GENERAL TERMS AND CONDITIONS

These general terms and conditions regulate the contractual relationship between INFRASPEAK and the CUSTOMER, within the scope of the provision of the Saas service (Software as a Service), specifically the Intelligent Maintenance Management Platform called “INFRASPEAK PLATFORM” (hereinafter PLATFORM), developed and owned by INFRASPEAK.

All contracts and transactions between INFRASPEAK and the CUSTOMER, whether verbally or in writing, are, unless otherwise agreed in writing by INFRASPEAK, subject to these T&C which are deemed to be incorporated in each contract between the parties. These T&C, any quotation given by INFRASPEAK and any purchase order accepted by it shall constitute the whole agreement between the parties. No addition to or variation of these T&C shall be binding unless accepted in writing by INFRASPEAK.

1. Definitions

In these General Terms and Conditions (the "T&C") the following words have the following meaning:

a) “API” means Application Programming Interface and has the common scope of the designation;

b) “CUSTOMER” means any person(s), firm or company who purchases the Goods and/or Services INFRASPEAK; 

c) “Hardware” means the smartphones, NFC Tags or other procurement which the CUSTOMER may require;

d) "Infraspeak” means INFRASPEAK S.A. incorporated and registered in Portugal, with company number 513 468 480,  whose registered office is at Rua do Heroísmo 283 Arm.1 (Fração D), 4300-096, Porto, Portugal.

e) "Intellectual Property Rights" means any and all intellectual property or industrial rights of any description anywhere in the world (whether registered, unregistered, registerable or not and any applications or rights to apply for registration of any of them) including without limitation any patents, trade marks, domain names, registered designs, copyright (including rights in computer software (including object and source code)), rights in the nature of copyright, database rights, semi-conductor topography rights, unregistered design rights, rights in and to trade names, business names, domain names, product names and logos, inventions, databases, discoveries, specifications, formulae, processes, know-how, trade secrets, confidential information and any analogous or similar right in any jurisdiction; 

f) “Onboarding” means the set of acts carried out by INFRASPEAK and the CUSTOMER together with a view to preparing the CUSTOMER for the autonomous use of the PLATFORM, in accordance with the terms agreed in the ORDER FORM;

g) “Order Form” means the document where INFRASPEAK and the CUSTOMER agree on the specific terms of each transaction between the parties; 

h) “Extra Usage” means use of the PLATFORM above the contracted “User/Room/Location” limits;

i) “Parties” means INFRASPEAK and the CUSTOMER(s);

j) “Platform” means the INFRASPEAK platform based on the software designed, created and owned by INFRASPEAK, which may include the Apps and Add-ons subscribed by the CUSTOMER;

k) “Remote” means procedures carried out by telematic means, generally in full;

l) “Responsible for the contract” means the representative(s) of each party who signs the contract;

m) "Services" means any services detailed in the order form accepted by INFRASPEAK and provided to the CUSTOMER (including any part or parts of them);

n) “Success Management” means the set of acts carried out by INFRASPEAK and the CUSTOMER together with a view to evaluating the CUSTOMER’s performance to optimize the respective use of the PLATFORM, in accordance with the terms agreed in the ORDER FORM;

o) “Support” means the set of acts carried out by INFRASPEAK with a view to removing technical obstacles, within its responsibility and capacity, for the use of the PLATFORM by the CUSTOMER, in accordance with terms agreed in the ORDER FORM

p) “User Content” means all information entered into the PLATFORM by the CUSTOMER as well as any use given to the PLATFORM by the CUSTOMER;

q) “User" means an individual account registered tothe  use the PLATFORM, which may correspond to the type Administrator, Manager, Technician, Reporter or Operator, which may be the unit or pack of units charged to the CUSTOMER, being that each type of user may have a different price from all the others, as agreed in the ORDER FORM, and related to the Extra Usage;

r) “Room” means a division within a plural building with divisions of the same type, although with different characteristics, registered on the PLATFORM, which is an integral part of a pack of units of the same type charged to the CUSTOMER, as agreed in the ORDER FORM, and related to the Extra Usage;

s) “Location” means a total property, with or without edification, corresponding to the unit or pack of units charged to the CLIENT, as agreed in the ORDER FORM, and related to the Extra Usage.

2. Service and Components

INFRASPEAK grants the CUSTOMER the limited, non-exclusive, revocable, non-transferable license to access and use The PLATFORM during the Term and exclusively for its internal business purposes.

If the CUSTOMER is or becomes a direct competitor of INFRASPEAK, he may not access or use the INFRASPEAK’s Services without INFRASPEAK’s explicit, advance, written consent, and then only for the purposes authorized in writing.

The license granted is made available via the granting of access to the CUSTOMER, via URL, to the PLATFORM for the respective use, which may be granted for use in all of its branches, subsidiaries, agencies, or companies that have any special relationship with the CUSTOMER, if so stipulated in the ORDER FORM.

The modules and services agreed in the ORDER FORM are part of the PLATFORM.

2.1. API

This title 2.1 is only applicable when the CUSTOMER subscribes to API services.

2.1.1 Service Description and API Access Tiers

The subscription to access the INFRASPEAK API includes all actions necessary for the development, maintenance and support of the API to be consumed by the CUSTOMER, of which the following components stand out:

• Infrastructure: Resources to ensure API access, scalability, monitoring, server maintenance, optimal performance, and responsiveness.

• Security: ensure the application of advanced security measures, encryption, authentication, access control and updating of all systems with common vulnerability patches, to protect the API and its users.

• Quality of service: ensure the application of service level agreements (SLA), uptime and provide quality and reliability.

• Support and documentation for developers: Maintain comprehensive documentation and resources to help users integrate and troubleshoot the API.

  • This includes the availability of test environments to support integration development, and a dedicated team to support API usage and integration best practices with Infraspeak.

• Innovation and Feature Development: ensuring that new product features are incorporated and made available via API to respond to the changing needs of its users.

• Compliance and Governance: Invest in maintaining industry standards, regulations and data protection measures to provide a secure and compliant environment for data exchange.

Access to the subscribed INFRASPEAK API is valid for use within the scope of a single integration with other software/platform and within the agreed contractual limit.

The components indicated above will be made available to the CUSTOMER in accordance with what is agreed by the parties in the contract, each of which may correspond to a part of the final price. INFRASPEAK has no obligation to guarantee the CUSTOMER components that have not been contracted and/or paid for.

INFRASPEAK has the following Tiers for access to the API:

Tier 1: Basic Access

• Monthly API request limit: up to 10,000 (ten thousand)

• Monthly support included: up to 8 (eight) hours

Tier 2: Standard Access

• Monthly API request limit: up to 100,000 (one hundred thousand)

• Monthly support included: up to 16 (sixteen) hours

Tier 3: Premium Access

• Monthly API request limit: up to 500,000 (five hundred thousand)

• Monthly support included: up to 24 (twenty-four) hours

Tier 4: Enterprise Access

• Monthly API request limit: Above 500,000 (five hundred thousand) and to be defined during the solution scope definition phase.

• Monthly support included: To be defined on a case-by-case basis.

2.1.2 API Request Usage and Billing

Usage Calculation: API request usage is measured in a monthly basis.

Surpluses: Infraspeak reserves the right to upgrade the customer to a higher API access level if any of the following conditions, alternatively, are met:

• The customer consistently exceeds the API request limit for its current level for three consecutive months;

• The customer exceeds the API request limit for 6 non-consecutive months, in any period corresponding to 1 year;

In such cases, the customer will be notified of the imminent update and associated fees.

2.1.3. Upgrades and Downgrades

Upgrade and Downgrade: Clients have the option to upgrade or downgrade their API access tier based on their changing requirements. In either case, clients must notify Infraspeak of their intention to change tiers.

Notification: Infraspeak will provide clients with detailed information about the procedures and requirements for tier changes, including any associated fees.

Financial Adjustment: Any financial adjustment resulting from tier upgrades or downgrades will be applied to the client's billing cycle in the month ahead.

3. Use of Software and Aggregate Services 

For the term of this AGREEMENT, INFRASPEAK grants the CUSTOMER the right to individual and non- transferable use of the most updated version at each moment of the PLATFORM.

INFRASPEAK declares to the CUSTOMER that it is the holder of all rights associated with the PLATFORM and that the CUSTOMER's use of it does not conflict with any laws, regulations or other provisions, nor with any rights of third parties, further declaring that any damage or loss suffered by CLIENT as a result of the incorrect declaration provided for in this number will be the sole responsibility of INFRASPEAK. 

INFRASPEAK may be responsible for the migration to the PLATFORM of all data transmitted by the CUSTOMER and necessary to operate the PLATFORM until the beginning of its use, by filling in the templates provided by INFRASPEAK to the CUSTOMER, if the service is included in the FORM.

Following each contract renewal, as per point 6 of these T&C, the number of users and/or buildings and/or rooms actually created on the platform will be considered, until the next renewal, as the CLIENT's minimum commitment to INFRASPEAK, not the monthly amount billed during said period may be less than that.

4. Intellectual Property Rights

The CUSTOMER acknowledges that the ownership of the identified Software solution and the ownership of all related intellectual and industrial property rights are and will remain with INFRASPEAK. 

The CUSTOMER acknowledges that he does not have any rights over INFRASPEAK's trademarks in any form, whether registered or not.

The CUSTOMER undertakes not to copy, translate, decompile, create, or attempt to create, the source code object of the software, either through reverse engineering or by any other form or means, under penalty of immediate termination of the contract for non-compliance attributable. to the CUSTOMER, which, for this reason, is constituted under the obligation to indemnify INFRASPEAK for all damages arising and loss of profits, without prejudice to the application of any other sanctions provided for by law, including criminal ones.

The trademarks, logos, taglines, and service marks displayed on INFRASPEAK’s website, documents, or any other online or offline platforms are registered and unregistered property of INFRASPEAK and others. The Trademarks, logos, taglines, and service marks may not generally be used in any advertising or publicity, or otherwise to indicate INFRASPEAK's sponsorship of or affiliation with any product, service, event, or organization without INFRASPEAK's prior express written permission. Other than as provided in these T&C or in any other agreement entered into by the parties, the CUSTOMER’s use of the Trademarks, logos, taglines, and service marks or any other INFRASPEAK content, is strictly prohibited.

The PLATFORM and any other channels provided by INFRASPEAK to the CUSTOMER are the copyrighted work of INFRASPEAK and third-party providers. Use of the PLATFORM is governed by these T&C and the unauthorized reproduction or distribution of the Software is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.

The CUSTOMER agrees to promptly and fully notify INFRASPEAK of: 

a) any actual, threatened or suspected infringement of any such Intellectual Property Rights which comes to the CUSTOMER's notice; and ;

b) any claim by any third party that comes to the CUSTOMER's notice that the sale or advertisement of the Goods and/or provision of the Services infringes the rights of any person;

The CUSTOMER agrees (at INFRASPEAK's request and expense) to do all such things as may be reasonably required to assist INFRASPEAK in taking or resisting any proceedings in relation to any infringement or claim referred to in this Clause.

If a claim is made against the CUSTOMER by a third party claiming that INFRASPEAK's Intellectual Property Rights infringes that third party's right, the CUSTOMER shall immediately notify INFRSPEAK of any such claim and pass all details of such claim to it. INFRASPEAK shall be entitled to take over the defence and control of the defence of such claim and of any proceedings following thereon in its own name or in the name of the CUSTOMER and at its own cost and expense, in which case the following shall apply: 

a) the CUSTOMER shall take no action whatsoever and shall make no response whatsoever to any such claim and shall take no steps in any proceedings following thereon, without the prior approval of INFRASPEAK, and without prejudice to the generality of the foregoing shall make no admission in respect of any such claim or offer or propose or enter into any compromise settlement; ;

b) the CUSTOMER shall afford INFRASPEAK such assistance as may be reasonably necessary to enable it to conduct such proceedings or defend such claim; 

INFRASPEAK shall be entitled to defend or settle such claim in whatever way it, in its sole discretion, sees fit.

5. Technical Support

INFRASPEAK can support the CUSTOMER in the initial customization of the PLATFORM, in accordance with the provisions of the ORDER FORM. 

Support for initial customization, under any circumstances, ends when the CUSTOMER starts using the PLATFORM, even if the maximum number of hours has not been reached. 

After starting to use the INFRASPEAK PLATFORM, the CUSTOMER will have access to unlimited online technical support, within a reasonable contact, and INFRASPEAK reserves the right to limit access to this to a maximum of 8 hours per month.  

Any additional technical support needs, whether initial or subsequent, will be addressed by the parties at any time, with the specific conditions and terms being subject to later consensus, formalized in a specific document/s.  

Service levels (SLA) are published at SLA and may be unilaterally revised by Infraspeak but subject to 30 days' notice. SLA will display the date of the revision and the alterations will enter into force at the renewal of the contract immediately after the revision. 

Any non-compliance with the provisions of the SLA will not cause INFRASPEAK to incur in the obligation to indemnify the CLIENT, obliging it only to comply with the deadlines referred to in the aforementioned SLA.

If the deadlines referred to in the SLA cannot be met for reasons that are demonstrably beyond the control of INFRASPEAK, INFRASPEAK must ensure that the corrections are carried out in the shortest possible time, using all the necessary expedients for this purpose.

If the CUSTOMER does not terminate the agreement in force between the parties after the notification regarding the revision of the SLA, it is understood that the alterations were accepted.

6. Term

The contract between the parties will be in force for 1 (one) year  being renewed by equal periods unless terminated in advance of the renovation date, unless the FORM states otherwise. The party that intends to terminate it undertakes to notify the other party of its decision at least 60 (sixty) days in advance of the term of validity of the contract or its renewal.

If the CUSTOMER terminates the contract before the end of the initial term or renewal, he or she will have to fulfill the Subscription payments until the end of said initial term or ongoing renewal.

The contractual term will refer to the Start Date of the Subscription and not the date of signature of the contract, meaning renewal will take place on the anniversary of the start of the subscription.

The automatic renewal will be carried out with the users and/or buildings and/or rooms actually created on the platform at the time of renewal.

Communication between INFRASPEAK and the CUSTOMER must be made by electronic correspondence to the email addresses of those responsible for the contract in each of the PARTIES.

Both INFRASPEAK and the CUSTOMER undertake to notify the counterparty, to the email addresses of those responsible for the contract in each, of any supervening change in the respective domicile. 

7. Prices and payment method

The prices for the services provided by INFRASPEAK to the CUSTOMER are determined in the specific case, being duly defined in the ORDER FORM.

The form, dates and method of payment will be defined in the ORDER FORM. The quantities ordered and presented in the ORDER FORM shall be considered minimum quantity orders which shall be charged until the end of the contract term.

The One-time Fee is due upon signature of the ORDER FORM, therefore, even if payment is made in installments and the parties' contractual relationship is terminated before the completion of payment of all installments, said fee must be paid in full on the date of termination of the contract.

The monthly/annual Subscription Fee for services provided to the customer will be billed on the date indicated on the ORDER FORM as “Beginning of Subscription”, as well as in subsequent months/years for the duration of the contract or any of its renewals.

The price of the Success Management & Support product is determined as a percentage of the other subscription products included in the ORDER FORM, which percentage is also indicated in the ORDER FORM.

The price of the Success Management and Support product on the invoices issued will reflect the agreed percentage of the price of the other subscription products included in each invoice.

If the CUSTOMER subscribes new User/Room/Location and registers them on the PLATFORM, the price per User/Room/Location will be the price in force on the date of registration of the new one and not the price verified on the date of signing the ORDER FORM.

In the event the situation referred to in the previous paragraph occurs, INFRASPEAK will invoice the additional users/rooms/buildings in the month following activation, the amount to be invoiced corresponding to the number of months between the new registration date and the date that the next Subscription Fee is due. The price of the Success Management & Support product will be adjusted to proportionally reflect the increase in the subscription amount billed.

It is perfectly understood between the Parties that the reduction in the number of users during the term of the contract does not imply any proportional change in the amounts provided for in the ORDER FORM.

If the CUSTOMER increases the number of registered accesses above the amounts contracted and defined in the ORDER FORM, INFRASPEAK reserves the right to issue an invoice proportional to the value added pro rata to the period of the contract.

Invoices issued by INFRASPEAK must be paid within 15 (fifteen) days from the date they are sent to the CUSTOMER.

If the subscription begins after the 15th of each month, INFRASPEAK reserves the right to issue the respective invoices only at the beginning of the following month.

INFRASPEAK reserves the right to only accept the correction of invoices issued in the 2 (two) months prior to the one in which the correction request is made.

INFRASPEAK reserves the right to invoice the CUSTOMER for an amount corresponding to the cost of in-person travel whenever this is requested by the CUSTOMER for any reason. This amount may be charged at a higher rate than that indicated in the ORDER FORM if there has been an increase in prices since the signing of said ORDER FORM until the date of travel.

In case INFRASPEAK is obliged to take any action other than direct email communication to the CUSTOMER to complete the invoicing process, INFRASPEAK has the right to increase the gross invoiced amount in every issued invoice by a minimum of € 200,00 (two hundred euros) as compensation.

The abovementioned refers to the concrete invoicing process after the issuance of each invoice. The CUSTOMER is by no means obliged to compensate INFRASPEAK from the expenses held for the acquisition and subscription to any invoicing software chosen and used by the latest.

INFRASPEAK will inform the CUSTOMER of any changes in the PLATFORM's or other services prices for the subsequent renewal term by written notice no later than 60 (sixty) days prior to the expiration of the previous term.

The prices agreed by the parties will update yearly according and proportionally to local Customer Price Index variation, which the CUSTOMER accepts  and against which he undertakes to take no claim whatsoever.

In the event that the Consumer Price Index is negative in a given period, customer subscription prices will not change.

8. Breach and Contractual Termination

The CUSTOMER will defend, indemnify and hold INFRASPEAK and its directors, employees, suppliers, consultants and agents harmless from and against all damages, losses and expenses of any kind (including attorneys' fees and reasonable costs) arising out of or relating to:

a) The nature and content of any “User Content” processed in any way through the services or products provided by INFRASPEAK;

b) Any illicit activity in which the CUSTOMER and/or its administrators/managers, employees, agents or other related persons engage in, in or through the services or products provided by INFRASPEAK;

c) Violation by the CUSTOMER and/or its administrators/managers, employees, agents or other related persons of any law or rights of third parties;

The unjustified lack of timely payment of the monetary compensations due by the CUSTOMER, for a period longer than 10 calendar days after the CUSTOMER's notification for regularization - through any written notification, even electronic -, allows INFRASPEAK to suspend the fulfillment of its obligations and the adoption, alternatively or cumulatively, of any of the following measures:

a) immediate blocking of the CUSTOMER's access to the system;

b) immediate termination of the contract and demand for payment of all amounts due and respective interest on late payment at the legal commercial rate counted from the date of non-compliance, plus a penalty clause in the amount of € 1,000.00 (one thousand euros);

Either the CUSTOMER or INFRASPEAK may terminate the contract if the other party:

a) Does not resolve any material contractual breach of the Agreement within thirty (30) days after notification to that effect;

b) Cease business activity without naming a successor;

c) Go into bankruptcy or any similar judicial or extrajudicial proceding, or if any of these proceedings are brought against that party (and not resolved within sixty (60) days afterwards) provided that the contractual rights of the counterparty are demonstrably at risk.

d) In the case of INFRASPEAK, if the CUSTOMER incurs in any of the behaviors listed under “Restrictions on the use of the PLATFORM and Limitation of Liability”.

The termination of the contract will be carried out through written notification to the opposing party, with an electronic communication being sufficient for this purpose.

9. Restrictions on the use of the PLATFORM and Limitation of Liability

By using the PLATFORM, including any INFRASPEAK’s Services, the CUSTOMER specifically agrees not to engage in any activity or transmit any information that, in our sole discretion:

a) Is illegal, or violates any federal, state, or local law or regulation;

b) Advocates illegal activity or discusses illegal activities with the intent to commit them;

c) Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

d) Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous or interferes with any other party’s use and enjoyment of the Services;

e) Attempts to impersonate another person or entity;

f) Accesses or uses the account of another user without permission;

g) Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

h) Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the PLATFORM, or the servers or networks connected to the PLATFORM, or any of INFRASPEAK’s Services;

i) Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the PLATFORM;

j) Uses the Services for benchmarking, or to compile information for a product or service; or;

k) Attempts to do any of the foregoing;

In addition, CUSTOMER shall not, and shall not permit others to, do the following with respect to the INFRASPEAK’s Services:

a) Use the INFRASPEAK Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these T&C;

b) Access or use the INFRASPEAK Services or Documentation for the purpose of developing or operating products or services intended to be offered to third parties in competition with the INFRASPEAK Services or allow access by a direct competitor of INFRASPEAK;

The CUSTOMER may not frame the PLATFORM, place pop-up windows over its pages, or otherwise affect the display of its pages. 

The CUSTOMER acknowledges that INFRASPEAK has no obligation to monitor the CUSTOMER’s – or anyone else’s – access to or use of the PLATFORM for violations of these T&C, or to review or edit any content. However, INFRASPEAK has the right to do so for the purpose of operating and improving the PLATFORM (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure the CUSTOMER’s compliance with these T&C and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

INFRASPEAK hereby expressly excludes: 

a) any liability (in contract or delict or otherwise howsoever) for any special, indirect or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever arising out of or in connection with the Agreement; and

b) any liability (in contract or delict or otherwise howsoever) for any loss or damage, costs or expenses arising from any defects resulting from negligent or improper use, storage or handling of the Services or the treatment or use of the Services, in a manner other than that for which they were, to the CUSTOMER's knowledge, manufactured, produced, assembled, provided or supplied;

The CUSTOMER is solely and exclusively responsible for any damages caused, directly or indirectly, to itself or to its customers, resulting from the improper use of the PLATFORM or any other facts related to the use made by it of said system, or resulting from the interruption of that use, namely, due to work stoppage, loss of data, failures or malfunction of the computers used. 

Except as otherwise provided in these T&C, the entire liability of INFRASPEAK under and in connection with the Agreement shall not exceed the price of the Services paid by the CUSTOMER. 

Nothing in these Conditions shall limit or exclude the liability of either party in respect of: 

a) death or personal injury caused by its negligence or the negligence of its representatives, such as, without prejudice to others, directors, employees, agents or subcontractors (as applicable); or 

b) fraud or fraudulent misrepresentation or wilful default;

10. Data

INFRASPEAK recognizes that the data and information entered by the CUSTOMER on the PLATFORM, personal or not, belong to the latter, the processing of personal data being governed by the local legislation in force and by the INFRASPEAK Privacy Policy and Cookies Policy, which can be found at  Privacy Policy  and at Cookies Policy.

Regarding Personal Data INFRASPEAK acts as a processor, processing the data in question on behalf of the CLIENT.

The personal data processed relate exclusively to those strictly necessary for the granting of the service agreed between the parties.

The CUSTOMER acknowledges that, in order to fulfill the obligations arising from the contractual relationship between them, it may be necessary for INFRASPEAK to process personal data on its behalf.

INFRASPEAK and the CUSTOMER undertake to comply with the provisions of the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”).

INFRASPEAK will only process the personal data to which it has access due to the contractual relationship with the CUSTOMER for the provision of the Services agreed exclusively on the basis of the CUSTOMER's instructions, and as may later be agreed in writing between the Parties. INFRASPEAK will not exercise control or transfer, or attempt to transfer, control of said personal data to third parties, unless instructed to do so in writing by the CUSTOMER.

The processing of personal data is necessary for the purposes indicated above and its grounds of lawfulness are: (i) the conclusion, execution, fulfillment and control of the contractual relationship between the Parties and; (ii) compliance with legal obligations to which the Parties may be subject.

To ensure compliance with applicable legislation regarding personal data, INFRASPEAK has adequate procedures and implements the necessary technical measures.

INFRASPEAK has adequate procedures and measures to ensure that it responds to the individual requests of the holders of the personal data made to it or to the CUSTOMER, guaranteeing the conditions for the exercise of rights of the data holders;

INFRASPEAK has adequate technical and organizational means to comply with the applicable law and meets all the conditions to perform all its obligations resulting from the contractual relationship in relation to personal data, in order to ensure that the CUSTOMER will not incur in the breach of its obligations in the terms of the General Data Protection Regulation and the Data Protection Act of 2018.

INFRASPEAK must adopt and maintain appropriate technical and organizational security measures to guarantee the protection of personal data against accidental or unlawful destruction or accidental loss, damage, alteration, disclosure or unauthorized access, in particular when the Data Processing involves the transmission of personal data through a network, as well as adopting the necessary organizational technical measures to protect against all illegal forms of Treatment, namely:

a) Access control and access restriction through user accounts with specific permissions and the use of activity logs;

b) Use of backups; 

c) Storage of documents in locked rooms with restricted access;

d) Ability to ensure the confidentiality, integrity, availability and permanent resilience of treatment systems and services;

e) Ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident;

f) Process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures to ensure the security of treatment.

Whenever requested by the other party, so that it can fulfill its obligations under the Applicable Law, INFRASPEAK and/or the CUSTOMER will provide the cooperation, assistance and information necessary to comply with the guidelines, decisions and deadlines defined by the Supervisory Authority or by the DPO.

Personal data will be processed during the term of the Agreement. Once the contractual relationship is concluded, the data can only be kept and used to comply with legal obligations, unless, exceptionally, a longer period of limitation of any legal actions applies to the Parties.

It is expressly prohibited for both Parties to transfer personal data obtained under the terms of this paragraph to third parties, except in cases where the transfer is necessary for the performance of the Contract or to comply with a legal obligation. Data subjects may exercise their rights of access, rectification, opposition, erasure, restriction of processing, portability, as well as the right not to be subject to automated individual decisions and any other rights that are recognized by law, in relation to the processing of personal data that each Party is respectively responsible for, by writing to or emailing the responsible Party. Data subjects may also file a claim with the Supervisory Authority for any breach of data protection legislation that is attributable to any party.

Whenever, in order to comply with the provisions of the Contract, INFRASPEAK may request access to personal data for which the CUSTOMER is responsible or process personal data on behalf of the CUSTOMER, the Parties undertake to comply with the provisions of article 28. of the GDPR.

If the contract between the parties ends, at the request of the CUSTOMER, INFRASPEAK will transfer back all data entered on the PLATFORM, as CSV, within 90 days.

11. Confidentiality

INFRASPEAK undertakes not to disclose to third parties and not to use, for its own benefit or that of third parties, the CUSTOMER's Confidential Information, nor to use it for purposes other than those necessary for the fulfillment of its contractual obligations. 

Confidential Information is considered all written, verbal or computerized information that contains data of an organizational, technical, commercial or financial nature, including "know-how" (practical knowledge) and "show-how" (applied knowledge), data of the CUSTOMER and INFRASPEAK, the ORDER FORM or any other information related to the CUSTOMER's or INFRASPEAK’s activity, which is transmitted by the CUSTOMER to INFRASPEAK or by INFRASPEAK to the CUSTOMER, or that INFRASPEAK or the CUSTOMER comes to know in the scope of the execution of the provision of services. 

In accordance with the nature of the Confidential Information, the parties undertake to: 

a) strictly observe the indications given by the other party regarding the disclosure of Confidential Information, and must also consult it in advance, whenever it has doubts regarding the possibility of disclosure of certain information. 

b) treat Confidential Information, at any time, with total reserve and absolute confidentiality, adopting all necessary precautions for this purpose, not being able to reveal it to any person or entity, except in cases legally provided for or when you have obtained prior authorization from the another Party to that effect;  

c) accept and acknowledge that the disclosure of Confidential Information will not give any party rights over it. 

Confidential Information is not considered to be that which (i) is in the public domain at the time of disclosure or which becomes public domain for reasons beyond INFRASPEAK's or the CUSTOMER’s control; (ii) has been obtained or can be obtained freely, without reservation, from a source other than the other party, without the respective acquisition constituting a breach of contract or of legally or contractually established confidentiality duties; (iii) the other party allows, by written, physical or electronic communication, addressed to the counterparty, that it be disclosed; and (iv) is or has been independently obtained by the recipient without having relied on Confidential Information disclosed under the terms set forth herein. 

It is not considered disclosure of Confidential Information: 

a) The internal transmission of Confidential Information to the other party workers and collaborators, who will also be bound by the obligation of confidentiality, being counterparty responsible for any breach of said obligation by its workers and collaborators; 

b) The transmission of Confidential Information to any third party that collaborates with it in the provision of goods and services to the CUSTOMER, whenever such collaboration is necessary due to the fulfillment of any contractual obligations, the third party being also bound by the obligation of confidentiality, INFRASPEAK being responsible for any breach of said obligation by the third party; 

c) Confidential Information that is already known to any of the parties at the time of its disclosure and that has been obtained in a legitimate way, or that becomes publicly known without its fault, or that is transmitted to it by a third party in a legitimate way and without violation of confidentiality obligations that may affect it; 

d) Confidential Information whose disclosure is imposed by legal obligation or carried out in compliance with a judicial or administrative decision issued by a competent body for the purpose, not subject to appeal or whose appeal, although possible, does not have a suspensive effect and only to the strictest extent to ensure compliance with that decision. 

In the cases provided for in paragraph (d) above, the parties must previously inform the counterparty and observe the latter's recommendations that are compatible with the subpoena or with the legal obligation that gives rise to the disclosure duty, and must accompany this disclosure with the indication of that it is Confidential Information belonging to a third party revealing a commercial or industrial secret or a secret relating to intellectual property rights and the like. 

The parties recognize that all information exchanged in the contractual or pre-contractual scope is and remains the property of the party that provided it and cannot be reproduced or copied in any way, without the prior consent of said party. 

The parties undertake to return or destroy, as requested by the counterparty, all information to which it has had access under a Contract as soon as it is no longer necessary for the fulfillment of its obligations, at the request of the counterparty or with the termination of the Agreement for any reason. 

The parties are responsible for the confidentiality and use of Confidential Information by its directors, employees, collaborators, subcontractors or any other representative or subordinate.

Failure to comply with the provisions of this chapter gives the compliant party the right to immediately terminate the Contract, if it is still in force, and also the right to compensation corresponding to the damages proven to have been suffered. 

The obligations set forth in this chapter remain after the termination of the Agreement, regardless of the reason. 

12. Communications

Communication between the parties shall be written, either by registered letter to the Address inscribed in the ORDER FORM or email, to the email of the person responsible for the contract, as defined here.

Both the communication via registered letter and the communication via email will only be considered valid if they carry acknowledgment of receipt from the other party, being considered “delivered” on the date the sender receives confirmation of the delivery or after 5 (five) days after dispatch if the formalities set forth herein are fully complied with.

All communications fulfilling the requirements set forth herein shall be deemed as valid and produce the intended effect on the other party.

13. Equipment

INFRASPEAK contracts with the CUSTOMER the provision of a service.

Any equipment that the CUSTOMER requests and that is facilitated by INFRASPEAK is not produced or sold by it, therefore INFRASPEAK is not responsible for said equipment.

Any issue regarding the operation or qualities/defects of said equipment must be resolved directly with the supplier. 

The CUSTOMER acknowledges that, regarding these equipment, he will have nothing to complain about from INFRASPEAK.

14. Miscellaneous

All proforma issued by INFRASPEAK and sent and/or presented to the CUSTOMER are valid for 30 days from the date on which the CUSTOMER received the document, in whatever form. At the end of the 30 days, it is up to INFRASPEAK, unilaterally, to decide whether to maintain the conditions presented or whether they will be changed.

The CUSTOMER expressly authorizes INFRASPEAK to assign its contractual position or subrogate its contractual rights to other company(ies) of its economic group, even if headquartered abroad, provided that this is not the case. additional costs may be incurred, also allowing billing to take place in other ways than those provided for herein, among those legally accepted. 

INFRASPEAK expressly authorizes the CUSTOMER to assign its contractual position or subrogate its contractual rights to other company(ies) in its economic group.  

INFRASPEAK and the CLIENT will be responsible, in the form of the applicable legislation, for the payment of any and all taxes and/or fees arising from any agreement entered into. In addition, each party will bear the costs and expenses it may incur in connection with any contracted operation.

The CUSTOMER represents and warrants that neither it nor (where applicable) any other member of its group has previously and undertakes that it will not (and will procure that no other member of its group shall) engage in any form of bribery or corruption (either as a provider or recipient) or any practice which may contravene any relevant anti-bribery or anti-corruption law (including, without limitation, the UK Bribery Act 2010 or the US Foreign Corrupt Practices Act 1977)

The relationship between INFRASPEAK and the CUSTOMER is governed by the law of England and Wales.  

15. Jurisdiction

The parties elect the courts of England and Wales as competent to resolve any issues arising from this contract, with express waiver of any other, however privileged it may be. 

16. Supplementary

These General Terms and Conditions complement what was agreed by the parties in the ORDER FORM, applying in a supplementary manner.

If any of the provisions of the ORDER FORM is incompatible with a provision herein, the provision of the ORDER FORM prevails.

The provisions of the ORDER FORM may even, and validly, determine that any provision of these General Terms and Conditions will not be valid in the specific case.