1. Parties

1.1

These CUSTOMER TERMS AND CONDITIONS apply to the RGPD.COM Awareness Training (hereinafter the “Platform”) that RGPD.COM / Aske Schou Nielsen, Spanish reg. no. ESY7072730Z, Carrer Pere de Aleixandre 60, 12, 46004 Valencia, Spain (“The Provider”) provides to the customer (hereinafter the “Customer”).

1.2

The Agreement between The Provider and the Customer consists of the order confirmation, any related appendices, and these CUSTOMER TERMS AND CONDITIONS, including the Data Processing Agreement. In the event of any inconsistencies between the order confirmation and the CUSTOMER TERMS AND CONDITIONS, the provisions of the order confirmation shall prevail.

1.3

If a Customer has entered into an agreement to use the Platform through an administrator(s) associated with the Platform (referred to as the “Partner”), the CUSTOMER TERMS AND CONDITIONS will govern the Customer’s use of the Platform, irrespective of the agreement with the Partner.

1.4

By accepting these CUSTOMER TERMS AND CONDITIONS, the Customer also agrees to the terms of the Data Processing Agreement, which is incorporated by reference as part of this Agreement.

2. Usage Rights

2.1

The Platform allows the Customer to provide awareness training to their personnel. The Provider grants the Customer the right to use the Platform under these terms and conditions. This right is limited to the Customer’s personnel and their Partner. Any extension of usage rights to others requires a written agreement between the Provider and the Customer.

2.2

The Customer’s right to use the Platform is non-exclusive and is valid for the duration specified in clause 16.1.

2.3

If the Customer is granted a test period, their right to use the Platform will be restricted to the duration of that test period. Once the test period expires, access to the Platform will be terminated unless a subscription is agreed upon within that test period.

3. Technical Requirements

3.1

The Platform is accessible online through most common web browsers.

4. Usage Limitations

4.1

Within the scope of these terms and conditions, all granted rights are non-exclusive and non-transferable. The Customer may not distribute, sublicense, rent, lease, lend, resell, or transfer their right to use the Platform, in whole or in part, without explicit permission as outlined in these terms and conditions. If the Customer is part of a group of associated companies, those associated companies must be specified in the agreement between the Customer and The Provider. In such cases, these terms and conditions apply equally to all such companies, which are collectively referred to as the Customer within these terms and conditions.

4.2

When dealing with third parties, The Customer must always act responsibly and in compliance with the law. This includes respecting the intellectual property rights, privacy, and other legal rights of third parties. The Customer shall not disseminate information in a way that violates the law or allow unauthorized access to the Platform.

4.3

The Customer is allowed to use the Platform only in accordance with these terms and conditions. Specifically, the Customer must not reverse engineer, decompile, disassemble, or attempt any of these actions, nor should they circumvent any technical limitations or restrictions detailed in the Platform documentation.

4.4

The Provider reserves the right to check the Customer’s eligibility according to clause 4 at any time. If the Customer fails to meet the eligibility requirements, the Provider may suspend access to the Platform. Additionally, if the Customer does not make the subscription payment within 7 days after receiving a payment reminder, the Provider may suspend access to the Platform.

5. Modifications

5.1

The Provider reserves the right to modify the content or scope of the Platform. If significant changes are planned that could impact the Customer’s current practices, the Provider will notify the Customer as early as possible, but no later than 30 days before implementing these changes. Notwithstanding clause 16.2, the Customer has the right to terminate the subscription at the end of this one-month notice period and receive a proportional refund of any prepaid license fees for the remaining Term.

5.2

The Customer may submit suggestions for changes to the scope or content of the Platform. However, the Provider is not obligated to implement these suggestions.

6. Payment Terms

6.1

The Customer shall pay the agreed prices as outlined in the Provider’s price list or the prevailing contract document. Prices may be adjusted per the Provider’s current price list.

6.2

Payment is made for a subscription term as outlined in clause 16.1. Payment for all subscriptions will be invoiced before the start of each term. The first payment, whether monthly or yearly, is invoiced upon acceptance of these CUSTOMER TERMS AND CONDITIONS.

6.3

Payments are due within 7 days of the Customer receiving the invoice from the Provider if billed directly. Failure to make timely payment may result in suspended access to the Platform until the outstanding amount is paid in full. Timely payments help the Provider maintain efficient operations and continue providing quality service to all customers. 

6.4

If the Customer is billed through a Partner, the Partner will set the payment terms.

6.5.

Existing customers who subscribed before a price change will continue to pay the prices applicable at the time of their subscription for the duration of their current contract. Upon renewal or modification, updated pricing may apply according to the Provider’s current price list. The Provider may discontinue this pricing arrangement after a reasonable period with prior notice to the Customer.

7. Customer Support

7.1

The Provider offers technical support for the Platform during the Term, as outlined in clause 16. Support is available via email or telephone during the Provider’s regular business hours. While the Provider aims to respond to support requests promptly, no specific response time is guaranteed. Should specific response times be agreed upon by request, they must be documented in writing and included as an appendix to the Agreement or to these terms and conditions, particularly if the agreement is made with a Partner.

8. Uptime

8.1

The Provider strives to keep the Platform available at all times. However, the Platform may occasionally be unavailable due to maintenance or other necessary service activities, as well as circumstances beyond the Provider’s control. The Provider will make reasonable efforts to inform the Customer in advance of any events that may impact the Platform’s availability.

9. Backup

9.1

The Provider will regularly back up the Customer’s data in accordance with its organisational and technical security protocols. These backups will be retained for a minimum of three months. All copies of the Customer’s data will be deleted no later than four months after the expiration of the Term, as outlined in clause 17.

10. Intellectual Property Rights

10.1

The Customer’s right to use the Platform, including all videos, training materials, and guides available within it, is limited to the Term, as outlined in clause 16.1. The Provider retains all ownership rights and copyrights to the Platform and its content, as detailed in clause 14.

10.2

The Customer’s data remains the property of the Customer, and the Provider will not copy or delete the Customer’s data without explicit instructions from the Customer, except as outlined in clauses 9 and 17 regarding deletion and backup. The Provider may use anonymized data for statistical, research, or communication purposes aimed at improving the Platform’s performance and enhancing customer experience.

10.3

The Customer confirms that it possesses the legal rights to all its data and any materials uploaded to the Platform, ensuring that no Customer data violates the rights of third parties.

10.4

The Customer grants The Provider the right to use the Customer’s logo in marketing, sales, financial, and public relations materials, including on The Provider’s website, solely for the purpose of showcasing the Customer as a client. The Provider agrees to use the logo in a respectful manner and will seek the Customer’s approval for any materials featuring the logo. This right is valid for the duration of this agreement and a reasonable period thereafter. The Customer may revoke this permission with written notice, and The Provider will stop using the logo within a reasonable timeframe following such notice.

11. Personal Information

11.1

The Provider processes personal data on behalf of the Customer under the terms outlined in the Data Processing Agreement, which is part of these CUSTOMER TERMS AND CONDITIONS as an appendix. The Provider acts as the “processor” and the Customer is the “controller” as defined by the General Data Protection Regulation (GDPR). If the Customer has a separate agreement with a Partner, The Provider will act as a sub-processor to that Partner. For details on data handling practices, refer to the Data Processing Agreement and the Privacy Policy.

11.2

The Provider will not receive additional payment for routine assistance related to the data processing agreement. Should the Customer request additional information, e.g. in relation to audits or seek assistance for data protection impact assessment, these will involve extra charges. If access to the Platform was acquired through a Partner, any costs for such additional activities will be managed through that Partner.

11.3

The Provider must process all personal data received from the Customer with confidentiality, as stipulated in the data processing agreement. 

12. Confidential Information

12.1

Confidential information might be exchanged between the parties in connection with this Agreement. Both parties agree to protect this information and not disclose it to third parties, except in the following cases:

• The information is already known to the receiving party before disclosure;
• The information becomes publicly available through no fault of the receiving party;
• The information is received from a third party who is not bound by confidentiality obligations;
• The information is independently developed by the receiving party; or
• Disclosure is required by law.

12.2

If disclosure is required by law, the disclosing party will notify the other party (if legally permitted) to allow them to seek protective measures.

12.3

Confidential information related to the Platform will be kept confidential during the term of this Agreement and for one year after its termination.

13. Warranty

13.1

The Platform’s functionalities are detailed in clause 1. While the Provider does not guarantee that the Platform will be error-free or uninterrupted, It commits to maintaining it and will make reasonable efforts to address and resolve any issues promptly.

13.2

Any additional guarantees, representations, or warranties are only valid if expressly agreed upon in writing by both parties.

14. 3rd Party Rights

14.1.

All intellectual property rights to the Platform, including all videos, training materials, and guides, are solely owned by The Provider, its licensors, or its suppliers.

14.2

The Provider indemnifies the Customer against any claims by third parties alleging that the Platform, including any materials, infringes on their intellectual property rights. If the Customer faces such claims, they must promptly notify The Provider in writing and allow The Provider to handle the claim and any related negotiations.

14.3

The Customer agrees to cooperate with The Provider in defending against these claims by providing necessary information and assistance. The Customer is entitled to reimbursement for reasonable legal costs incurred. In the event of an infringement claim, The Provider may either secure the right for the Customer to continue using the Platform, modify or replace the Platform with equivalent alternatives, or terminate the Customer’s access to the Platform. If termination occurs, The Provider will refund the Customer’s subscription fee minus a deduction for the use of the Platform up to that point. The Customer has no further claims for compensation related to such third-party infringements.

15. Liability

15.1

The Provider’s liability is restricted to covering the Customer’s direct losses. The Provider will not be held liable for any indirect, consequential, or incidental damages, such as financial losses, harm to reputation, or interruptions to business operations. Additionally, the Provider is not liable for any loss or damage to data.

15.2

The Provider’s liability is limited to the subscription fee paid for the current term (excluding VAT). To claim compensation, the Customer must notify the Provider in writing as soon as possible and within 3 months of the loss. The limitations and exclusions in clauses 15.1 and 15.2 do not apply if the loss results from the Provider’s intentional wrongdoing or gross negligence.

15.3

The Provider is not concerned with the relationship or agreements between the Customer and any Partner(s).

15.4

The Provider’s liability, as outlined in clause 15, is limited to the maximum extent permitted by applicable law.

16. Term and Cancellation

16.1

Subscriptions are available on a monthly or yearly basis:

• Monthly Subscriptions: The subscription term is one (1) month, starting from the date the Customer accepts these CUSTOMER TERMS AND CONDITIONS (the “Term”). The subscription will automatically renew for successive one-month periods unless terminated in advance as specified in clause 16.2.
• Yearly Subscriptions: The subscription term is twelve (12) months, starting from the date the Customer accepts these CUSTOMER TERMS AND CONDITIONS (the “Term”). The subscription will automatically renew for successive twelve-month periods unless terminated in advance as specified in clause 16.2.

16.2

The Customer may cancel their subscription and access to the Platform by providing written notice as follows:

• For monthly subscriptions, the Customer must provide at least one (1) day notice before the end of the current Term.
• For yearly subscriptions, the Customer must provide at least one (1) day notice before the end of the current Term.

The Provider may terminate the subscription with one (1) month written notice before the end of the Term. Either party may terminate the subscription immediately if the other party is in material breach of these terms and conditions, provided that the breach is not remedied within thirty (30) days of notification. Non-payment is deemed a material breach.

17. Expiration

17.1

Upon the expiry of the Term, the Customer is entitled to receive its data in a commonly used format. Additionally, The Provider must delete the Customer’s data, including personal data, within four (4) months following the end of the Term. The Provider is not entitled to any payment for services provided concerning the termination of the Customer’s access to the Platform. However, The Provider retains the right to use anonymized data as outlined in clause 10.2.

17.2

If the Customer has a Partner, the expiration of the Partner’s right to use the Platform shall not affect the Customer’s continued right to use the Platform, which will remain subject to the terms and conditions of the subscription agreement between the Customer and The Provider. However, any arrangements for the Customer to be invoiced by the Partner will end upon the Partner’s expiration date, and all future invoices will be issued directly by The Provider to the Customer.

18. Dispute Settlement

18.1

This Agreement and these terms and conditions are governed by Spanish law.

18.2

Any dispute arising from or related to this Agreement and these terms and conditions, including those concerning the existence, validity, or termination of the Agreement, will be resolved by the competent courts in Spain. The jurisdiction for such disputes will be in the location of The Provider.