General Terms and Conditions
of the Service nebulaSUITE

Last Update: May 2022

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 VINTEGRIS software.

Client: Natural or legal person, duly represented, who contracts the nebulaSUITE Services provided by VINTEGRIS. 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 VINTEGRIS 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 VINTEGRIS solutions, acting on its own behalf, with its own organization and in direct relationship with customers using VINTEGRIS 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 VINTEGRIS and the Customer.

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

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

License: Rights granted by VINTEGRIS 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 VINTEGRIS and that VINTEGRIS makes available for download as part of the Cloud Services in order to facilitate access, operation and / or use of the User with the Environment of the Services. 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 VINTEGRIS to the Customer, in relation 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 VINTEGRIS to provide the nebulaSUITE service.

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

VÍNTEGRIS: The company VINTEGRIS, 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: VINTEGRIS 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

The services indicated are provided by VINTEGRIS in SaaS mode upon selection by the Customer or licensee, using various IT applications owned by VINTEGRIS 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.

VINTEGRIS 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, VINTEGRIS 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 VINTEGRIS. Once the contract is concluded, VINTEGRIS 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, VINTEGRIS 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.

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 VINTEGRIS 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, VINTEGRIS 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 VINTEGRIS limits its possible liability, as well as the sufficient qualification of VINTEGRIS , 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 VINTEGRIS 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.

However, each year that 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.

VINTEGRIS will invoice the Customer in accordance with the following:

  1. Standard Invoicing
    1. the 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.

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, VINTEGRIS may, upon communication to the Customer, temporarily suspend the service. 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 installments.

VINTEGRIS 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. would VINTEGRIS believe and / or have reasonable indications that activities illicit, contrary to the public order and / or morality or contrary to the provisions of the General Conditions 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 the relevant services, will entitle VINTEGRIS to the final interruption of the service and the relevant termination 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 VINTEGRIS partners, to whom both billing and payment have been delegated, and he has not proceeded with his payment.

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

EIGHTH: Validity

Except in relation to 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, VINTEGRIS may terminate the provision of the Services for good cause with thirty (30) days’ notice if VINTEGRIS determines that the Client is acting (or has acted) in a way that reflects negatively on VINTEGRIS or affects VINTEGRIS 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 VINTEGRIS 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 VINTEGRIS and the customer, all software provided by VINTEGRIS 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. VINTEGRIS reserves all rights on the software not expressly granted under these Terms. This license grants the Customer no rights with respect to the following, unless authorized, in writing, by VINTEGRIS 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 VINTEGRIS, 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 VINTEGRIS 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 VINTEGRIS 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 VINTEGRIS software:

    VINTEGRIS 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 VINTEGRIS 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 VINTEGRIS in writing, describing the deficiency of the Services.

    In the first 5 days, VINTEGRIS 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, VINTEGRIS 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, VINTEGRIS 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 the 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.

TWELTH: 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 VINTEGRIS, 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 VINTEGRIS); (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 VINTEGRIS; 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 VINTEGRIS.
  2. The modification of the service VINTEGRIS by any other person, or modification by VINTEGRIS 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 VINTEGRIS, nor do they represent the opinion of VINTEGRIS.
  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 VINTEGRIS (for example, labor conflicts, natural phenomena, wars or terrorist activities, malicious damage, accidents, or compliance with applicable law or government order). VINTEGRIS 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 VINTEGRIS in accordance with the section “Evolution of the service” described in Annex II, provided that this is communicated in advance to the Customer.

VINTEGRIS 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, VINTEGRIS 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 VINTEGRIS 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 VINTEGRIS 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 VINTEGRIS 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 VINTEGRIS.
  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 VINTEGRIS, 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 VINTEGRIS 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 VINTEGRIS.
  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 VINTEGRIS 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 VINTEGRIS or, as the case may be, of the VINTEGRIS Software Suppliers.

VINTEGRIS or its Software Providers are the only one 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 VINTEGRIS 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 VINTEGRIS to use its brand(s) and logo(s) (hereinafter, the “Brands”) for the sole purpose of using it in commercial presentations as client of VINTEGRIS.

To this end, the Client authorizes VINTEGRIS 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 colors, shapes, symbols or graphics.

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

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

SIXTEENTH: Protection of Personal Data

VINTEGRIS 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.

VINTEGRIS 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.

VINTEGRIS processes this data as 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”) which is attached and forms an integral part of these nebulaSUITE Terms of Service.

Processing of our customers’ contact data

VINTEGRIS accesses and processes the data of our customers’ contact persons as 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 VINTEGRIS 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 of 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 VINTEGRIS as 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 VINTEGRIS, 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 VINTEGRIS:

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

VINTEGRIS also reminds the data subject that he has the right to lodge a complaint with the competent supervisory authority (Spanish Data Protection Agency).

SEVENTEENTH: Changes

VINTEGRIS 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, VINTEGRIS 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, VINTEGRIS 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 preventive amicable resolution, according to the procedure established by VINTEGRIS 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

VINTEGRIS 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 other license); acts of any third party that are not under the control of VINTEGRIS; 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.

VINTEGRIS 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 VINTEGRIS, and none of the terms included in such purchase order, portal or similar document which does not belong to VINTEGRIS will be applicable to the requested Services.

In the event that users and customers of VINTEGRIS 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 VINTEGRIS, even if its signature and processing by VINTEGRIS 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 VINTEGRIS by the parties’ authorized representatives. These General Conditions do not create links with third party beneficiaries.

ANNEX I

Specific Terms of the nebulaSUITE Services

1. nebulaUSERS terms

1.1. Collection of personal data. The creation of new users involves the collection of the following personal data: name, surname, user ID, email and telephone (optional). This information is processed in accordance with the provisions of the fifteenth paragraph of the General Conditions of nebulaSUITE.

1.2. Integration with corporate user repository. Personal information imported into nebulaUSERS from corporate repositories is used and stored in the same way as information collected directly. Under no circumstances it will be retrieved from the customer’s corporate systems information that could jeopardize the user’s security, such as the password.

1.3. Distribution of proprietary software. All client software and / or documentation published on the nebulaUSERS portal follows the license and use model detailed in the eighth clause of the nebulaSUITE General Conditions.

2. nebulaACCESS terms

N/A

3. nebulaID terms

3.1. Issue of qualified certificates. For the configuration and activation of the functionality of issuing qualified certificates of the VÍNTEGRIS certification body in any of its modalities, it is necessary to formalize a specific contract between VINTEGRIS and the customer.

4. nebulaCERT terms

4.1. Use of qualified certificates. It is the customer’s responsibility to use their own qualified digital certificates in accordance with the provisions of the trust service provider that issued them. The conditions of use of the certificates are detailed in the “acceptance form ” or contract signed by the holder of the certificate at the time of its delivery, and such use must comply with the applicable law, including any laws governing the authentication of signature and signature delegation. VINTEGRIS will not be held responsible for the consequences of the violation of the contract between the certificate holder and the issuing certification authority, or for any misuse of a certificate, and of the relevant private key, by its holder.

5. nebulaSIGN terms

5.1. Signature formats. nebulaSIGN allows you to generate the most common signature formats, including CAdES, PAdES and XAdES formats in their different modes. Detailed information on the different recognized signature formats can be found on the e-administration portal: http://firmaelectronica.gob.es/Home/Ciudadanos/Formatos-Firma.html

6. nebulaSNE terms

N/A

7. nebulaDISCOVER terms

7.1 Collection of personal data. During the registration process, the following personal information is collected: name, surname, company and email. This information is treated in accordance with the provisions of the sixteenth paragraph of the General Conditions of nebulaSUITE.

ANNEX II

Service Level Agreements (SLAs)

This Service Level Agreement (“SLA”) for the nebulaSUITE Services is a policy that governs the use of nebulaSUITE and applies independently to each service. In the event of a conflict between the terms of this SLA and the General Conditions, the terms and conditions of this SLA will apply, but only to the extent of such conflict. Terms used herein and not defined here will have the meaning established in the General Conditions.

Definitions

  • Failure Rate: (i) the total number of internal server or service availability errors returned by each service divided by (ii) the total number of requests during a five-minute period. The failure rate for each nebulaSUITE account and for each service separately will be calculated as a percentage for each five-minute period of the billing cycle. The calculation of the number of internal server errors or service availability will not include errors arising directly or indirectly as a result of any exclusions from the Services SLA, as defined below.
  • Average Service Availability Percentage (PDSM): This is calculated as the difference between 100% of the average error rates for each 5-minute period of the billing cycle, whatever it may be.

Service Commitment

VINTEGRIS will make reasonable commercial efforts to ensure the availability of services with an average percentage of service availability or PDSM at least equal to that indicated in the following table for each service

Service PDSM
nebulaUSERS 99,90%
nebulaID 99,75%
nebulaCERT 99,90%
nebulaACCESS 99,90%
nebulaSIGN 99,75%
nebulaSNE 99,50%
nebulaDISCOVER 99,90%

Support

VINTEGRIS provides the CUSTOMER with a technical support team composed of technicians with extensive experience in the field of information systems security, with sufficient experience and training to offer a personalized and quality support service.

VINTEGRIS Services technical staff are available to provide telephone and email support and problem-solving services from Monday to Friday, 8:30 am to 6:30 pm. Applications and cases sent by email will be accepted 24/7. The support service email is soporte@vintegris.com

The VINTEGRIS Support service will apply to the VINTEGRIS intellectual property of customers with a maintenance / support agreement in force and in compliance with payments.

The service includes analysis and diagnosis of accidents and instructions or indications for their resolution, if any.

Service support does not include:

  • Assistance on the customer’s location
  • Design, development of the code
  • Support for integration tests, customizations and / or modifications
  • Third Party Software Included in the Services
  • Applications developed and / or owned by the Customer
  • Incidents caused by major changes in the Customer’s configuration of the Software
  • Errors caused by the Customer’s negligence or fault
  • Consulting or training services
  • Liability for modifications or replacements of Customer’s hardware / software that may be necessary to properly use VINTEGRIS intellectual property due to a Provisional Solution, a fix, or a new version.

Response time for Support Services

Severity Type of Accident Max. Time Answer* Way of Contact
Severity 3 Isolated incidents with low impact or pertinent questions about the service. 2 working days Email
Severity 2

Product incidents that do not affect a production environment or that do not have a great impact or urgency.

Product incidents affecting test, trial, or pre-production environments.

Product issues that do not directly affect the functionality of the main product.

Incidents of the product that prevent its sporadic or individual use by users.

1 working day Email
Severity 1

Critical Incidents, affecting the Production environment with great impact or urgency.

Product issue that prevents core product functions from running on all workstations or users (high impact).

4 working hours Email
Telephone

* Maximum response time: This is the maximum time established during which the VINTEGRIS support staff will contact the CUSTOMER, collect the data relating to the product incident and assign the personnel for its analysis and resolution.

When reporting a new incident, the customer must provide VINTEGRIS with the following information:

    • CUSTOMER’s name
    • CUSTOMER contact details: Name, email and telephone number of the contact person
    • Data of the affected product
    • Version of the product or modules affected:
    • Version used, if applicable
    • System / architecture details: OS version, etc.
    • Detailed description of the incident
    • Extent of the impact of the incidence:
    • Affected environment (productive, non-productive or isolated case)
    • Urgency or criticality

If in a period of 5 working days the CUSTOMER does not provide the data or test results requested by the technical support, or does not meet any other requirement, the incident will be considered closed, although he will be given the possibility to reopen it if necessary.

Evolution of the service

VINTEGRIS provides software maintenance and updating services, consisting of a new version of the software with which existing errors of the current version of the same or improvements to the software are eliminated.

VINTEGRIS reserves the right to suspend, in whole or in part, the contracted service in the event that it detects and / or checks in its maintenance work any alteration that slows down or involves an impairment in the provision of the service or rights of customers or third parties; also in case a security risk or vulnerability is detected for the Service.

VINTEGRIS reserves the right to proceed to unilaterally update or improve its solutions without charging any additional cost in the current subscription, but without prejudice to the negotiation in the renewal of the subscription.

The Customer undertakes to make available to VINTEGRIS, even when not requested, all the information necessary for the correct evaluation and execution of the corresponding service request to verify and know the possible causes related to the conditions of its operating system and other elements that may affect the service.

Furthermore, the Customer is obliged to install the updates made available by VINTEGRIS and to use only the most up-to-date version of the software or the immediately preceding one.

VINTEGRIS will not be liable for any derivative actions or damages produced by the operation of the Platform for not meeting the CUSTOMER’s expectations or when they could be due to problems caused by the CUSTOMER’s systems and resources.

Service availability

VINTEGRIS will make all commercially reasonable efforts to achieve at least 99.9% availability of the Monthly Metering Services as set out in the Service Commitment section, excluding justified downtime. VINTEGRIS will supervise the availability of the Service in an automated manner 24 hours a day, 7 days a week.

In case of scheduled unavailability of the service due to a platform update, VINTEGRIS will notify its customers in advance, indicating the reason for the interruption of the service, the day, the time slot and the services concerned. Therefore, it is the customer’s responsibility to keep their contact information for notifications up to date for the duration of the Services.

Frequency of updates

Product updates do not have a specific periodicity. In the event that it affects the availability of the Service, the Customer will be notified, in accordance with the previous section.

Exclusions of the SLA

The SLA does not apply to any unavailability, suspension or termination of any of the services, or any other service performance problem: (i) resulting from a suspension; (ii) caused by factors beyond VINTEGRIS’s reasonable control, including any force majeure event or Internet access or related problems beyond its 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 under the direct control of VINTEGRIS); (v) resulting from a suspension and termination of the Customer’s right to use the services in accordance with the service contract; (vi) affecting test, development, pre-production or commercial environments.

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