CLAUSES
FIRST.- This partnership contract will be governed by the provisions of this document by virtue of the provisions of article 1546 of the Civil Code, as well as the principle of freedom of agreement established in article 1255 of the Civil Code and under of contractual good faith and the exercise of the rights provided for in articles 1257 and 1258 of the same Legal Text.
SECOND.- The purpose of this partnership contract is to establish the criteria on which to base the relationship between the Partner and Transparent Edge Services.
This partnership contract is established in general for the transfer by reference of the contact data of the opportunities detected by the Partner that may be of interest to Transparent Edge Services.
THIRD.- Transparent Edge Services offers the Partner a 5% commission on the net billing made during the period of one year with respect to the referenced business opportunity. Said commission will be payable on a monthly basis, conditional on effective payment by the client obtained for the referenced and closed opportunity.
If the end client defaults, payment of the commission to the Partner will be postponed until Transparent Edge Services collects said invoices.
In order to receive payment under this agreement, Partner must (i) accept and comply with the terms and conditions of this agreement; (ii) provide all account information, including banking information to proceed with payment; (iii) send all valid tax documents.
All payments made by Transparent Edge Services will be made by bank transfer and no payments will be made in any other way, and it is the partner’s responsibility to keep the information related to the bank account in which to make the payment up to date.
FOURTH.- Transparent Edge Services will be responsible for the commercial dialogue with the referenced opportunity, for offering the best possible offer to close said opportunity, and for carrying out the technical tasks of implementation, onboarding and support of this opportunity.
FIFTH.- For all purposes, the referenced opportunity will be considered the one that the Partner transmits to Transparent Edge Services, with Transparent Edge Services reserving the power to admit said opportunity or not, establishing a maximum period of one (1) month for Transparent Edge Services communicate to the Partner the decision to continue or not with the referenced opportunity. The period of one year for which the Partner will earn his commission, as stipulated in the Third clause, will begin to count from the day following said communication, in the event that the referenced opportunity is accepted by Transparent Edge Services.
SIXTH.- The specific responsibilities of Transparent Edge Services will be:
The Partner’s specific responsibilities will be:
SÉPTIMA.- Qualified transactions and fair play.
a. Reference Eligibility Requirements. Opportunities must be registered, accepted and validated in accordance with the “Lead Submission, Acceptance and Validity” or “Shared Leads” sections. The Partner will not be considered eligible to receive monetary compensation or any other type of compensation from Transparent Edge Services if: (i) such compensation is not permitted or is limited by laws or regulations of the European Union, by state laws or regulations , regional or local in Spain, or laws or regulations of the partner’s jurisdiction; (ii) the applicable End User objects to or prohibits the inclusion of such compensation, or excludes such compensation from its payments to Transparent Edge Services or any of its affiliates; (iii) Transparent Edge Services determines that the Partner is acting, or has acted, in a manner that reflects negatively on the image it projects, or affects its own prospects or clients in connection with a particular transaction; (iv) the end user has paid or will pay the agreed commissions, referral fees or other remuneration directly to the Partner; or (v) the end user is the Partner.
In competitive situations with other partners, Transparent Edge Services may choose to allow cross-selling or provide remuneration per referenced and earned opportunity to the partner who secures the transaction with the end user, which could result in the opportunity not being remunerated even if there is been registered.
b. Presentation, acceptance and validity of prospectuses. Partner must register each lead with Transparent Edge Services using the notification channels provided for this purpose before closing a qualified opportunity. To register leads, Partner must provide, at a minimum, the following information for each lead: contact first and last name, email, URL, and company name. Generally, Transparent Edge Services will point out referenced opportunities, in its reasonable discretion (i) you are a new potential client of Transparent Edge Services and; (ii) is not, at the time of submission of the information or sixty (60) days prior, a pre-existing customer participating in our active sales process or an affiliate of the Partner; and (iii) is a legitimate prospect with legally obtained contact information.
Notwithstanding the foregoing, Transparent Edge Services will have complete freedom to accept or not accept a prospect, according to its reasonable discretion, and may do so when a registration is received or for not complying with the requirements defined in this clause SEVENTH.b at any time. after submission, even if it was initially accepted. At the time of registration, Transparent Edge Services can advise the Partner if a prospect is eligible for cross-selling.
A prospectus is not considered valid: (i) if it has not been registered; (ii) if it is not accepted; (iii) if it has expired; (iv) if you exceed registered capacity limits or other applicable limits; or (v) after this partnership agreement has expired or been terminated.
Once the valid lead is ready for purchase, at Transparent Edge Services’ discretion, the order will be accepted and the contracted service will be provided to the end user to complete a qualified opportunity.
If a prospect does not purchase your service before their registration expires, the Partner will need to complete the registration process again to re-qualify and earn commissions for that opportunity.
Partner must have a written and available policy and certify that it provides prospect information in accordance with applicable laws and regulations, as well as its own privacy policy.
c. Transparent Edge Services Leads. Transparent Edge Services may present or send information about one of its own leads to the partner when it identifies that such prospect could be interested in the services offered by the Partner itself, and may do the same for other partners, even in the case of the same Transparent Edge Services lead. . The Partner may use the information provided about the Transparent Edge Services lead only to promote and sell the services it offers and not for any other purpose, unless authorized by the Transparent Edge Services lead. Immediately upon request from Transparent Edge Services or the Transparent Edge Services lead, Partner must discontinue all use of such information and delete it from its records. Transparent Edge Services considers Transparent Edge Services leads to be confidential information and must be treated in accordance with the “Confidentiality” section below.
d. Shared leads. If Transparent Edge Services participates in the same sales process as the Partner and this results in the sale of the service to a prospect that would otherwise have been invalid on the basis that (i) it is not registered; (ii) was not accepted; (iii) expired; or (iv) exceeds the capacity limit or any other applicable limit, called a “Shared Lead”, and the Partner has an active commitment to such shared lead, Transparent Edge Services, in its discretion, may determine that it be considered a registered lead , accepted and validated for the purposes of “Eligibility” mentioned above.
Transparent Edge Services may request Partner to provide evidence of active engagement with the shared lead.
e. Interaction with prospects and end users. Transparent Edge Services may interact directly with a prospect, lead or end user (i) to enable the cross-selling program; (ii) to complete the implementation and onboarding process; (iii) to perform or enforce obligations under the agreement with such prospectus; (iv) to provide assistance; (v) to conduct standard sales and marketing activities with prospects; (vi) to proceed with the billing and collection of the service provided; or (vii) in any other manner permitted by this partnership agreement.
In any case, Transparent Edge Services may request the Partner’s collaboration in the interaction carried out with the end user, and the Partner must provide the contact information of the prospect, in addition to presenting Transparent Edge Services as the service provider. If a lead is invalid, Transparent Edge Services reserves the right to retain it in its database and interact with it.
Upon request by Transparent Edge Services, Partner may participate in calls and communications with the end user in an effort to help close the opportunity or to provide quality service and for the purpose of managing the Partner Program. .
If as a result of the interactions a qualified transaction arises and the opportunity is closed, the end user will sign a direct contract with Transparent Edge Services to provide the contracted services.
EIGHTH.- This partnership contract will have an initial duration of twelve (12) months from its signing on the date indicated in the header of the first page (period of “initial duration”), being understood to be extended if none of The two parties express their willingness not to extend it in accordance with what is indicated in the following paragraph of this same clause.
The communication regarding the desire not to extend this contract must be communicated by either party to the other at least thirty (30) days in advance of the end date of the Initial duration or, as the case may be, , any of its possible extensions.
In the event that the communication regarding the desire not to extend this contract by any of the parties is not made with the advance notice indicated to the end of the initial duration or, where applicable, any of its possible extensions, the contract will be terminated. will be considered extended for successive periods of twelve (12) months.
NINTH.- Property rights.
a. Copyright of Transparent Edge Services. No software license is granted through this partnership agreement. Transparent Edge Services products and services are protected by intellectual property laws. Transparent Edge Services products are owned and operated by Transparen Edge Services. Transparent Edge Services reserves ownership rights to Transparent Edge Services products. Partner agrees not to copy, rent, lease, sell, distribute or create derivative works based in whole or in part on the Transparent Edge Services content or Transparent Edge Services products by any means, except as expressly authorized by Partner. expressed in writing. Transparent Edge Services, Transparent Edge, the Transparent Edge Services jellyfish design, the Transparent Edge Services logos and other marks used from time to time are registered trademarks of Transparent Edge Services and may not be used by Partner without prior written permission. , unless otherwise established in this partnership agreement.
We encourage all customers and partners to share their opinion on Transparen Edge Services products and services, provide suggestions for improvement, and upvote those they consider appropriate. Partner agrees that all comments and suggestions are not confidential and that Transparent Edge Service owns all rights to use them and incorporate them into Transparent Edge Services products without payment.
b. End user property rights. In relationships between Partner and end user, Partner reserves the right to access and use the end user portal associated with Transparent Edge Services products and services, regardless of whether Partner placed the order instead of an end user. or if you made or make payments on behalf of an end user. End User will own, and retain all rights to, End User Data.
TENTH.- Confidentiality.
a. The receiving party shall: (i) protect the privacy of the disclosing party’s Confidential Information using the same care that it gives its own Confidential Information, and at no time less than reasonable; (ii) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; (iii) not disclose the disclosing party’s Confidential Information to third parties; and (iv) limit access to the Disclosing Party’s Confidential Information to its employees, contractors and representatives who need access to it for reasons consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing no less stringent protections. than those of this document.
b. The receiving party may disclose Confidential Information of the disclosing party if it is necessary to do so pursuant to any European Union law, national, regional or local law, statute, rule or regulation, subpoena or legal process of Spain; provided that (i) the receiving party provides the disclosing party with immediate notice of any request it receives to disclose confidential information, in sufficient advance notice to allow the disclosing party to oppose the request or obtain an appropriate court protective order or , if such notice is prohibited by law, the receiving party must disclose the minimum amount of confidential information that is required to be disclosed pursuant to the legal protection; and (ii) in no event will the receiving party disclose confidential information to a party other than a state agency, and always pursuant to a valid order of a competent court of law requesting the specific disclosure.
c. Injunctive relief. Each party acknowledges that unauthorized use or disclosure of the other party’s confidential information could cause irreparable harm. Therefore, each party agrees that the other party will have the right to immediate relief from any breach or threatened breach of the “Confidentiality” section of this Agreement, as well as the right to exercise any and all other rights and pursue any type of legal or equitable remedy available for such non-compliance.
d. Traffic of confidential information. During the term of this agreement with Transparent Edge Services, the Partner, management team, staff and agents (collectively, the “Partner Representatives”) may be exposed to non-public inside information about our company. Representatives of the Partner understand that they may be considered to have violated applicable laws if they obtain any benefit from such information.
ELEVENTH.- Validity and termination.
a. Termination without justified cause. Either Partner or Transparent Edge Services may terminate this agreement upon at least thirty (30) days prior written notice to the other party.
b. Termination due to changes in the agreement. If Transparent Edge Services updates or replaces the terms of this agreement, Partner may terminate without cause upon five (5) days written notice provided that Partner provides written notice within ten (10) days of receipt of the notice. exchange.
c. If the Partner continues to participate in the program and Transparent Edge Services has not received any notice pursuant to this section, all changes will be deemed accepted fifteen (15) days after the notice has been provided.
d. Termination for justified cause. Transparent Edge Services may terminate this agreement, revoke acceptance of a referenced opportunity, or suspend Partner’s or end user’s access to Transparent Edge Services products in the following situations: (i) thirty (30) days after giving notice of serious breach if it remains unresolved at the end of that period; (ii) automatically within thirty (30) days of non-compliance with the program requirements applicable to Partner Referral; (iii) fifteen (15) days after giving notice of non-payment of any amount owed if such amount remains outstanding at the end of that period; (iv) immediately, if the Partner becomes the subject of a bankruptcy petition or any other procedure related to insolvency, intervention, liquidation or assignment for the benefit of creditors; (v) immediately, if Partner or the end user violates the customer terms of service, including if Partner fails to meet its payment obligations to Transparent Edge Services or its affiliates or violates European Union laws or regulations, local, regional, state, or foreign; (vi) immediately, if Partner breaches its confidentiality obligations under this Agreement or violates or misappropriates Transparent Edge Services’ intellectual property rights or (vii) immediately, if Transparent Edge Services determines that Partner is acting, or has acted, in a way that has had or could have negative repercussions for Transparent Edge Services, or its prospects and clients.
e. Effects of termination. Termination of this Agreement for any reason does not terminate Partner’s subscription service or any subscription service purchased by Partner on behalf of an end user. The purchase and use of subscription services are governed by the terms of service for customers. Otherwise, termination of this agreement (i) without cause by Transparent Edge Services or (ii) by Partner with cause will not affect Transparent Edge Services’ obligation to pay Partner for commissions accrued up to the date of termination, as long as the respective payment by the end user is recognized by Transparent Edge Services within thirty (30) days after the date of said termination. The Referral Partner will receive one (1) final revenue sharing payment at the end of the quarter in which the agreement is terminated and when the related payment is recognized by the end user. In the event of termination without cause by Partner or for cause by Transparent Edge Services, Transparent Edge Services’ obligation to pay and the right to receive any distribution of income from Partner will terminate on the date of such termination, regardless of whether may have been eligible to receive such income distribution before this date. Except as set forth in this section, Partner will not be deemed eligible to receive a share of the proceeds after termination of this agreement.
f. Upon termination, Partner will stop using and delete all Transparent Edge Services leads and shared leads if they were provided by Transparent Edge Services and if you do not have the consent of those leads to continue using their data and information. Additionally, the leads will not be considered valid and Transparent Edge Services may choose to keep them in its database and interact with them.
g. Partner will immediately discontinue use of the Transparent Edge Services trademark and remove all Transparent Edge Services logos, isotypes and insignia and references to this program on its website and other materials. Termination of this Agreement will not terminate any subscription agreement or end user agreement.
TWELFTH.- Declarations and guarantees of the partners.
Partner represents and warrants that: (i) it has all necessary rights and permissions to provide lead data to us for our use in sales and marketing efforts or as set forth in this agreement; (ii) your participation in this program will not conflict with any of your existing agreements or arrangements; and (iii) owns or has sufficient rights to use and grant Transparent Edge Services the right to use the participant’s marks.
THIRTEENTH.- Legal notices; limitations of liability.
a. Exclusion of guarantees. Except as set forth in the “Performance Guarantee” section of the Customer Terms of Service, we and our affiliates and agents make no representations about, or warranties about, the suitability, reliability, availability, timeliness, security, accuracy, or completeness of the Transparent Edge Services products, data synchronized with or available from Transparent Edge Services, Transparent Edge Services content, partner program, optional programs, Transparent Edge Services demo account, or consulting services for any purpose. Transparent Edge Services application programming interfaces (APIs) and demo account may not be available at all times. To the extent permitted by law, Transparent Edge Services products, Transparent Edge Services content, the program, optional programs and transparent edge services demo account are provided “as is” without any warranty or condition. We disclaim all warranties and conditions of any kind regarding the Transparent Edge Services products, the Transparent Edge Services content, the program, any add-on programs and the Transparent Edge Services demo account, including all implied warranties or conditions of merchantability. , fitness for a particular purpose, title and non-infringement.
b. Exclusion of indirect damages. Except for your liability under our obligations defined in the “Confidentiality” section and your liability for breach of our intellectual property rights, and to the extent permitted by law, in no event will either party be liable for consequential damages, punitive or consequential, including loss of profits or business opportunities.
c. Disclaimer. Notwithstanding the other terms of this agreement, if we decide to have any liability to you or any third party, the parties agree that such total liability will be limited to the total amounts of the income distribution that you have obtained in the twelve (12) period. months prior to the event that gave rise to a claim. The foregoing limitation shall apply regardless of whether the action is in contract or tort, and regardless of the theory of liability that applies.
d. Transparent Edge Services Demo Account and Optional Programs. We disclaim all liability with respect to the Transparent Edge Services demo account and any optional programs you use. We do not promise the availability of the Transparent Edge Services demo account or optional programs and may do this at our discretion.
FOURTEENTH.- Non-capture.
Partner agrees not to intentionally recruit for employment purposes any of Transparent Edge Services’ employees or contractors during the term of this agreement and for a period of twelve (12) months following the termination of this agreement. Both Partner and Transparent Edge Services acknowledge that (i) no public employment offer or other type of public recruitment offer not specifically directed to such person will be considered a recruitment for the purposes of this provision and (ii) this provision is not intended in order to limit the mobility of any of our employees or contractors.
FIFTEENTH.- General Provisions.
a. Modification; non-exemption. Transparent Edge Services may update and change any part or all of this agreement, including replacing it in its entirety. If you do so, the updated document will be published at the following URL https://www.transparentedge.eu/en/partner-referral-agreement/ and a notification will be sent on the application portal or by email . The updated agreement will become effective and binding on the next business day after its publication. When you modify this Agreement, the “Last Modified” date above will be updated to reflect the date of the last version. We recommend that you periodically review this agreement.
If Partner does not agree to the upgrade or replacement, they may terminate their contract as described above.
No delay in exercising any right or remedy or failure to object shall constitute a waiver of such right or remedy or any other right or remedy. An occasional waiver shall not constitute a waiver of any future rights or remedies.
b. Applicable law. All matters related to this partnership contract will be governed by the laws of Spain.
Any controversy arising from or relating to an agreement – including any question relating to its existence, validity, termination, interpretation or execution – will be definitively resolved by legal arbitration, administered by the Court of Arbitration of Madrid, in accordance with its Arbitration Regulations in force on the date of submission of the arbitration request. The Arbitration Court designated for this purpose will be composed of a single arbitrator and the language of the arbitration will be Spanish.
c. Force Majeure. Neither party will be liable for any failure or delay in performance if the cause is: an act of war, hostility or sabotage; force majeure, power outage, internet or telecommunications that is not caused by the compromised party; government restrictions; or any other event beyond the reasonable control of the involved party. Each party will use all reasonable efforts to mitigate the effect of a force majeure event.
d. Permitted actions. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of its form, arising out of or in connection with this agreement, may be brought by either party more than one (1) year after the cause of action.
e. Relationship between the parties. Both Partner and Transparent Edge Services agree that no joint venture, professional relationship, employment or agency relationship exists between you and us as a result of this agreement.
f. Compliance with applicable laws. Partner shall comply with and ensure that any third party conducting referral or sales activities on its behalf complies with all applicable foreign and domestic laws (including, but not limited to, export laws, privacy regulations, and laws applicable to the shipping of unsolicited emails), government regulations, ordinances and court administrative orders. Partner shall not engage in any misleading, false, illegal or unethical marketing activities, or activities that may otherwise be harmful to Transparent Edge Services, its clients or the public.
g. Data processing. In accordance with the provisions of the Personal Data Protection regulations (RGPD and LOPDGDD), we inform you that the client’s data will be incorporated into the ownership processing system of Transparent Edge Services with CIF B-85363141 and registered office located at CALLE CEDACEROS, 11 2ºE, 28014, MADRID, with the purpose of meeting the commitments derived from the contract signed between both parties.
In compliance with current regulations, Transparent Edge Services informs that the data will only be kept while the professional relationship is in force, and will be deleted when they are no longer necessary for the purpose for which they were collected, without prejudice to the obligation to keep them blocked. during the legally established period in order to meet requirements from the Public or Judicial Administration.
Likewise, we inform you that the processing indicated in the previous paragraph is required for the execution of the contractual relationship between the Partner and Transparent Edge Services.
With this clause, the client is informed that their data will be communicated, if necessary, to public administrations and to all those entities with which communication is necessary in order to comply with the provision of the aforementioned service. Failure to provide the data to the aforementioned entities implies that the provision of the services object of this contract cannot be fulfilled. In any case, with those of these entities that have the status of Data Processors, the corresponding data access contracts will remain signed.
In no other case will they be communicated to third parties without your prior consent.
Transparent Edge Services informs that it will process the data in a lawful, fair, transparent, adequate, relevant, limited, accurate and up-to-date manner. That is why Transparent Edge Services undertakes to take all reasonable measures to ensure that these are deleted or rectified without delay when they are inaccurate.
In accordance with the rights conferred by current data protection regulations, the Client may exercise the rights of access, rectification, deletion, opposition, limitation of processing and portability of their personal data, as well as revoke the consent given to processing them, by directing your request to the Transparent Edge Services postal address indicated above or to the email address dpo@transparentedge.eu.
In turn, we inform you that you can contact the Data Protection Officer of Transparent Edge Services, by writing to the email address dpo@transparentedge.eu.
The client may contact the competent Control Authority to present a claim that he considers appropriate.
Lastly, Transparent Edge Services informs that by signing this contract you grant explicit consent for the processing of the data mentioned above.
h. Divisibility. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the aforesaid or unenforceable provision will be deemed superseded by a valid, enforceable provision that best reflects the intent of the original provision, and the remainder of the This agreement will continue in force.
i. Notifications. Notice will be sent to the contact address set forth in this agreement (and as changed by notice to the other party) and will be deemed given on the date of actual receipt.
For Transparent Edge Services S.L.: Transparent Edge Services S.L., Calle Cedaceros, 11 2-E, 28014, Madrid, Spain.
For Partner: Your address, as indicated in your Transparent Edge Services portal account information. Transparent Edge Services may send electronic notifications through a general notification in the app on its portal and may also send them specifically to the Partner by email, to the email address(es) registered in the account information, and may also notify via telephone calls. to the telephone numbers listed in the account information records. Partner must keep all information in their Transparent Edge Services account up to date.
j. Entirety of the Agreement. This document constitutes the entire agreement for the Program and supersedes all other agreements and proposals (including all prior versions of this document) between Transparent Edge Services and Partner, whether electronic, oral or written. Transparent Edge Services objects to and rejects any additional or different terms proposed by Partner, including those contained in the purchase order, acceptance or website. Transparent Edge Services’ obligations are not contingent upon the delivery of any future functionality or features of Transparent Edge Services products nor are they dependent on any oral or written public comments regarding future functionality or features of Transparent Edge Services products. It is the express wish of both parties that this agreement and all related documents be drafted in Spanish. We may offer versions of this agreement in languages other than Spanish. If so, the Spanish version of this agreement will govern our relationship, and the translated version will be provided solely for your convenience and will not be construed as a modification of the Spanish version of this agreement.
k. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. Transparent Edge Services may assign this agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
l. No third party beneficiaries. Nothing in this Agreement, express or implied, is intended to or does confer upon any person or entity (other than the parties to this Agreement) any right, benefit or remedy of any nature or under nor by reason of this agreement.
m. Licensing. Transparent Edge Services grants only the rights and licenses expressly set forth in this agreement and Partner receives no other rights or licenses with respect to Transparent Edge Services, Transparent Edge Services products, its trademarks, or any other property or rights in the same.
n. Transparent Edge Services Sales. This agreement shall in no way limit Transparent Edge Services’ right to sell Transparent Edge Services products directly or indirectly to any current or prospective customer.
o. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this agreement and that this agreement is binding on such party and enforceable in accordance with its terms.
p. Validity. The following sections shall survive the termination of this Agreement: “Proprietary Rights,” “Confidentiality,” “Effects of Termination,” “Liability Disclaimer,” “Non-solicitation,” and “General Provisions.”
Last updated: October 2023
