No refunds or credit will be given if the Customer cancels or downgrades a free Service.
TRANSPARENT EDGE may immediately and automatically discontinue the Service in the event that any of the invoices issued are unpaid at the end of ten (10) business days after the respective due date. As a courtesy to avoid unnecessary interruption of the Service, TRANSPARENT EDGE may give the Customer prior notice of suspension of the Service for non-payment. Services will be resumed within two (2) business days after receipt of the overdue payment. The Customer will continue to be charged during the period of suspension until the Order is canceled. Customer shall not be entitled to any credit under the Service level guarantee referred to in Section 4 during the period of suspension.
The prices do not include taxes, levies or tax obligations of any nature, including, for example, VAT or withholding taxes, which are levied on the provision of the Services and which are applicable (collectively, “Taxes”), the payment of which shall be the responsibility of the Customer. Notwithstanding the foregoing, TRANSPARENT EDGE shall not invoice the Customer for Taxes for which the Customer is the beneficiary of a tax exemption, provided that in advance of the issuance of the invoice the Customer has provided a valid exemption certificate in a form reasonably acceptable to TRANSPARENT EDGE.
6.1. Termination by mutual agreement.
Either Party may terminate an Order at any time, without cause, by giving written notice to the other Party at least thirty (30) business days prior to the effective date of termination. The Services shall continue to be provided until such termination date. No refunds or credit will be provided for unused Services.
6.2. Grounds for Termination.
TRANSPARENT EDGE may terminate, in whole or in part, the Agreement and/or any Order, immediately, for the following causes:
TRANSPARENT EDGE will provide notice of termination in writing well in advance of its effective date, unless, in its sole discretion, shorter notice is required due to potential operational, legal or security risks. Termination for these reasons will result in the deletion of the Customer’s account and the data associated with it. Any amount paid for the Service that has not been used upon termination of the Order shall remain in favor of TRANSPARENT EDGE as compensation for the damages caused by the cause of termination, without prejudice to TRANSPARENT EDGE’s right to claim from the Customer any additional compensation for any damages that may have been caused by the Customer.
7. PROPERTY RIGHTS.
7.1. Proprietary rights and license of the Customer.
The Customer’s existing intellectual property shall remain its own. The Customer is solely responsible for the accuracy, quality, completeness, legality, reliability, ownership and intellectual property or right of use of the Content. The Customer grants TRANSPARENT EDGE a worldwide, non-exclusive, irrevocable, indefinite and free license to access, store, copy, transmit and use the Content in connection with the Services and to improve the Service provided by TRANSPARENT EDGE to the Customer, and may use any information or data necessary to detect future attacks more quickly and accurately.
7.2. Proprietary rights of TRANSPARENT EDGE.
All data, source code 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 know-how, methodology or process used by TRANSPARENT EDGE to provide the Services, including, but not limited to, copyrights, trademarks, patents, secret transactions and any other proprietary rights inherent in and related thereto (collectively, “TRANSPARENT EDGE Materials”) but with the exception of any open source software, shall be the exclusive property of TRANSPARENT EDGE or its suppliers. Aggregate data is the exclusive property of TRANSPARENT EDGE. The appearance of the Services is the intellectual property of TRANSPARENT EDGE.
The Customer shall not use, or permit others to use, a Service or any part thereof in any way that is not fit for the agreed purpose, including any modification or alteration of the Service. The Customer 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.
8.1. Definition of Confidential Information.
“Confidential Information” means all information disclosed by one party to the other party that is expressly designated as confidential or that could reasonably be understood to be confidential given the nature of the information and the circumstances of the disclosure.
Confidential information of the Customer includes the Customer’s content. TRANSPARENT EDGE’s confidential information includes the Services and TRANSPARENT EDGE Materials. Each party’s Confidential Information includes the terms and conditions of this Agreement and all Orders (including pricing), 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:
8.2. Protection of Confidential Information.
Both parties shall use the same degree of protection to protect the confidential information of the other party as they use to protect the confidentiality of their own confidential information of a similar nature. Confidential information shall:
9. LIABILITY OF TRANSPARENT EDGE.
TRANSPARENT EDGE accepts no liability for the unavailability of the contracted Service or for any anomaly in the same caused by the Customer’s connection problems or general anomalies in the Internet or by fortuitous causes or force majeure, as well as by causes that could not be foreseen beyond the good faith of TRANSPARENT EDGE or derived from the Customer’s own actions or from its inefficient and/or bad faith use. The Customer expressly renounces any claim for liability for possible damages caused by negligent or culpable actions on the part of the Customer and that, in any case, such liability will be limited to the refund of the proportional amount paid by the Customer for the period in which the contracted Service was not received.
TRANSPARENT EDGE will not accept any liability arising from the misuse or unlicensed use of a software of a third party that requires such a license.
It will be the exclusive responsibility of each of the parties to take out the corresponding insurance that guarantees the possible liabilities arising from the provision or receipt of the Services contemplated in the Agreement and/or their non-fulfilment.
TRANSPARENT EDGE is expressly exonerated from any type of liability that may derive from the Contents hosted by the Customer in the contracted products, and the Customer is responsible for assuming all civil, criminal or any other type of liability. TRANSPARENT EDGE reserves the right to suspend or definitively cancel the Service contracted by the Customer if it detects in a reliable manner any activity contrary to the Law, giving notice to the corresponding authorities and placing at their disposal the Customer’s data required by the judicial authority.
10. LIMITATION OF LIABILITY.
10.1. Monetary Damages.
TRANSPARENT EDGE’s liability for all claims relating to the Agreement or Service shall not exceed the amount of actual direct damages incurred by Customer, up to amounts paid to TRANSPARENT EDGE during the twelve (12) months prior to the incident of the Order under which the claim is made.
10.2. Exclusion of Consequential and Related Damages.
In no event shall either party be liable to the other party for any loss of profits, revenue or indirect, incidental, consequential, coverage 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 shall not apply to the extent prohibited by law. This Section shall not apply with respect to a party’s breach of confidentiality obligations hereunder or with respect to damages for which a party has an obligation to indemnify the other party hereunder.
Customer shall hold TRANSPARENT EDGE, its directors, subsidiaries, employees, agents and contractors harmless from any third-party claim or demand, including reasonable attorneys’ fees, arising out of Customer’s own actions or its inefficient and/or bad faith use of the Services.
12. COMPLIANCE WITH LAWS.
Each party is responsible for complying with:
Unless otherwise specified herein, any notice, demand, claim or other communication under or in connection with the Agreement shall be in writing and served on the other party at the address set forth below, or such other address as a Party may specify by written notice to the other:
C/ Cedaceros, 11. 2ºE CP 28014 Madrid, Spain;
Copied directly to the attention of TRANSPARENT EDGE-NAC, and by email to: firstname.lastname@example.org
To the Customer:
To the person and at the address specified in the Order.
In the absence of evidence of receipt above, any notice, demand, claim or other communication shall be deemed to have been received:
For purposes of the preceding paragraph, any failure of delivery and any inability to receive or access a notice, demand, claim or other communication shall 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 failure of the mail server 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.
14. ADDITIONAL TERMS AND CONDITIONS.
TRANSPARENT EDGE may update and modify these General Terms and Conditions. Updates will be binding as of the effective date of their publication on the TRANSPARENT EDGE website. Continued use of the Service for more than thirty (30) days after the validity of such changes shall constitute the Customer’s consent to such changes. If the Customer does not agree to the modification, it may cancel an Order without penalty in accordance with Section 6.1.
14.2. Applicable law, jurisdiction and dispute resolution.
All matters relating to Customer’s access to or use of the Services shall be governed by the laws of Spain.
Any dispute arising out of or relating to an Agreement – including any question relating to its existence, validity, termination, interpretation or performance – shall be finally settled by arbitration at law, administered by the Madrid Court of Arbitration, in accordance with its Arbitration Rules in force at the date of filing of the request for arbitration. The Arbitral Tribunal appointed for this purpose shall be composed of a single arbitrator and the language of the arbitration shall be Spanish.
14.3. Relationship of the Parties.
Both Parties agree that no joint venture, partnership, employment or agency relationship exists between the Customer and TRANSPARENT EDGE as a result of this Agreement or use of the Services. Customer agrees that TRANSPARENT EDGE may publicly refer to Customer as a customer of the Services in an advertising or marketing communication.
14.4. Personal Data and Third-Party Providers.
If the Customer, its Customers or end users disclose personal data to TRANSPARENT EDGE, the Customer:
14.5. Force Majeure.
A Party shall not be deemed to be in breach of any of its obligations under this Agreement if, and to the extent that, performance is due to a Force Majeure circumstance, provided that the Party affected by such circumstance has:
The Party affected by a Force Majeure circumstance shall 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 shall be extended by the period of delay or inability to provide or receive the Service due to such circumstance, but if the same continues for a continuous period of more than sixty (60) days, the other Party shall have the right to terminate the Agreement.
14.6. Entire Agreement.
The terms of these GTC and the Orders constitute the entire agreement with respect to Customer’s access to and use of the Services, superseding any prior agreements between the Parties. If any provision of these GTC or the Agreement is declared illegal, void or unenforceable, then that interim provision shall be deemed severable from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. The failure of a Party to insist on the enforcement of any provision of the Agreement shall not affect the validity or enforceability or be a waiver of the 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 provisions contained herein which by their nature or effect are required or intended to be observed after termination of this Agreement shall survive termination and remain binding.
15.DATA PROTECTION POLICY.
15.1. Definition of clauses.
“Data Protection Legislation” means:
“Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Data Protection Officer” has the meaning given in the GDPR.
“Data Loss Event” means 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 in breach of the Agreement, including any Personal Data Breach.
“Data Subject Request” means a request made by, or on behalf of, a third party relating to your data, in accordance with the rights granted under data protection legislation to access your Personal Data.
“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016).
“LED” means Directive (EU) 2016/680 of the European Parliament and of the Council of 27 April 2016.
“Protective Measures” means appropriate technical and organizational measures which may include: pseudonymising and encrypting Personal Data, ensuring the confidentiality, integrity, availability and resilience of systems and services, ensuring that availability and access to Personal Data can be restored in a timely manner following an incident, and regularly assessing and evaluating the effectiveness of such measures taken by it.
“Sub-processor” means any third party appointed to process Personal Data on behalf of TRANSPARENT EDGE in connection with the Agreement.
15.2. Data protection.
The Parties acknowledge that, for the purposes of data protection legislation, the Customer 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 that are provided to the Customer and cannot be determined by TRANSPARENT EDGE. TRANSPARENT EDGE will notify the Customer immediately if it considers that any of the Customer’s instructions infringe Data Protection Legislation. TRANSPARENT EDGE shall, in relation to Personal Data processed in connection with its obligations under this Agreement:
TRANSPARENT EDGE will notify the Customer immediately if:
TRANSPARENT EDGE’s obligation to notify under the above Section shall include the provision of additional information to the Customer in stages, as details become available.
Having regard to the nature of the Processing, TRANSPARENT EDGE shall provide the Customer with full assistance in relation to either Party’s obligations under the Data Protection Legislation and any complaint, communication or request made under this Section (and as far as possible within the timescales reasonably required by the Customer).
TRANSPARENT EDGE shall maintain complete and accurate records and information to demonstrate its compliance with this clause. TRANSPARENT EDGE will appoint a data protection officer if required to do so by data protection legislation. Before allowing any Sub-processor to process any Personal Information in connection with this Agreement, TRANSPARENT EDGE must:
Customer may, at any time and on not less than thirty (30) business days’ notice, revise this clause by replacing it with any applicable driver to Processor standard clauses or similar terms forming part of an applicable certification scheme (to be applied when incorporated by annex to the Agreement).
The parties agree to have regard to any guidance issued by any regulatory authority in relation to personal data. The Customer may, within no less than thirty (30) Business Days, give notice to 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 updated: October 2023