GENERAL TERMS AND CONDITIONS

These general terms and conditions (T&C) regulate the contractual relationship between INFRASPEAK, the CUSTOMER and the USER, within the scope of the SaaS service (Software as a Service), namely the use of the INFRASPEAK NETWORK that allows the USER to access and conditionally use of the Intelligent Maintenance Management Platform called “INFRASPEAK PLATFORM” (hereinafter PLATFORM ), developed and owned by INFRASPEAK.

All contracts and transactions will be signed between INFRASPEAK and the CUSTOMER, the latter having the burden of allowing the USER to use the INFRASPEAK NETWORK.

The USER undertakes to respect and fulfill these terms and conditions when using the PLATFORM.

1. Definitions

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

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

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

c) “INFRASPEAK NETWORK” means an INFRASPEAK program that allows the CUSTOMER to provide its suppliers and/or partners (USER) with limited access to the PLATFORM, so that they can interact there and streamline their business relationship;

d) “USER” means the CUSTOMER's supplier and/or partner to whom limited access to the PLATFORM is made available through INFRASPEAK NETWORK;

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

g) “Platform” means the INFRASPEAK platform based on the software designed, created and owned by INFRASPEAK;

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

i) "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.

j) “Parties” means INFRASPEAK the CUSTOMER(s) and/or the USER(s);

k) “User Content” means the content that the USER places, on its own initiative and in accordance with its conscious will, on the PLATFORM.

2. Service and Components

If the USER 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 limited access to the USER by the CUSTOMER, with INFRASPEAK’s consent, 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 USER, if so stipulated in the AGREEMENT.

One USER may use the PLATFORM through the INFRASPEAK NETWORK in connection with more than one CUSTOMER.

The modules and services agreed in the AGREEMENT are part of the PLATFORM, through access to INFRASPEAK NETWORK and may thus be used by the USER.

The USER understands and accepts that it will not have free and unlimited access to the PLATFORM, its use being limited to what is agreed in the AGREEMENT.

At any time, without prior notice or cause, INFRASPEAK may limit the USER's access to the PLATFORM, if requested by the CUSTOMER.

3. Use of Software and Aggregate Services 

For the term of the AGREEMENT, INFRASPEAK grants the USER the right of individual and non-transferable use of the version in force at all times of the PLATFORM through access to the INFRASPEAK NETWORK.

The USER shall not utilize the PLATFORM beyond the scope of the INFRASPEAK NETWORK, and is expressly prohibited from using it for any commercial activities unrelated to the CUSTOMER. This paragraph shall not apply if the USER is concurrently a CUSTOMER of INFRASPEAK, in which case their access to the PLATFORM as a CUSTOMER shall be governed independently by a separate agreement.

One USER may have more than one account associated with the PLATFORM, depending on the CONTRACT and/or the CUSTOMER's decision.

INFRASPEAK declares to the USER that it is the holder of all rights associated with the PLATFORM and INFRASPEAK NETWORK, and that the USER's use of the same 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 the USER as a result of the incorrect declaration provided for in this number will be the sole responsibility of INFRASPEAK.

4. Intellectual Property Rights

The USER acknowledges that the ownership of the PLATFORM and INFRASPEAK NETWORK, as well as the ownership of all related intellectual and industrial property rights are and will remain with INFRASPEAK. 

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

The USER 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 blocking of the use of INFRASPEAK NETWORK due to non-compliance attributable to the USER, who, for this reason, is obliged 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 criminals.

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 USER’s use of the Trademarks, logos, taglines, and service marks or any other INFRASPEAK content, is strictly prohibited.

The PLATFORM and the INFRASPEAK NETWROK are the copyrighted work of INFRASPEAK and third-party providers. Use of the PLATFORM and the INFRASPEAK NETWORK by the USER 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 USER 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 USER's notice; and ;

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

The USER 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 USER by a third party claiming that INFRASPEAK's Intellectual Property Rights infringes that third party's right, the USER 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 USER and at its own cost and expense, in which case the following shall apply: 

a) the USER 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 USER 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 is not obliged to provide support of any kind to the USER.

INFRASPEAK does not commit to any SLA (Service Level Agreement) with the USER.

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.  

6. Term

INFRASPEAK NETWORK is made available to the USER throughout the duration of the AGREEMENT.

In the event of termination of the AGREEMENT, in whatever form or shape and for whatever reason, INFRASPEAK is entitled to immediately terminate the USER's access to the INFRASPEAK NETWORK.

If INFRASPEAK blocks the CUSTOMER's access to the PLATFORM as defined in the AGREEMENT, even if it does not denounce or resolve the said AGREEMENT, it may also block the USER's access without cause or prior communication.

INFRASPEAK may cut off the USER's access to INFRASPEAK NETWORK at the CLUSTOMER's request, without the need for reason or prior communication.

7. Prices and payment method

Providing the USER with access to the PLATFORM through INFRASPEAK NETWORK does not incur any costs for said USER.

INFRASPEAK cannot demand any amount from the USER for using the PLATFORM through INFRASPEAK NETWORK.

The amounts that INFRASPEAK has to receive due to the availability of INFRASPEAK NETWORK can only be demanded from the CUSTOMER, and must be, for that purpose, determined or determinable in the AGREEMENT.

8. Breach and Contractual Termination

The USER 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 NETWORK;

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

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

INFRASPEAK will immediately block access to the PLATFORM if the USER:

a) Does not resolve any material contractual breach of these T&C within thirty (30) days after notification to that effect;

b) Cease business activity without naming a successor;

c) In the case the USER incurs in any of the behaviors listed under “Restrictions on the use of the PLATFORM and Limitation of Liability”.

Blocking access to the PLATFORM does not depend on any form or communication to the USER.

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

The use of the PLATFORM via the INFRASPEAK NETWORK may be limited by INFRASPEAK at any time. INFRASPEAK reserves the right to withdraw a USER’S access at any time, without cause and without prior notice.

The PLATFORM, via the INFRASPEAK NETWORK, shall only be used by USERS that are commercial companies whose corporate purpose includes maintenance activities, facility management, or equivalent activities.

Use of the PLATFORM via the INFRASPEAK NETWORK is prohibited for the following types of USERS:

1. Public Entities, defined as companies, institutions, associations, or other entities in which a majority of the share capital is held by a public entity, as well as those acting with public powers (“ius imperii”) in the course of their activities;

2. Sole Traders / Sole Proprietorships;

3. Commercial Companies, Civil Societies, Civil Societies in Commercial Form, Associations, Foundations, or other entities specifically related to the CUSTOMER , including:

   1. entities owned in whole or in part by the CUSTOMER ;

   2.  entities owned in whole or in part by any or all entities and/or natural persons holding the share capital of the CUSTOMER ;

   3.  entities whose annual turnover depends, individually or collectively, on the CUSTOMER and the entities referred to in sub-clauses (i) and (ii) for 60% or more;

   4. entities whose annual workload depends, individually or collectively, on the CUSTOMER and the entities referred to in sub-clauses (i) and (ii) for 60% or more;

   5. the CUSTOMER itself;

   6. the turnover and workload referred to in sub-clauses (iii) and (iv) shall be calculated based on the annual average of the three years preceding the commencement of the USER'S use of the PLATFORM.

INFRASPEAK may, at its sole discretion, permit the entities referred to in the preceding section to become USERS, subject to express written authorization to that effect.

By using the PLATFORM through the INFRASPEAK NETWORK, including any INFRASPEAK Services, the USER specifically agrees not to engage in any activity or transmit any information that, in INFRASPEAK's 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 or INFRASPEAK NETWORK;

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, USER 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 USER 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, INFRUSER acknowledges that INFRASPEAK has no obligation to monitor USER – or any other person – access 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 purposes of fraud prevention, risk assessment, investigation and customer support, analytics and advertising) and/ or INFRASPEAK NETWORK, to ensure the compliance of USER's practice with these T&C and to comply with applicable law or order or decision of a court, administrative agency or other governmental body.

INFRASPEAK hereby expressly excludes: 

j) 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 INFRASPEAK NETWORK; and

k) 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 USER's knowledge, manufactured, produced, assembled, provided or supplied;

The USER 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. 

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

j) 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 

k) fraud or fraudulent misrepresentation or wilful default;

10. Data

INFRASPEAK recognizes that the data and information entered by the USER on the PLATFORM 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.

INFRASPEAK acts as a processor, processing the data in question on behalf of the USER.

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

The USER 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 USER undertake to comply with the provisions of the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”) and the United Kingdom Data Protection Act of 2018.

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 or, in the situations which concern it, the USER.

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 USER, 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 USER 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 USER will provide the cooperation, assistance and information necessary to comply with the guidelines, decisions and deadlines defined by the Supervisory Authority or by the Data Protection Officer.

Personal data will be processed during the term of the AGREEMENT. Once the contractual relationship between INFRASPEAK and the CUSTOMER is concluded, and the USER's access to the PLATFORM is blocked, the data can only be kept and used to comply with legal obligations, unless, exceptionally, a limitation period applies to the Parties. of any superior legal actions..

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 USER is responsible or process personal data on behalf of the USER, the Parties undertake to comply with the provisions of article 28. of the GDPR.

If the AGREEMENT ends, and at the request of the USER, INFRASPEAK will transfer back all data entered on the PLATFORM, in CSV format, within 60 (sixty) days from the date of the request.

11. Confidentiality

INFRASPEAK undertakes not to disclose to third parties and not to use, for its own benefit or that of third parties, the USER'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 USER and INFRASPEAK, the AGREEMENT or any other information related to the USER's or INFRASPEAK’s activity, which is transmitted by the USER to INFRASPEAK or by INFRASPEAK to the USER, or that INFRASPEAK or the USER comes to know in the scope of the INFRASPEAK NETWORK.. 

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 USER’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 the INFRASPEAK NETWORK to the USER, 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 for all Parties 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 Partie’s Address or email.

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 makes the INFRASPEAK NETWORK available to the USER, which in turn allows conditioned access to the PLATFORM, which configures the provision of a service.

Any equipment that the USER 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 USER acknowledges that, regarding these equipment, he will have nothing to complain about from INFRASPEAK.

14. Miscellaneous

All pro-forma documents issued by INFRASPEAK and sent and/or presented to the USER are valid for 30 days from the date on which the USER received, in whatever form, the document. 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 USER 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 USER to assign its contractual position or subrogate its contractual rights to other company(ies) in its economic group.  

The USERrepresents 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 USER is governed by the law of England and Wales.  

15. Relationship between INFRASPEAK, the USER and the CUSTOMER

INFRASPEAK NETWORK is made available to the USER under the terms of what is defined in the AGREEMENT.

INFRASPEAK's contractual - and therefore obligatory - relationship is with the CUSTOMER and not with the USER.

The USER has nothing to demand from INFRASPEAK, whether related to the company or to the PLATFORM itself.

INFRASPEAK cannot be held responsible for any loss or damage to the USER, which must be resolved with the CUSTOMER.

Any dispute that the USER may have with the CUSTOMER does not affect the rights granted by these T&C to INFRASPEAK.

16. 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.