Current as of 5 June 2023

Terms & Conditions

Everything you need to know about the product and billing.
General Conditions

General Conditions of use of the website www.jointriple.com

IDENTIFICATION DATA OF THE OWNER OF THE SERVICES TRIPLE TECHNOLOGIES LTD Tax ID nº 347045895 Address 20-22 Wenlock Road, N1 7GU, London, EnglandRegistered in the United Kingdom Trade Register Contact email: info@jointriple.com

1. ACCESS AND USE OF THE SERVICES OFFERED BY TRIPLE

1.1. Access to the Website

These general terms and conditions (hereinafter, the "General Terms and Conditions") govern the use of the website www.jointriple.com (hereinafter, the "Website") belonging to TRIPLE. The purpose of this Website is to provide users with information about the products and services offered by TRIPLE.  

1.2. Acceptance of the General Terms and Conditions and, where applicable, the Specific Terms and Conditions

Access to the Website implies acceptance by the user of these General Terms and Conditions, so please read them carefully before using the Website. If you do not accept these Terms and Conditions, please refrain from using the Website and its content. Subscription to the products or any of the related services may be subject to special conditions that may be established by TRIPLE from time to time. These conditions may supplement, modify or replace, where appropriate, the General Conditions.

Here in after, any of the aforementioned conditions, or any other specific conditions of other services offered by TRIPLE from time to time, shall be referred to as the "Specific Conditions".

TRIPLE also informs users that these General Conditions and, where applicable, the Specific Conditions, may be adapted or modified at any time without prior notice. Consequently, the user must read and accept any new versions of the General Conditions and, where applicable, the Specific Conditions.

1.3. User registration and identification with TRIPLE (electronic signature)

TRIPLE does not require prior subscription or registration for simple browsing or for access to or use of certain services on its website. However, in order to actively use the TRIPLE Service, Users must first register and create a profile.  

During the registration process, the User must accept the Privacy Policy and the corresponding General Conditions and, where applicable, Specific Conditions. In particular, the User will activate an e-mail address and a personal password in order to be able to operate in TRIPLE as a User for all purposes.

These identification mechanisms and their use through the TRIPLE platform will, for all purposes, have the status of the User's electronic signature in their relations with TRIPLE and with the businesses and financial institutions that participate in TRIPLE (hereinafter, "Electronic Signature"). The Electronic Signature of each User shall be personal and non-transferable, and the User shall be obliged to inform TRIPLE of any changes that may occur in their personal details. It is the User's responsibility to exercise due diligence to prevent access and/or use by third parties who access or use the Electronic Signature on their behalf.

Likewise, the User will be solely responsible for the choice, loss, theft or unauthorised use of any identification code or password and for the consequences that may arise from this.  In any case, the User shall be responsible for the proper use of the Electronic Signature and must refrain from using it for illicit purposes or effects or contrary to the provisions of these General Conditions and any Specific Conditions.

2. TRIPLE'S LIABILITY IN RESPECT OF THE INFORMATION CONTAINED ON THE WEBSITE

2.1. Operation of the Website

TRIPLE makes its best efforts to keep the Website in good working order, avoiding errors or, where appropriate, repairing them, and keeping the contents of the Website duly updated. However, TRIPLE does not guarantee the availability and continuity of access to the Website or the absence of errors in its content, nor does it guarantee that the content will be updated in a timely manner. The user accepts the foregoing and undertakes to exercise the utmost diligence and prudence when accessing and browsing the Website or using the content, information and services available on it.

2.2. Modifications to the information on the Website

TRIPLE reserves the right to make, at any time and without prior notice, modifications, deletions or updates to the information contained on the Website, its configuration or presentation.    

2.3. Website content

The user undertakes and undertakes not to use the content available on the Website at any time in any way that may constitute a violation of any rules or violate morals, good customs or the image and good professional name of TRIPLE or its collaborators.

TRIPLE accepts no liability for any consequences that may arise from improper use or negligence on the part of users in relation to said content.

2.4. Use of the information on the Website

Both access to the Website and the use that may be made of any information contained therein is the sole responsibility of the user. Consequently, TRIPLE accepts no liability for any damages that may arise, directly or indirectly, from accessing or using the information contained on the Website.  

Furthermore, TRIPLE accepts no liability for any damage or harm to the user's software or hardware arising from access to or use of the Website.

2.5. TRIPLE's non-liability for damages

In addition to the above, and to the extent permitted by law and except as provided in any other General or Specific Conditions, in no event shall TRIPLE be liable for personal, incidental, special, direct or indirect damages, including, without limitation, damages for loss of profits, loss of or failure to obtain employment, loss of data, business interruption or any other commercial damage or loss, related to the use or inability to use the application, regardless of the cause, regardless of the theory of liability (contractual or non-contractual or otherwise) and even if the user has been advised of the possibility of such damages. In no event shall liability for all damages (except as required by applicable law) exceed five thousand Euros (5,000 Euros).

3. USER’S LIABILITY

3.1.
The user is aware, and voluntarily accepts, that the use of the Website and any subscription to TRIPLE products or services takes place, in all cases, under his/her sole and exclusive responsibility, and therefore will be liable for damages of any kind that TRIPLE may suffer as a result of non-compliance with any of the obligations to which he/she is subject by virtue of these General Conditions, Specific Conditions, Privacy Policy or applicable legislation in relation to the use of the services.

4. HYPERTEXT LINKS POLICY (LINKS)

4.1.
TRIPLE accepts no liability whatsoever for the connection or content of hypertext links to third party websites, nor does their existence imply that they endorse, promote, guarantee or recommend the linked websites.

4.2. In addition, third parties intending to include a hypertext link to the TRIPLE website must obtain prior express written consent from TRIPLE.  In any case, TRIPLE accepts no liability whatsoever for the connection or content of third-party hypertext links.

5. PRIVACY AND COMMERCIAL COMMUNICATIONS POLICY

5.1.
If you provide us with your e-mail address so that we can keep you informed of TRIPLE products and services, or if, while browsing, making enquiries, requests, simulations through the Website or subscribing to TRIPLE products and services, you provide us with personal data, the provisions of TRIPLE's Privacy and Commercial Communications Policy shall apply, which must be accepted beforehand by the user.  

6. INDUSTRIAL AND INTELLECTUAL PROPERTY

6.1.
All the contents of the Website (including, but not limited to, databases, images, photographs, patents, utility and industrial models, drawings, graphics, text files, audio, video and software), as well as the products and services offered through it, are the property of TRIPLE or its suppliers, in the latter case having been licensed or assigned by them and are protected by Spanish or international intellectual and industrial property regulations.

The compilation (understood as the collection, design, arrangement and assembly) of all the content of the Website is the exclusive property of TRIPLE and is protected by the applicable regulations on industrial and intellectual property.    

6.2.  All software used in the use and development of the Website is the property of TRIPLE or its software suppliers and is protected by industrial and intellectual property laws.

6.3.  The brands, signs, distinctive signs or logos that appear on the Website, or on the products and services offered through it, are the property of TRIPLE or its content providers and are duly registered or in the process of being registered. The names of other products, services and companies that appear in this document or on the Website may be trademarks or other registered distinctive signs of their respective and legitimate owners.

6.4.  All texts, graphic designs, videos or audio supports are the property of TRIPLE, or its content providers, and may not be subsequently modified, copied, altered, reproduced, adapted or translated by the user or third parties without the express authorisation of the owners of said content.

6.5.  Making available to users the databases, images, photographs, patents, utility and industrial models, drawings, graphics, text files, audio, video and software owned by TRIPLE or its content providers that appear on the Website does not imply, under any circumstances, the transfer of ownership or the granting of a right of exploitation in favour of the user other than the use that involves legitimate use and in accordance with the nature of the services.

6.6.  Any use of the contents of the Website that is made without the authorisation of TRIPLE is strictly prohibited, including their exploitation, reproduction, dissemination, transformation, distribution, transmission by any means, subsequent publication, exhibition, public communication or total or partial representation, which, should they occur, shall constitute infringements of TRIPLE's intellectual property rights, punishable under applicable legislation.

7. LICENCE FOR USE OF THE WEBSITE

7.1.  
TRIPLE grants the user a right of use or licence, not a licence to sell, for the use of the services through the Website, which shall be governed by the terms described herein (hereinafter the "Licence"). TRIPLE reserves all other rights not expressly granted.  

7.2. The Licence to use the services through the Website is a non-transferable licence to use the Website on any compatible device owned or controlled by the user, as permitted by the rules of use set out in these Terms and Conditions.

7.3. The User may not rent, lease, lend, loan, sell, redistribute or sublicense the Website. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify or create derivative works of the Web Site, all updates, or any part thereof (except and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent permitted by the terms of the licence to use any of the source open source components included in the License).

Any attempt to do so is a violation of TRIPLE's rights. Failure to comply with these restrictions may result in legal action and damages. The terms of the Licence shall also govern any updates provided by TRIPLE which replaces and/or supplements the services, unless such update includes a licence of its own, in which case the terms of such licence shall govern.

7.4. The Licence shall remain in force until terminated by the user or TRIPLE. The rights granted under this Licence shall terminate without notice if the user breaches any term(s) of the General Conditions, Specific Conditions or Privacy Policy.
Upon termination of the Licence, the user must cease using the Website, and destroy or uninstall all copies, in whole or in part.

8. ACCESSING THE WEBSITE FROM MOBILE DEVICES

8.1.
 All the provisions of these Terms and Conditions shall apply to access made by the user via mobile phone, other mobile devices or computer equipment that allow access to the Website from time to time.

8.2.  In this regard, the user is informed that TRIPLE does not charge for mobile access to the content or services of the Website, but that the user's telephone operator will apply the tariff contracted for sending and receiving data.

8.3.  TRIPLE accepts no responsibility for any restrictions imposed by the telephone operator that may prevent the content or services of the Website from being normally accessible.

9. ACCESSING THE WEBSITE FROM MOBILE DEVICES

9.1.  
Access to and use of the Service shall be governed by and construed in accordance with Spanish law.

9.2.  Any dispute that may arise between TRIPLE and the user shall be settled, with express waiver by the parties of their own jurisdiction, by the Courts and Tribunals of the city of Madrid (Spain).
Transaction Enrichment
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.
Rewards
1. TRIPLE’S SPECIFIC TERMS AND CONDITIONS FOR BUSINESSES AND THEIR ACCEPTANCE

1.1.
These specific terms and conditions for contracting the service offered by TRIPLE to businesses (hereinafter, the "Specific Conditions") regulate the access and use of the service offered by TRIPLE to businesses, which consists in the automatization of rewards programs for businesses which are members of TRIPLE (hereinafter, "Business/es"), and which connects these Businesses with financial entities, through the corresponding TRIPLE's API (hereinafter, the "TRIPLE’s Business Service" or the "Service"), via TRIPLE’s technology platform (hereinafter, "TRIPLE’s Platform").

1.2. These Specific Conditions are applicable to those Businesses using the Service and shall be accepted by the Businesses prior to their adhesion to TRIPLE. The Specific Conditions are supplemented by TRIPLE's General Conditions (hereinafter, the "General Conditions"), by TRIPLE's Privacy Policy and by any other arrangement or agreements that may be entered into between TRIPLE and the Business (collectively, the "Contractual Relationship").

1.3. The sole use of TRIPLE’s Platform and, consequently, of TRIPLE’s Business Service implies the automatic, full and unreserved acceptance by the Business of the provisions established in the documents entering the Contractual Relationship, in the version published on TRIPLE’s website at each time. In this sense, TRIPLE reserves the right to introduce modifications and changes in the above-mentioned documents, so it is the Business duty to periodically check for any possible modifications, in order to comply with the Contractual Relationship at all times. Although, all modifications will be notified to the Business, prior to their implementation.

1.4. TRIPLE and the Business may be referred to individually as a "Party" or jointly as the "Parties".

2. CONTRACTUAL DOCUMENTATION AND ORDER OF PRECEDENCE

2.1.
In case of discrepancy, the order of precedence of the contractual documents that make up the agreement between the Parties is as follows: The Agreement between the Parties.These Specific Conditions.The General Conditions.

2.2. This contractual documentation supersedes any previous agreement between the Business and TRIPLE on the same subject matter.

3. CONTENT OF TRIPLE’S SERVICE FOR BUSINESS

3.1.
Businesses will be registered on TRIPLE’s Platform, where they will have access to the information regarding the transactions made by their customers. The Business’s customers must have given their authorization. The obligation to inform the Business’s customers corresponds either to the Business or to the corresponding financial entity.

3.2. TRIPLE will link, through its API, the relating data to the transactions carried out by the Business with its customers and with the financial entities.  

3.3. The Business’s customer will accumulate the prizes or rewards generated at any given time through the relevant Business’s rewards program. This information will be available on TRIPLE’s Platform for the Business and through the corresponding financial entity’s application for customers.

4. ACCESS AND REGISTRATION TO THE CONTENT OF TRIPLE’S SERVICE FOR BUSINESSES

4.1.
In order to register on TRIPLE’s Platform, the Business is required to identify itself on TRIPLE’s Platform by means of an e-mail address and a password (hereinafter, "Identification"), which allows access to TRIPLE’s Platform.

4.2. Once registration on TRIPLE’s Platform is completed, the Business may access TRIPLE’s Service to Businesses, by means of prior Identification.

4.3. The Businesses will have an own space on TRIPLE’s Platform, where they will have access to all the information regarding the transactions carried out by its customers in the corresponding rewards programs with each of the related financial entities. Subsequently, once customers comply with the requirements established in each of the rewards programs, they will be able to request their redemption or unblock from the corresponding financial entity.

4.4. The subscription to TRIPLE’s Service for Businesses is unipersonal and non-transferable to third parties. If any abusive, fraudulent or illegal use is detected, or any use that is not in accordance with the conditions set out herein or with any of the documents that make up the Contractual Relationship, TRIPLE reserves the right to cancel the Business’s subscription, notifying the Business by e-mail, without this entailing the accrual of any sums for the Business.

5. WARRANTIES

5.1. TRIPLE represents and warrants that it holds all rights, authorizations, licenses, permits and consents necessary to provide the Service. It also warrants that it will provide the Service with the diligence of a respectable businessman. financial entity.

5.2. The Business 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 Platform. It also warrants that it will provide the Service with the diligence of a respectable businessman.

6. LIABILITY

6.1.
Both Parties shall be liable to the other Party for any breach of the obligations contained in these Specific Conditions and the other documents of the Contractual Relationship.

6.2. The Business shall indemnify and hold TRIPLE harmless against any possible claim that a third party may file against TRIPLE, in particular by financial entities, regarding the non-payment or non-fulfilment of the obligations established in the rewards programs. In particular, the Business shall reimburse TRIPLE for all the expenses incurred in its defense against the claim and shall pay any compensation or payments that TRIPLE might be required to make to the claimant, whether by judgment, administrative resolution or agreement, and any other damages to TRIPLE that derive directly or indirectly from the claim.

6.3
TRIPLE shall be exonerated from any liability in case of any malfunction of TRIPLE’s Platform that prevents the normal performance of the Service for external circumstances and, in particular, for external acts of malicious misconduct. Also, TRIPLE is exempt from any liability if, due to force majeure, by events beyond its control or for justified reasons, was forced to cancel or suspend the Service, not being able to be held liable for these reasons.

7. DATA PROTECTION

7.1. The Service provided under this Specific Conditions may entail the processing of personal. Due to the nature of the Service, TRIPLE may have access to personal data on behalf of the Business ("Personal Data").  

7.2.
In this regard, the Parties agree to comply with the provisions set forth in REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter "GDPR") and in Organic Law 3/2018 of 5 December, on Data Protection and Guarantee of Digital Rights (hereinafter "LOPDGDD"), or any other provisions and regulations replacing it, in relation to all Personal Data in connection with the provision of the Service, signing for this purpose any documents necessary to regulate such eventual access to files containing Personal Data and treating such data in accordance with the provisions of TRIPLE’s Privacy Policy.

7.3.
In particular, when TRIPLE holds the status of Data Processor, in accordance with the applicable regulations, the Parties shall sign the corresponding Agreement on the Processing of Personal Data (hereinafter, "DPA"), which shall set out the purpose, duration, nature, form of processing and purpose of the processing, the type of personal data and categories of data subjects, and the obligations and rights of both Parties with respect to the Personal Data, each acting reasonably and in good faith.

8. CONFIDENTIALITY

8.1. 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 these Specific Conditions. 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.

8.2. TRIPLE and the Business shall use the Confidential Information received with the sole objective and purpose of providing and receiving the Service, which is the object of these Specific Conditions, to which the provisions herein shall apply insofar as they are not modified by any other subsequent agreement.

8.3. 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.

8.4. The Confidential Information received may not be reproduced or disclosed in any form whatsoever, except for internal use when this is necessary for the fulfilment 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.

8.5. When either TRIPLE or the Business 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.

8.6. The duty of confidentiality set out in this clause shall remain in effect even after the termination of this Specific Conditions for a period of five (5) years after termination.

9. INTELLECTUAL PROPERTY RIGHTS

9.1.
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").

9.2. TRIPLE shall retain, in particular, all Intellectual Property Rights over its website and its brand and the Busines shall retain all Intellectual Property Rights over its brand and commercial signs, as well as over its website or the platforms that it may use to carry out its activity.

9.3. The Business authorizes TRIPLE to use, during the term of the provision of the Service and for the whole world, the Intellectual Property Rights over the Business's trademarks and commercial signs and in its products and services to the extent necessary or related to the provision of the Service (including to display the Business’s trademarks on TRIPLE's website) and to carry out any communications or advertising campaigns it deems appropriate to promote the Service and under the instructions that, where appropriate, the Business may give TRIPLE (hereinafter, the "License"). The License is granted by the Business on a non-exclusive, irrevocable, free, universal and sub-licensable basis to third parties.

9.4. The Business warrants TRIPLE that it has the necessary rights to grant the License for the promotion of the Service and that the use of the Intellectual Property Rights does not constitute legal infringement, nor infringement of the rights of any kind of third parties, nor breach of obligations contracted with third parties, nor does it constitute unfair competition.

10.  PRICE AND TERMS OF PAYMENT

10.1.
The Business undertakes to pay TRIPLE the price of the Service (hereinafter, the "Price") agreed from time to time by TRIPLE and the Business.

10.2. In addition, the Business shall determine, together with TRIPLE, within limits applicable to all Businesses, the quantitative and qualitative requirements of their respective rewards programs, which customers must meet. All this information will be available at all times on TRIPLE’s Platform (hereinafter, Generated Cashback”).  
The method or variable selected by the Business will appear on TRIPLE’s Platform and the Business may request a modification of the same, with at least a prior thirty (30) working days' notice to TRIPLE.

10.3. The Business shall pay TRIPLE the amount accrued in accordance with the agreement in the previous sections in arrears, that is to say, the Price and the Generated Cashback. For this purpose, TRIPLE will issue an invoice to the Business, which shall include the two separate above-mentioned items, which the Business shall pay by bank transfer within thirty (30) days of its electronic remittance.

10.4. TRIPLE shall have no obligation to provide TRIPLE’s Service to Businesses if the Business has not paid the Price or the Generated Cashback or if it does not comply with the Terms of Payment within 30 calendar days of TRIPLE notifying the Business of the non-compliance.

10.5. In the event that the Business fails to fulfil its or any other conditions set out herein or in the Contractual Relationship, TRIPLE reserves the right to suspend TRIPLE’s Service to Businesses or to terminate the contractual relationship with the Business.

10.6. TRIPLE may change the Price at any time by giving 15 days' notice to the Business. In the event that the Business does not accept any changes to the Price, it may cancel the subscription free of charge.

11. TERM

TRIPLE’s Service to Businesses shall be provided indefinite.Notwithstanding the foregoing, both TRIPLE and the Business may terminate the provision of the Service by notifying the other party, provided that at least 30 calendar days' notice is given prior to the termination date.Any sums due to be paid by the Business shall be paid to TRIPLE in prior to the termination of the Service.

12. TECHNICAL SUPPORT

12.1.
TRIPLE undertakes to provide the Business with the appropriate technical support to resolve incidents regarding TRIPLE’s Platform, at no cost to the Business. TRIPLE will provide the personnel and material resources at its disposal to resolve incidents related to TRIPLE’s Service to Business as soon as possible.  

12.2. All incidents must be reported by email as soon as possible to the e-mail address info@jointriple.com. The Business undertakes to provide the necessary data, whenever available, required to be attended by the technical support service.

12.3. Any complaint must be made in writing within thirty (30) calendar days of the provision of the Service that are the subject of the complaint. TRIPLE's liability shall in all cases be limited to correcting or re-performing the Service that has been provided in breach, this being the only right that may be claimed by the Business.

13. MISCELLANEOUS

In the event that any of the clauses included in these Specific Conditions 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.

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 Contractual Relationship, the Parties submit to the Courts and Tribunals of Madrid. All rights reserved. December 2021. TRIPLE TECHNOLOGIES, LTD.

Name: _________________________________________
Title: ___________________________________________
Date: ____________________________________________
For and on behalf of _______________________________
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