TERMS AND CONDITIONS FOR THE PROVISION OF SERVICE TRANSACTION ENRICHMENT, BY TRIPLE TECHNOLOGIES, LTD. (“TRIPLE”)
1. SCOPE OF APPLICATION
The following General Terms and Conditions (the “Agreement”) apply to all contracts and services provided by TRIPLE TECHNOLOGIES, LTD. (“TRIPLE”) to any of its customers (“Customer”) with regard to the use of TRIPLE’s services (the “Services”).
These General Terms Conditions are applicable to and shall be accepted by the Customer prior to the commencement of the Services provision. This Agreement constitutes a material part of each contract unless expressly agreed otherwise in writing.
Any deviating terms and conditions of the Customer as well as any deviations and/or amendments to this Agreement shall only become part of this Agreement if they have been expressly acknowledged by TRIPLE in writing. This Agreement also applies exclusively if TRIPLE has not explicitly objected to any contrary terms and conditions. This Agreement applies to any future business transaction between TRIPLE and the Customer, even without express reference thereto.
The sole use of TRIPLE’s Services implies the automatic, full and unreserved acceptance by the Customer of the provisions established in this Agreement in the version published on
TRIPLE's Website at each time. Both, TRIPLE and the Customer is a “Party”, and together the “Parties”, to this Agreement.
2. OFFER AND CONTRACT CONCLUSION
The subject matter of this Agreement are the Services as offered in the service description according to the Purchase Order. To ensure the proper functioning of the Services, TRIPLE reserves the right to make technical changes and improvements to the Services within a reasonable scope. This Agreement between TRIPLE and the Customer is executed upon signature of an individual order (“Purchase Order”). The signature of the Purchase Orders means the acceptance of this Agreement.
The Customer must send the signed Purchase Order to TRIPLE by mail or by email (“Acceptance”). In addition to any provisions contained in the Purchase Order, this Agreement shall apply and in case of a conflict between the Purchase Order and this Agreement the terms of the Order Form shall prevail.
3. CONTENT OF TRIPLE’S SERVICES
TRIPLE will perform the Services in accordance with the descriptions, specifications, fees and delivery schedule set forth in a Purchase Order or otherwise agreed between the Parties. TRIPLE will promptly notify the Customer of any delay or anticipated delay in the performance of the Services, the reasons for the delay and the actions being taken by TRIPLE to overcome or mitigate the delay.
The use of the Deliverables by the Customer shall be limited to descriptive purposes only and under no circumstances may the Deliverables be used for other purposes (“Agreed Purposes”). Any use of the Deliverables other than as described herein as well as any subsequent use or modification of the Deliverables shall be the sole and exclusive responsibility of the Customer.
The Customer shall not (a) modify, translate, reverse engineer, decompile, disassemble or otherwise create derivative works from TRIPLE’s Property, of the Services or otherwise attempt to discover its underlying code, structure, implementation of algorithms or (b) transfer, lend, rent, lease, distribute the software, the Services or Deliverables provided by TRIPLE, or use them for providing services to a third party, or grant any rights to a third party in any form, without TRIPLE’s express prior written authorization and unless all respective Fees have been paid.
4. WARRANTIES
TRIPLE represents and warrants that it holds all rights, authorizations, licenses and permits necessary to provide the Services. It also warrants that it will provide the Services with the diligence of a respectable businessman.
The Services: (a) shall be of high quality; (b) shall be performed in a timely, workmanlike manner and with professional diligence and skill; and (c) will not contain any viruses or other malicious code. If TRIPLE is in breach of any of the foregoing warranties, TRIPLE will promptly re-perform the Services at no charge to the Customer.
The Deliverables will be merchantable and fit for the purpose of this Agreement. The Deliverables will: (a) materially conform to the descriptions and specifications set forth in the applicable Purchase Order and (b) the media (if any) containing the Deliverables will be free from physical defects. If TRIPLE is in breach of any of the foregoing warranties, TRIPLE will replace and redeliver the Deliverables on an expedited basis at no charge to the Customer. The Deliverables will not contain any viruses or other malicious code.
The Customer represents and warrants that it holds all rights, authorizations, licenses, trademarks, permits and consents necessary for the conduct of its business and for the marketing of its products and services. The performance of its activity will not harm TRIPLE or TRIPLE's image and, in particular, it may not introduce any type of virus or malware on the website or in TRIPLE’s system.
The Customer warrants that all data relevant for the conclusion and execution of this Agreement provided is complete and correct. The Customer is obliged to promptly inform TRIPLE about any changes to this data and/or to update altered data.
If the Customer has chosen a package with an unlimited number of attributions, it shall be prohibited from adding any of its subsidiaries, affiliates, group companies, other acquired companies, etc. (together referred to as 'Affiliates') to its account.
5. LIABILITY
Nothing in this Agreement shall be deemed to limit or exclude either party’s liability: (a) in respect of death or personal injury resulting from its negligence; (b) in respect of fraud or fraudulent misrepresentation; or (c) otherwise to the extent that such limitation or exclusion is not permitted by law.
TRIPLE shall be responsible that the Services correspond to their intended use. TRIPLE does not assume any liability for any damages resulting from a usage other than the intended use. The same applies to any damages resulting from a usage that is not in accordance with TRIPLE’s instructions and recommendations or any other unauthorized usage.
In no event shall either Party be liable to the other Party for any special, indirect, or consequential loss or damage of any nature arising out of or related to this Agreement, even if such party has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of either party and regardless of whether such liability arises in contract, tort, strict liability or any other theory of liability.
TRIPLE’s liability in respect of any Purchase Order in any year shall not exceed the amount paid by the Customer under that Purchase Order in the past two (2) months.
6. DATA PROTECTION
The Services provided under this Agreement do not entail the processing of personal Data.
7. CONFIDENTIALITY
During the provision of the Service, both Parties may exchange information of a secret or confidential nature. In this regard, "
Confidential Information" shall be understood to be all documentation and information, regardless of its form, that either Party provides to the other Party, including the groups’ companies information of each Party.
Confidential Information shall include, but not be limited to: commercial, economic, strategic, know-how, marketing, trade secrets, studies, reports or information of a confidential nature of third parties that a Party provides, whether or not identified as confidential, or that is obtained by the other Party, before or after the acceptance of this Agreement.
The obligation of confidentiality also applies to all employees, consultants, contractors or any third parties (hereinafter "
Related Persons") acting on behalf of or in representation of either Party who have access to the Confidential Information. The Parties shall be liable for the breaches of the Related Persons in relation to the Confidential Information.
TRIPLE and the Customer shall use the Confidential Information received with the sole objective and purpose of providing and receiving the Services, which is the object of this Agreement, to which the provisions herein shall apply insofar as they are not modified by any other subsequent agreement.
At any time, at the request of one of the Parties, the other Party shall immediately return or destroy all Confidential Information and copies thereof.
The Confidential Information received may not be reproduced or disclosed in any form whatsoever, except for internal use when this is necessary for the fulfillment of the purpose described above, and provided that adequate measures are taken to ensure strict compliance with the duties of confidentiality by the Parties and the Related Persons. The Parties undertake, regarding the other Party’s Confidential Information to use, at least, the same level of diligence as they would use regarding their own Confidential Information, and in no event less than reasonable care.
When either TRIPLE or the Customer are legally required to deliver or disclose Confidential Information when required by law, a court of competent jurisdiction or any governmental or regulatory authority, prior written notice shall be given to affected Party, with the greatest possible urgency and with a copy of the documents and information relevant to such legal action, whenever legally possible.
The duty of confidentiality set out in this clause shall remain in effect even after the termination of this Agreement for a period of five (5) years after termination.
8. INTELLECTUAL PROPERTY RIGHTS
Both Parties recognize the ownership of the other Party’s intellectual and industrial property rights, including but not limited to trademark rights, patents, trade secrets or image rights owned at the time of the Identification or at the time of starting the provision of the Service or arising as a consequence of the performance of their obligations, on the logos, ideas, software, platform, design, models and any other creation, sign or element protected by similar rights (hereinafter, the "Intellectual Property Rights").
The Customer declares that it knows and accepts that TRIPLE’s Software and any other software, hardware, all Intellectual Property Rights over its website and its brand and all documents, work product and other materials that are delivered to the Customer hereunder or prepared by or on behalf of TRIPLE in the course of performing the Services, including any items identified as such in a Purchase Order (together “Deliverables”), has been created by TRIPLE (“TRIPLE’s Property”).
TRIPLE is the sole producer of the data and information, and it therefore undertakes full responsibility for the method of producing the data (such as algorithms used to clean the names, scripts used for logos and other data manipulation methods). TRIPLE will retain all intellectual, industrial or any other property rights over it and the Customer may not make any further modification, copy, alteration, reproduction, adaptation, or translation of it.
Consequently, any use by the Customer of TRIPLE’s Property made without TRIPLE’s authorization is strictly prohibited. This includes their exploitation, reproduction, dissemination, transformation, distribution, transmission by any means, subsequent publication, exhibition, public communication or total or partial representation, which, if these do occur, will constitute infringements of TRIPLE's intellectual or industrial property rights, sanctioned by current legislation.
Upon execution of this Agreement, TRIPLE grants the Customer the non-exclusive, non-transferable and non-sublicensable right to use the Merchant Data during the term of this Agreement, insofar as this is necessary to use the Services according to the respective Purchase Order, but nor for any other purpose, such as internal processes. The right of use shall expire once the Customer defaults with any payments due.
For clarification purposes Merchant Data means clean names and brand logos of Merchants as provided by TRIPLE to the Customer.
In the event of a contract termination, all TRIPLE’s Property obtained for delivering the Services such as data collected and provided, shall be destroyed as well as any use and provide deletion logs as evidence no later than the last working day of the Agreement. The Customer shall provide documentation evidencing that all TRIPLE’s Property has been deleted. Until this documentation is received, the Services will be deemed to continue to be provided and therefore Fees will continue to accrue.
Within the Term and the provisions of this Agreement, the Customer shall be entitled to use any Merchant Data provided by Company to the Customer unrestricted only for the Agreed Purpose and for only as necessary to use the Services. Any other use of TRIPLE’s Property and Merchant Data would constitute a breach of this agreement as well as a material breach of the intellectual property obligations agreed between TRIPLE and the Customer.
Both Parties authorize the other Party to use, during the term of the provision of the Services the Intellectual Property Rights over its trademarks and commercial signs and in its products and services to the extent necessary or related to the provision of the Services (including to display the other Party trademarks on their respective websites) under the instructions that, where appropriate, one Party may give to the other Party (hereinafter, the "
License"). The License is granted by the Parties on a non-exclusive, irrevocable, free, universal and sub-licensable basis to the Parties’ group companies.
9. PRICE AND TERMS OF PAYMENT
The fees for the Services are set out in the applicable Purchase Order (“Fee”).
TRIPLE will issue an invoice within the first ten (10) days of each month to the Customer, which shall include the details of the monthly accrued Fee. Invoices will be sent to the Customer via email, unless expressly agreed otherwise. The Customer shall pay the invoice by bank transfer within fifteen (15) days of its electronic remittance.
TRIPLE shall have no obligation to provide the Services to the Customer if the Customer has not paid the Fee or if it does not comply with the terms of payment within 30 calendar days of TRIPLE notifying the Customer of the non-compliance.
10. TERM
The term of this Agreement shall be determined in each signed Purchase Order (“Term”). Notwithstanding the above, each Party has the right to terminate a Term by giving notice at least ninety (90) days prior to the end of each Term. The termination must be made in writing and be submitted via mail or email.
The right to immediate termination for cause shall remain unaffected. In particular, TRIPLE has the right to immediately terminate this Agreement:
- If the Customer is in default of payment and does not settle the outstanding payment upon receipt of a warning letter with a deadline for payment and expiration of that deadline to no avail;
- If the Customer is insolvent, subject to insolvency proceedings, insolvency proceedings have been commenced or the commencement of insolvency proceedings is dismissed due to lack of assets;
- If the Customer violates the provisions of this Agreement and fails to remedy this violation upon receipt of a written request with an adequate deadline. No such request is necessary if it has no prospect of success or if the violation is so serious that TRIPLE cannot be reasonably expected to adhere to this Agreement. A violation is also deemed serious if the Customer has received notices of warnings several times because of similar violations.
Upon termination of this Agreement, the Customer is obliged to delete all Data and all Deliverables delivered by TRIPLE during the provision of the Services.
Any modification introduced to these General Terms and Conditions will be notified to the Customer by TRIPLE prior to its application. The modifications shall be deemed accepted if the Customer does not inform TRIPLE of its non-conformity. If the Customer rejects the changes, TRIPLE has the right to terminate this Agreement.
Following any termination or expiration of this Agreement or of any Purchase Order, (a) TRIPLE will not be obligated to continue performing any such terminated Services, (b) the Customer will pay TRIPLE all the accrued and due Fees earned prior to termination and (c) each Party will return any Confidential Information or property of the other party within ten (10) days from the date of such termination.
11. TECHNICAL SUPPORT
TRIPLE undertakes to provide the Customer with the appropriate technical support to resolve incidents regarding the Services, at no cost to the Customer. TRIPLE will provide the personnel and material resources at its disposal to resolve incidents related to TRIPLE’s Service to the Customer as soon as possible.
All incidents must be reported by email as soon as possible to the e-mail address
info@jointriple.com. The Customer undertakes to provide the necessary data, whenever available, required to be attended by the technical support service.
Any complaint must be made in writing within thirty (30) calendar days of the provision of the Services that are the subject of the complaint. TRIPLE's liability shall in all cases be limited to correcting or re-performing the Services that have been provided in breach, this being the only right that may be claimed by the Customer.
12. ASSIGNMENT
Neither Party may assign its rights or obligations arising from this Agreement without the prior written consent of the other Party, except in the case of an assignment in favor of any group company, provided that: (i) the assignee undertakes in writing to be bound by the terms of this Agreement and (ii) the assignor informs the other Party of this assignment.
13. MISCELLANEOUS
In the event that any of the clauses included in this Agreement should be declared totally or partially null and void or ineffective, such nullity shall only affect said clause or the part thereof that is null and void or ineffective, and the rest of the clauses shall remain in force in all other respects.
Any deviating terms and conditions of the Customer as well as any deviations and/or amendments to this Agreement shall only become part of this Agreement if they have been agreed by the Parties in writing, through a Purchase Order.
14. APPLICABLE LAW AND JURISDICTION
The relationship between the Parties shall be governed by Spanish law. For any controversy directly or indirectly related to the Agreement or the Purchase Order, the Parties submit to the Courts and Tribunals of Madrid.
All rights reserved. May 2023. TRIPLE TECHNOLOGIES, LTD.
