General Terms and Conditions
of the Service nebulaSUITE

Last Update: May 2023

FIRST: Definitions

Service-level agreement: Clauses or particularities of the contract signed between the parties or included in these General Conditions that develop and stipulate the services objectively in terms of level and quality that will be applicable.

Third-Party Applications / Third-Party Software: Third-party applications that may interact with VÍNTEGRIS software.

Client: Natural or legal person, duly represented, who contracts the nebulaSUITE Services provided by VÍNTEGRIS. Unless otherwise agreed, the Customer declares to be the owner of the equipment in which the application is used or to have the authorization to use the same. Likewise, he affirms that he has sufficient powers to bind the legal person he represents to bind it to the VÍNTEGRIS documentation and to these General Conditions, so that the use and payment of such services are sufficient proof of the execution of the contracts and to act with sufficient representation to bind the company it represents.

Partner: Company that meets the requirements to participate as a reseller of VÍNTEGRIS solutions, acting on its behalf, with its organization and in direct relationship with customers using VÍNTEGRIS solutions and services.

General Conditions: Reference is made to these general conditions, however applicable to the Service and its attachments.

Special Conditions: Refers to the special conditions that establish, where appropriate, the personalized terms of the Service and ancillary services agreed between VÍNTEGRIS and the Customer.

Customer Data: Those Data entered by the Customer which will be collected systematically and individually accessible by VÍNTEGRIS.

Equipment: Computers, tablets, smartphones and any other electronic machine capable of storing information and processing it for the correct development of the software or that equipment that interacts with the VÍNTEGRIS service.

License: Rights granted by VÍNTEGRIS to the Customer under the terms and conditions established in the relevant agreement and which include, among other things, the limits on copying, installing, using, viewing and running the software.

Complementary Program: This is any tool or software component that belongs to or is licensed by VÍNTEGRIS and that VÍNTEGRIS makes available for download as part of the Cloud Services to facilitate access, operation and/or use of the User with the Environment of the Services. It does not include separately licensed third-party technology.

Economic Proposal: Includes the specifications of the service contracted by the Client, including the number of users who can access the Services.

SaaS Service: Software as a Service (SaaS). These are services provided via the internet by VÍNTEGRIS to the Customer, concerning to the use of the Service, through the SaaS Services platform and within the cloud computing infrastructure.

Applicant: Natural person who, for the purposes of these General Conditions, acts in the name and on behalf of the Customer, and who requests VÍNTEGRIS to provide the nebulaSUITE service.

User: Person authorized by the Customer to use the VÍNTEGRIS Software.

VÍNTEGRIS: The company VÍNTEGRIS, SLU, with domicile in Calle Pallars 99, third floor, office 33, 08018 Barcelona, ​​Spain, and CIF B-62913926, and registered in the Commercial Register of Barcelona.

SECOND: VÍNTEGRIS Services

The Applicant, a natural person who for the purposes of these General Conditions acts on behalf of the Client, and requests VÍNTEGRIS, the provision of the nebulaSUITE service. nebulaSUITE includes the following services:

Service Name	Description
nebulaUSERS	Users management service
nebulaID	Certificate issuance service
nebulaCERT	Centralized certificate management service
nebulaACCESS	Dynamic Multi-Factor Authentication Service
nebulaSIGN	Signature holder service
nebulaSNE	Electronic notification management services
nebulaDISCOVER	Digital certificate detection service
nebulaSCORING	Credit Risk Scoring Management Service

The services indicated are provided by VÍNTEGRIS in SaaS mode upon selection by the Customer or licensee, using various IT applications owned by VÍNTEGRIS located on a technological platform to which the Customer will have access, once the relative user licenses have been granted.

THIRD: Mandatory nature of the General Conditions

These General Conditions for the Procurement of Services (“General Conditions”) regulate the use of all nebulaSUITE services.

VÍNTEGRIS reserves the right to modify, periodically and at its sole discretion, these General Conditions, in which case the modified General Conditions will govern all nebulaSUITE services.

The Applicant accepts and undertakes to make correct use of the nebulaSUITE services, in accordance with all applicable laws of the European Union and Spain, as well as the relevant regulations, rules, notices, criteria, reports and technical standards that result from (collectively referred to as “Laws”), and according to the rules of good faith, public order and contained in the General Conditions.

These General Conditions are implemented subject to the Laws, their agreements and the declaration of fiduciary practices (DPC) in force at the time of the provision of each service, and which can be found updated at the internet address https://www.vincasign.net/

FORTH: Subscription process

To contract the Service, the customer must sign the acceptance sheet included in the economic proposal which will contain a summary of these General Conditions and the Special Conditions, as well as the reference to this link https://www.vintegris.com//nebulasuite-service-terms/.

Once the relevant documentation has been signed, VÍNTEGRIS will give the Client access to the Platform. Upon the first access to the platform, it is understood that the Customer accepts the General Conditions.

The finalization of the contractual process is subject to the verification of the data provided by VÍNTEGRIS. Once the contract is concluded, VÍNTEGRIS will send the customer a Purchase Confirmation Letter via e-mail which will contain the data of the subscription contract. Furthermore, except in the case of renewals, VÍNTEGRIS will send the customer via e-mail a document called “Welcome Info (WI)”, which will include the instructions for accessing the platform, the period of validity of the subscription, the identification of the User for access and the Customer’s email address to whom the link to reset the password will be sent.

It should be noted that the start and end dates of the subscription (validity period) will be those indicated in the “Welcome Info (WI)” document, the start date will coincide with the environment activation date and the date from which the subscription is contracted, until the end date, which is the maximum contracted date. These dates will be the ones that will be taken as a reference to take into account the expiration of the subscription and its renewal.

The password provided to the user is unique, personal and non-transferable. It will be the Customer’s obligation to make diligent use and keep their passwords or other credentials secret. Consequently, the Customer is responsible for the correct custody and confidentiality of any credentials and/or passwords and undertakes not to transfer their use to third parties, temporarily or permanently, or to allow their access to third parties. The Customer will be responsible for the use of the Services by any illegitimate third-party who uses a password for this purpose due to the non-diligent use or loss of the password by the User. By virtue of the above, it is the Customer’s obligation to immediately notify VÍNTEGRIS of any fact that allows the improper use of identifiers and/or passwords, such as theft, loss or unauthorized access to them, in order to proceed with their immediate cancellation. As long as these facts are not disclosed, VÍNTEGRIS will be exonerated from any liability that may arise from the misuse of credentials or passwords by unauthorized third parties.

It is recommended to change this password periodically and not to use it for multiple services.

FIFTH: Limitations of the applicant

The Applicant, at the time of requesting the nebulaSUITE services and according to current legislation, was informed of the precise instructions for the use of the services, of the limitations of use and of the ways in which VÍNTEGRIS limits its possible liability, as well as the sufficient qualification of VÍNTEGRIS , and the related dispute resolution procedures, and accepts them expressly and unreservedly, for the purposes of what is indicated in articles 5 and 7 of Law 7/1998, of 13 April, on the general terms and conditions.

SIXTH: Regulation of nebulaSUITE services

The nebulaSUITE services are specifically regulated by the following service documentation, fully incorporated into the contract: 1 °) These General Conditions. 2º) Annex I “Specific terms of the nebulaSUITE Services”. 3º) Annex II “Service level agreements (SLA)”. 4º) DPA, Data Processing Agreement.

SEVENTH: Fees, invoicing, and payment method

The Customer will pay the fees for the applicable services referred to in these General Conditions in accordance with the price list approved by VÍNTEGRIS at any time, as indicated in the Economic Proposal approved by both parties before the start of the supply of nebulaSUITE services. Without prejudice to what may be reported in the price list, the price that the Customer will have to pay is the one that appears in the Economic Proposal.

The prices of the services contracted by the Customer are indicated in the Economic Proposal, as well as the details of the services and technologies contracted by the Customer.

In the event that the Client contracts the services through a VÍNTEGRIS partner, VÍNTEGRIS will invoice the partner for the corresponding amount indicated in the Economic Proposal approved by both parties prior to the start of the provision of the nebulaSUITE services.

The Partner will pay the corresponding amount according to the payment conditions established in the Financial Proposal.

In these cases, VÍNTEGRIS will not be responsible for the commitments that the Partner has acquired directly with the Client, it will only respond according to the services agreed upon and contracted by the Partner for the Client.

However, each year the subscription is renewed, the price of said subscription may increase if the Consumer Price Index (CPI) increases. Therefore, each year the price of the subscription will be updated in accordance with the CPI. In the event that the CPI is less than 0 (zero), the price set by the parties in the Economic Proposal will be maintained.

The payment method and the billing conditions are indicated in the Economic Proposal.

All payments will be made in euros (€), unless otherwise indicated in the Economic Proposal.

VÍNTEGRIS will invoice the Customer by the following:

1. Standard Invoicing
   1. 100% of the fees for the Technology and Services will be billed (up to 5 days), after making it available to the Customer (activation of the environment/sending of Welcome Info).
2. Special Invoicing. The billing conditions are as follows:
   1. 100% of the fees for the Technology, after making it available to the Customer (activation of the environment/sending of Welcome Info).
   2. 50% of the fees for the Services, at the start of the project. The remaining 50% at the end after the Client’s approval.

In the event that the Client contracts the services through a VÍNTEGRIS Partner, the policies related to billing and payment indicated above will apply directly to the Partner.

If the Customer fails to make full or partial payment of the amounts due within one month from the due date of the agreed invoice. In that case, VÍNTEGRIS may temporarily suspend the service upon communication with the Customer. The service restriction will affect only the services for which the payment was overdue. The temporary suspension does not release the Client from the obligation to continue to pay the relevant periodic instalments.

VÍNTEGRIS may also suspend or cancel the provision of the Service in the event that:

1. the Customer fails to fulfill any of the obligations under his responsibility pursuant to these General Conditions or the Special Conditions applicable to it;
2. has provided false or incorrect data in the application for registration to the Service.
3. VÍNTEGRIS would believe and/or have reasonable indications that illicit activities, contrary to the public order and/or morality or contrary to the provisions of the General Conditions provisions could be committed through the Service.

The delay in payment for a period of more than 2 months or the temporary suspension of the contract on two occasions due to delayed payment of any of the contracted services, will entitle VÍNTEGRIS to the definitive interruption of all contracted services and the corresponding resolution of the contract, provided that the Customer is notified according to a 10 working days-advance.

The policy relating to the suspension and cancellation of services for non-payment will also apply if the services have been contracted through the VÍNTEGRIS partners, to whom both billing and payment have been delegated, and he has not proceeded with his payment.

The PARTNER may request VÍNTEGRIS to deactivate each active Subscription separately and, depending on the Solution, the Customer will have limited or no access to the Solution. VÍNTEGRIS will in no way be liable to the Client for the deactivation of the Client’s Subscription by the PARTNER.

EIGHTH: Validity

Except concerning clauses 9, 10, 11, 12 and 17, the validity of these General Conditions will be that corresponding to the service provided and this will appear in the WI document or failing that in the purchase confirmation. The remaining clauses will remain in force as long as the legally established deadlines in each case do not expire, or, if they are not established, as long as the legal actions that VÍNTEGRIS may exercise against the Client, or third parties do not expire or expire.

NINTH: Termination of the Services

The Services covered by this Agreement will be provided during the Service Period defined in the WI document or, failing that, in the purchase confirmation, unless suspended or early terminated pursuant to these General Conditions or the Economic Proposal

Early termination without cause. The Client may decide to cancel the subscription early, at any time, but it will not receive any refund of previously paid fees and shall immediately pay all overdue fees until the end of the Subscription Period. In this case, the service will remain active until the initially agreed expiration date, unless the Customer expressly requires the deactivation of the account.

Early termination for justifiable cause. Either party may terminate the contract for justifiable cause: (i) with thirty (30) days’ notice to the other party that a material breach has occurred, provided that such breach has not been remedied within the period; or (ii) immediately, if the counterparty is in bankruptcy proceeding or any other procedure relating to the termination of payments, the cessation of business, liquidation or the assignment of assets to creditors. In this case, access to the service will be immediately disabled and the license to use the software relating to the Services will terminate; all this without prejudice to any right of access in relation to personal data, as required by article 16 of these General Conditions.

In addition, VÍNTEGRIS may terminate the provision of the Services for good cause with thirty (30) days’ notice if VÍNTEGRIS determines that the Client is acting (or has acted) in a way that reflects negatively on VÍNTEGRIS or affects VÍNTEGRIS or its potential clients or customers.

Subject to these reasons, the Service cannot be discontinued before the end of the Subscription Period.

Cancellation within the subscription term. Should the Customer not want to renew the subscription service, he shall provide written communication with a one month notice period, otherwise it shall be obliged to pay the cancellation fees together with the other conditions indicated herein.

If the Customer cancels the Services, they will terminate on the end date of the current Service period or, if VÍNTEGRIS periodically bills its account, at the end of the period in which the Customer has canceled.

To cancel the Services, the Customer shall contact its Sales Manager or communicate it to
customercare@vintegris.com.

The Customer shall be aware that it will be required to pay all charges of its billing account for the Services up to the expiration date of the subscription.

TENTH: License to use the software

Unless accompanied by a separate license agreement between VÍNTEGRIS and the customer, all software provided by VÍNTEGRIS as part of the Services is subject to these Terms:

1. A temporary, onerous, non-exclusive, non-transferable license is granted, in accordance with the provisions of these General Conditions and, where appropriate, the Special Conditions for the right of reproduction and use in relation to the nebulaSUITE modality of contracted service, against payment of the fees referred to in Clause 7. The software or website that is part of the Services may include third-party code. Any script or code belonging to third parties, linked to or referred to in the software or the website, is licensed to the user by the third-party owners of such code and not by VÍNTEGRIS. Any notices that may be included in this document regarding third-party codes are for informational purposes only.
2. VÍNTEGRIS reserves all rights on the software not expressly granted under these Terms. This license grants the Customer no rights regarding the following, unless authorized, in writing, by VÍNTEGRIS and in particular:
   1. Circumvent the technical protection measures that the Software or Services contain or are related to;
   2. Disassemble, decompile, decrypt, emulate, exploit a vulnerability or reverse engineer all or any part of the software or any other aspect of the Services that is included in or accessible through them, without the prior written permission of VÍNTEGRIS, except and only to the to the extent that such activity is expressly permitted by applicable intellectual property law.
   3. Copy, modify, create derivative works or otherwise attempt to extract the source code of the Software or any of the VÍNTEGRIS Services.
   4. Sublicense, transfer, reproduce or distribute any Service.
   5. Selling, reselling or otherwise making the Services and/or the Software available to third parties as part of a commercial offering that has no material value separate from the Services.
   6. Reproduce, distribute, sell, transform, publish, publicly perform, rent, lease or transmit to any person or entity, in whole or in part, in any form or by any means, mechanical, magnetic, photocopying or otherwise, without prior written permission by VÍNTEGRIS, the software.
   7. Separate software components or Services for use on different devices.
   8. Publish, copy, rent, lease, sell, export, import, distribute or lend the software or the Services.
   9. Transfer any software, software license or right to access or use the Services
   10. Use the Services in an unauthorized manner that may interfere with any third-party’s use or access to services, data, accounts or networks, or in any other way that does not comply with Applicable Law.
   11. Allow access to the Services or modification of devices authorized by VÍNTEGRIS by unauthorized third-party applications.
   12. Create telematic “links” with the services described in this Agreement or adapt or duplicate any content of the Software on any other server or wireless device.
   13. Access the product or services covered by these General Conditions in order to create a competitive product or service, or create a product using ideas, features, functions or graphics similar to those of the services provided therein.

Access to the Service is allowed only to persons in possession of the password, under the responsibility of the Customer, and the Service will be limited to the number of users corresponding to the Services contracted by the Customer and as described in the Economic Proposal.

ELEVENTH: Guarantee

Saas services consist of elements of different contractual causes; the ones deriving from the software license and the ones deriving from its deployment in the cloud infrastructure.

1. With reference to the performance of the VÍNTEGRIS software:

   VÍNTEGRIS warrants that: (i) it will provide the Services in all their substantial aspects as described in these Conditions and in the Special Conditions; (ii) provide the Services in a professional manner in accordance with these Conditions and the Special Conditions; and (iii) not knowingly introduce viruses or other forms of malicious code into the Service.

   To the extent permitted by law, the VÍNTEGRIS Services are provided “as is” without any kind of warranty or condition additional to what is stated in the preceding paragraph.

   If the Services provided to the Client have not been provided in accordance with the above guarantee, the Client shall notify VÍNTEGRIS in writing, describing the deficiency of the Services.

   In the first 5 days, VÍNTEGRIS will carry out a diagnosis of the technical reasons for non-compliance in the provision of its services in accordance with these General Conditions and the Special Conditions.

   In the event that the restoration of the service could be carried out in less than 10 days, VÍNTEGRIS will make all commercially reasonable efforts to correct the situation and will propose to the customer alternative technical measures to minimize the possible damages that could affect the customer.

   If it is not possible to provide the services in accordance with the previous guarantee within 15 days of the notification of the defective performance, VÍNTEGRIS will propose to the customer alternative technical measures to minimize the possible damages that could affect the customer. Within sixty (60) days from the date of notification of the defect, without any corrective action, either party may terminate the Services by sending written notice to the other.

   The return of the prepaid amounts from the moment of the breach of the guarantee will be the responsibility of VÍNTEGRIS and that amount shall be considered as the maximum compensation for damages that the Client can claim and demand from VÍNTEGRIS.

2. With reference to availability of the cloud infrastructure, the relevant guarantee is regulated by the terms and conditions of the Service Level Agreement (SLA) indicated in Annex II that shall be considered as an integral part of these Conditions.

TWELFTH: Limitation of liability and exclusion of warranties

Any liability on the part of VÍNTEGRIS for non-compliance with the level of service as established in ANNEX II will only be granted if VÍNTEGRIS was responsible for the breach.

In particular, VÍNTEGRIS is not responsible for:

1. Any unavailability, suspension, or termination of any of the services, or other supply problems: (i) resulting from a suspension; (ii) due to the fact that the source of control of VÍNTEGRIS, including any force majeure event or Internet access or problem relating to the other demarcation point; (iii) resulting from any action or omission of the Customer or third parties; (iv) resulting from the Customer’s personnel, software or any other technology and/or equipment, software or technology of third parties (other than third-party equipment which is the direct control of VÍNTEGRIS); (v) resulting in the suspension and termination of the Customer’s right to use and service in accordance with the service contract; (vi) affecting test, development, pre-production or commercial environments; (vii) resulting from failure to comply with the instructions of VÍNTEGRIS; or (viii) that resulting from the appearance, software or other technology of the user and/or the appearance, software or other technology of third parties (other than the appearance of third parties which are under the direct control of VÍNTEGRIS.
2. The modification of the service VÍNTEGRIS by any other person, or modification by VÍNTEGRIS of such service according to the specifications or instructions provided by the Client.
3. Content, including links to third-party websites and user-contributed activities. Such content and activities are not attributable to VÍNTEGRIS, nor do they represent the opinion of VÍNTEGRIS.
4. Indemnify any damage, direct or indirect, which is a consequence of using the service in violation of the law or these General Conditions.
5. The violation or delay in the execution of its obligations under these General Conditions to the extent that said violation or delay derives from circumstances beyond the reasonable control of VÍNTEGRIS (for example, labour conflicts, natural phenomena, wars or terrorist activities, malicious damage, accidents, or compliance with applicable law or government order). VÍNTEGRIS will endeavor to minimize the effects of such events and fulfill its obligations which are not affected by them.
6. The unavailability, suspension or termination of any of the contracted services, or any other performance problem following the preventive and corrective maintenance carried out by VÍNTEGRIS in accordance with the section “Evolution of the service” described in Annex II, provided that this is communicated in advance to the Customer.

VÍNTEGRIS will only be liable if the material obligations of the Agreement are violated intentionally or when required by applicable law.

Furthermore, unless otherwise agreed in writing, VÍNTEGRIS will not be obliged to make changes to its systems or services to adapt them to the operational requirements required by any regulatory or business requirement of the Applicant.

Neither party will be liable for any indirect, incidental, special, punitive, or consequential damages or for any loss of profits, revenue (excluding fees payable under this Agreement), data or use of data.

The total liability of VÍNTEGRIS for any damage deriving from, or in any other way connected with this Agreement, whether contractual, extra-contractual or otherwise, will be limited to the amount of the fees that have been paid to VÍNTEGRIS for the Services giving rise to liability during the twelve (12) month period immediately preceding the relevant event, less any refunds or credits received by VÍNTEGRIS under the contract.

THIRTEENTH. Customer Obligations

The Customer shall:

1. Ensure the maintenance of the facility for proper access to services and, if applicable, adapt it to the technological evolution of the contracted services.
2. Comply with the instructions of VÍNTEGRIS and those indicated in the documentation provided, if applicable.
3. Pay the fees agreed in the Economic Proposal.
4. Facilitate the correct performance of the activities by VÍNTEGRIS.
5. Do not provide the Customer accounts and credentials to third parties. The Customer will be responsible for the diligent and due use of the credentials to access the Service and/or the Contracted Software.
6. Ensure that the use that the Customer and its End Users make of the Services, including all use of the Customer Data, as well as access to the same, complies with the provisions of these General Conditions, that it will act diligently in the use of the services and will not be used to carry out any activity contrary to the law, morality or public order or to use the services for fraudulent, illicit, prohibited purposes or that may cause prejudice to third parties, declining VÍNTEGRIS, any liability that may arise from these actions.
7. That the data that it will enter on the platform are lawful and that it is duly authorized to have and process them.
8. Inform VÍNTEGRIS of any fact or situation that may have compromised the access security of authorized users.
9. It is forbidden to force errors or search for security breaches in the platform, without express authorization from VÍNTEGRIS.
10. Do not subject the platform to workloads that are clearly intended to destabilize it, including denial-of-service (DDoS) attacks or similar situations. In case of detection of this type of situation, the above service level will not apply, being considered an emergency situation.
11. The Customer undertakes to immediately suspend the credentials of any person in the event that:
    1. he is no longer considered a User,
    2. if the Customer no longer wishes to access the Services or
    3. if the Customer acknowledges or believes that he has caused a breach of these Terms or in case of misuse of credentials.

    In the event that VÍNTEGRIS considers that a User may have caused the violation by the Client of these General Conditions or whenever a misuse of the Password is made, VÍNTEGRIS may, at its own discretion, suspend the use of said Password indefinitely, in addition to any other right or remedies provided under these General Conditions or under the law.

12. Comply with the restrictions set forth in the licensing and Intellectual Property terms.
13. The Customer is liable towards VÍNTEGRIS and any third-party in good faith for any damages deriving from the violation, on his part, of any of the obligations established in these General Conditions.

FOURTEENTH: Intellectual property

Without prejudice to the provisions of clause NINTH, any computer program (Software) provided, as well as all its documentation and/or information related to it, is the exclusive property of VÍNTEGRIS or, as the case may be, of the VÍNTEGRIS Software Suppliers.

VÍNTEGRIS or its Software Providers are the only ones entitled to any intellectual property rights and copyrights in the Program, in the documentation, as well as in any other work, program and/or product delivered by VÍNTEGRIS to the Client in accordance with this Agreement.

The Client will refrain from deleting, modifying, or altering in any other way the mentions of reservation of rights in favor of the licensor, as well as, among others, the name, logo or brand that identifies the latter entity in all documentation that is provided in any medium in the context of this Agreement

FIFTEENTH: Customer Brands

By accepting these General Conditions, the Client authorizes VÍNTEGRIS to use its brand(s) and logo(s) (hereinafter, the “Brands”) for the sole purpose of using it in commercial presentations as client of VÍNTEGRIS.

To this end, the Client authorizes VÍNTEGRIS to insert and communicate its Trademarks in all media and advertising and support material.

The Client authorizes the layout and configuration of its brands so that they appear in the form and place appropriate to its image without altering colours, shapes, symbols, or graphics.

Thus, VÍNTEGRIS undertakes to (i) not alter, disfigure or mutilate the Brand(s) in any way; (ii) not use the Brand(s) in a way that harms the prestige or image of the Client; (iii) respect those reasonable indications transmitted by the Client in relation to the use of the Brand(s) for its protection and maintenance of its distinctive force, reputation, and homogeneity.

The use that VÍNTEGRIS makes of the Brand(s) during the execution of the commercial agreement between both parties does not mean in any case that VÍNTEGRIS acquires any right over them.

Upon termination of the commercial relationship between the Client and VÍNTEGRIS, VÍNTEGRIS will immediately cease to use the Brand(s).

SIXTEENTH: Protection of Personal Data

VÍNTEGRIS respects and applies the Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016 (“GDPR”) and the other current legislation on the protection of personal data applicable in the country where the processing takes place.

VÍNTEGRIS will only use and process personal data, (a) to provide the Services to the Client in accordance with the Client’s documented instructions and (b) to meet and respond to contractual obligations, and (c) to carry out administrative and commercial operations ancillary to the provision of the Services to the Client.

Data processing to provide the nebulaSUITE Services to the Customer

The terms of this section apply to Customer Data processed in all nebulaSUITE Services, which are governed by these General Conditions of Service.

VÍNTEGRIS processes this data as a data controller for the sole purpose of providing the contracted service and guaranteeing the functioning of the nebulaSUITE platform.

The processing will be made in accordance with the Data Processing Agreement (“DPA”) attached and forms an integral part of these nebulaSUITE Terms of Service.

Processing of our customers’ contact data

VÍNTEGRIS accesses and processes the data of our customers’ contact persons as a data processor in order to manage the commercial, contractual, administrative and technical relationship necessary to execute the procurement, implementation, monitoring, invoicing and technical support of the Services.

The legal basis of this treatment is:

• The legitimate interest of VÍNTEGRIS to entertain relations of any kind with the legal person in which the interested party provides his services.
• The processing is necessary for the execution of a contract to which the interested party is a party or for the application, at the request of the latter, of pre-contractual measures.
• Fulfillment of the legal obligations applicable to the data processor.

The data will be kept for the time necessary for the purpose for which they were collected or to meet possible liabilities deriving from their processing. Basic contact details may also be kept indefinitely for future reference.

The data will not be disclosed to third parties, except in cases where there is a legal obligation, or it is necessary to disclose them to third parties who provide services related to the ordinary activity of VÍNTEGRIS as a data processor.

At any time, the interested party can make a request to exercise their rights of access, rectification, cancellation, and portability of personal data processed by VÍNTEGRIS, as well as those of opposition and limitation to their treatment.

These rights can be exercised free of charge by the interested party, and possibly by his representative, by means of a written and signed request, accompanied by a copy of his DNI or equivalent document proving his identity, addressed to VÍNTEGRIS:

• By e-mail: incidentesRGPD@vintegris.com
• By post:

  Calle Pallars, 99
  Planta 3
  Oficina 33
  08018 Barcelona

In case of representation, it must be proven by a written document and attaching a copy of the identity document certifying the representation.

VÍNTEGRIS also reminds the data subject that he is entitled to lodge a complaint with the competent supervisory authority (Spanish Data Protection Agency).

SEVENTEENTH: Changes

VÍNTEGRIS reserves the right to modify at any time the terms and conditions of these General Conditions and/or the Annexes included in relation to the Service.

If the changes affect the use of the nebulaSUITE services or the Client’s legal rights in the Services, VÍNTEGRIS will notify the Client prior to the effective date via an email to the address associated with his account. These updated Terms will take effect no less than 30 days from the time of the sad communication.

If the Client does not accept the changes, he shall delete his account before they take effect. In cases where this measure is applicable, VÍNTEGRIS will offer the Client a prorated refund based on the amounts already paid for the Services and the date of cancellation of his account. By continuing to use or access the Services after the changes take effect, Customer agrees to be bound by the new, amended Terms.

EIGHTEENTH: Integrity

The clauses of these General Conditions are independent of each other, which is why if any clause is considered void or unenforceable, the remaining clauses will continue to be applicable, unless otherwise expressly agreed between the parties.

NINETEENTH: Documentation

It is expressly stated that a copy has been delivered in electronic format (by making available on the website), of all the documentation referred to in these General Conditions, as well as a summary of them together with the Economic Proposal.

TWENTIETH: Notifications

Any communication between the parties will be made in writing and will be delivered personally or in any other way that certifies receipt by the notified party. VÍNTEGRIS indicates the following address for notification purposes: administracion@vintegris.com

Any change of address of either party must be communicated to the other immediately and by a means that guarantees receipt of the message.

TWENTY-FIRST: Applicable law and jurisdiction

For anything not covered by these general conditions, the contract will be governed by Spanish civil and commercial law. The competent court is that indicated by law 1/2000, of 7 January, on civil procedure. In the event of a controversy between the parties in relation to the interpretation or compliance with these General Conditions, the parties will attempt a amicable preventive resolution according to the procedure established by VÍNTEGRIS in this regard.

If the parties do not reach an agreement in this regard, any of them may submit the conflict to civil jurisdiction, subject to the Courts of the registered office of VÍNTEGRIS, except when the applicable legislation establishes different mandatory rules.

TWENTY-SECOND: Termination of operations

In the event that VÍNTEGRIS decides to cease its business operations, every reasonable effort will be made to notify the customer as early as possible and to make available mechanisms to recover his personal data and audit records.

TWENTY-THIRD: Force majeure

VÍNTEGRIS will not incur in default or delay in its obligations to the extent that its execution is delayed or hindered by causes beyond its control, including, without limitation, acts outside its will, such as acts of the Client; government restrictions (including the refusal or cancellation of any export, import, or another license); acts of any third-party that are not under the control of VÍNTEGRIS; acts of any government agency; pandemics; war, hostility, insurrection, sabotage or armed conflict; embargo, fire, flood, strike or any other disturbance of work; interruption or delay in transportation; unavailability or interruption or delay in telecommunications or third-party services; virus or hacker attacks; third-party software bugs (including, but not limited to , e-commerce software, payment systems, chat, statistics, or free scripts); as well as the inability to find raw materials, supplies, or energy or the equipment necessary to provide the Services.

VÍNTEGRIS will make every reasonable effort to mitigate the effects of a force majeure event.

If such an event persists for more than 30 days, either party may cancel the unperformed Services by written notice.

This provision does not release the parties from the obligation to take reasonable steps to follow normal disaster recovery procedures or from the obligation to pay for the Services.

TWENTY FOURTH: Entire agreement

The Customer accepts that these General Conditions and the information incorporated therein by virtue of a written reference, and the related economic proposal, constitute the entire agreement regarding the Services that the Customer requests and replace any previous or contemporary contract or declaration, whether written or oral, in relation to such Services.

It is expressly agreed that the terms of these General Conditions will prevail over the terms included in any purchase order, Internet trading portal or any similar document that is not of VÍNTEGRIS, and none of the terms included in such a purchase order, portal or similar document which does not belong to VÍNTEGRIS will be applicable to the requested Services.

In the event that users and customers of VÍNTEGRIS have to place orders through their platforms, any conditions of use for the registration of services or as suppliers will not be part of the contractual content which will be limited to these General Conditions, which will prevail over other terms. provided in the customer platforms that may be required only for the processing of the payment and the service request to VÍNTEGRIS, even if its signature and processing by VÍNTEGRIS is subsequent to the execution of this Agreement.

In the event of a contradiction between the terms of an Economic Proposal and the General Conditions, these General Conditions will prevail. Notwithstanding the foregoing, and unless expressly indicated otherwise in the Economic Proposal, the terms of the Special Conditions will prevail over any contradictory terms contained in an order.

Except as authorized in the Economic Proposal, Data Protection and Third-Party Websites Clause with respect to the Services, these General Conditions and orders placed under them cannot be changed, and the rights and restrictions will not be subject to change or waivers, unless a written document is signed or accepted online via VÍNTEGRIS by the parties’ authorized representatives. These General Conditions do not create links with third-party beneficiaries.