Terms & Conditions

Article 1| Object

These terms and conditions determine the rights and obligations of the parties under the Contract provided by Anteriad EMEA (registered as BNZSA Spain SL).

Article 2| ANTERIAD EMEA obligations

Anteriad EMEA commits to make every effort to fulfil the obligations and respect the deadlines given in the attached contract. However, Anteriad EMEA cannot be held responsible for late delivery resulting from no fault on their own.

Article 3| Client Obligations

The Client commits to provide all the necessary elements that Anteriad EMEA needs and that have been applied to finalize the contract. “Elements” refer to all documents, answers and indications necessary for the good execution of the contract.

Article 4| Payment Conditions

The Client agrees to pay the price under the conditions determined by the contract concluded with Anteriad EMEA, including payment methods, schedules, and any other specific conditions outlined.

Article 5| Price

The Client agrees to pay the price previously provided in the terms of the contract.

Article 6| Contractual Liability

The Parties bear full responsibility for the use made of the data provided by each one, this use must be in accordance with the legal provisions in force. Each party guarantees that the elements that he transmits to the other party comply with the applicable laws and regulations as well as the rights of third parties. Parties will under no circumstances be required to perform any such verification of the documents provided. Each party has a nonexclusive, non-transferable, and personal right to use the files and data transmitted to him by the other party solely for the duration and purposes explicitly referred to in the Contract. Each Party therefore expressly commits to use the files and information provided by the other party only for the specific needs of the contract. Any use for purposes not stipulated in the signed Contract, even partial and in any way whatsoever, is prohibited, except with written and express authorization.

Anteriad EMEA commits to provide its services, under the conditions determined in the contract and within the framework of an obligation of means, according to the state of the art or the standards of the profession, and this within the deadlines and as closely as possible to the client’s expectations. If the client wishes to engage Anteriad EMEA's Liability, the Client must provide reasonable evidence of the non-respect of the obligation.

Notwithstanding anything to the contrary elsewhere, neither party shall in no event and irrespective of the legal basis to the extent possible (e. g. contract, tort and including negligence, statutory liability, misrepresentation, indemnity or any other area of law) be liable for loss of profit or revenue, loss of use or loss of production, loss of capital, cost of substitute goods, property damage external to products or property, expenditure arising out of such damage, any incidental or consequential damages or any of the forgoing suffered by any third party.

Neither party's liability shall not be excluded or limited for fraud, wilful misconduct, death or personal injury arising from its negligence or any liability to the extent the same may not be excluded or limited as a matter of applicable law.

Anteriad EMEA shall indemnify and hold Client and its affiliates fully harmless against all claims, costs, expenses, loss and damage which Client and/or its affiliates may suffer howsoever arising (i) from Anteriad EMEA's breach of any of its obligations under this Agreement; (ii) from the negligence of Anteriad EMEA, its agents, assignees, employees, representatives or sub-contractors; (iii) from product liability claims arising in connection with the services and products at any time and notwithstanding any time limitations provided by applicable legislation; or (iv) in respect of any infringement of letters patents, registered design, design right, trade mark, copyright or other intellectual property right arising out of the services under this Agreement, provided always that Anteriad EMEA shall not be required to indemnify Client to the extent that such infringement is caused by a fault of Client.

On the other hand Client shall indemnify and hold Anteriad EMEA fully harmless against all claims, costs, expenses, loss and damage which Anteriad EMEA may suffer howsoever arising (i) from Client’s breach of any of its obligations under this Agreement; (ii) from the negligence of Client, its agents, assignees, employees, representatives or affiliates; (iii) from product liability claims arising in connection with the services and products at any time and notwithstanding any time limitations provided by applicable legislation; or (iv) in respect of any infringement of letters patents, registered design, design right, trade mark, copyright or other intellectual property right arising out of the services under this Agreement, provided always that Client shall not be required to indemnify Anteriad EMEA to the extent that such infringement is caused by a fault of Anteriad EMEA.

Article 7| Contract Termination

This Agreement may be terminated ipso jure and without judicial formalities by one of the parties, if the other party to the contract commits a material breach of its obligations under this Agreement, after notice served by registered letter with acknowledgment within thirty (30) working days from the date of notification.

Article 8| Intellectual Property

Each party is the owner of the intellectual property rights relating to the elements provided to the other party within the framework of the Contract. These elements are provided to the other party only for the duration of the Contract and for the performance of the Contract’s and for the purposes stipulated in the agreed contract. Both parties therefore commit to respect the intellectual property rights of each other. In this sense, any use, or modification of documents provided by a party to the other must be subject to prior approval from the owner of these documents, except where such use or modification is necessary for the fulfillment of the contract. In addition, databases created, enriched and provided by Anteriad EMEA are protected by the Intellectual Property Code. The producer of a database "benefits from a protection of the content of the database when the constitution, verification or presentation of the database attests to 'substantial financial, material or human investment', per producer means 'any person taking the initiative and the risk of corresponding investments'. The parties undertake to keep all the information provided by the other party strictly confidential and shall exercise at least the same degree of care as it exercises in respect of its own confidential information that it does not wish to be disclosed and will not use the Information for the benefit of any other party or for any purposes other than those required or permitted by this agreement.

Article 9| Data Protection

Anteriad EMEA undertakes under the data protection regulation, the regulation n ° 2016/679, to treat the data stipulated in the attached contract in compliance with this regulation.

Therefore, Anteriad EMEA will:

• Collect and process personal data only in accordance with the express instructions of the Client and the purposes related to the subject of the contract;
• Preserve the security, integrity and confidentiality of the personal data processed as soon as it proceeds to their collection and / or registration as part of the performance of the contract;
• Not communicate the personal data to any third party, except if this transmission is strictly necessary and the third parties in question are expressly indicated in an appendix to the contract and made known to all parties to the contract;
• Set up any data security system that would be required. And alert the Client without delay in case of violation, loss or unauthorized disclosure of personal data collected under the attached contract.

The Client agrees to use the data provided by Anteriad EMEA only within the strict framework provided in the contract. The latter cannot in any circumstances send this data to third parties without the prior consent of Anteriad EMEA and it can make use of this data only in the strict framework provided for in the contract and that within the framework of authorizations given by the person’s physical data whose personal data has been collected.

Article 10| Force Majeure

ANTERIAD EMEA cannot be held responsible for the non-performance of its contractual obligation provided for in the attached contract, if this non-performance is due to unforeseeable events, irresistible and constituting Force Majeure. Anteriad EMEA will notify the Client of the occurrence of such an event as soon as possible.

Article 11| Nullity and Contract Modification

If one of the clauses of the contract is cancelled, this will not entail in any case the nullity of the other clauses of the contract. These will remain in effect.

Only if this nullity causes a major change within the agreement, then the contract can be considered obsolete.

The economic balance of the contract must not be destabilized by the nullity of this clause.

Any contractual modification is valid only after a written and signed agreement between the parties to the contract. No modification can be made unilaterally, under penalty of nullity of all modified clauses.

Article 12| Applicable Law

This contract and the general terms and conditions are subject to Spanish law. The parties agree that any disputes concerning the execution of the attached contract shall be settled under the aegis of Spanish law and submitted to the court of Madrid if no amicable agreement is reached.

Article 13| Non-Competition Clause

Each party agrees not to release the other party's personnel for the duration of the agreement for 1 (one) year after the end of this agreement. The parties also undertake not to appeal to Anteriad EMEA employees for any reason whatsoever, outside the scope of the contractual agreements.

In addition, the client commits not to develop a competing database to Anteriad EMEA having used the data provided by Anteriad EMEA.

Article 14| General Statement

These general conditions are applicable to all offers and agreements concluded between Anteriad EMEA and the Client.

The client declares having first read these general conditions and accepts them in their entirety therefore waiving any contradictory documents, including his own terms and conditions, which will be binding on Anteriad EMEA.