These Insight Services Terms (“Terms”, including any Annex hereto) set out the terms and conditions applicable to the provision of the Insight Services, as defined below, by Forward Data S.L. (hereinafter “Company” or “we/us”), domiciled at Paseo Alameda 48 B 1-2, 46023 Valencia, Spain, to the entity identified as “Customer” on the Service Order (hereinafter also “Customer” or “you”). Company and Customer henceforth will be called individually a “Party” and collectively the “Parties”.

1. PROVISION OF THE INSIGHT SERVICES. The Company will diligently provide the Insight Services identified in the separate statement of work (“Service Order”), and devote the necessary attention and skill required to do. The Insight Service will be provided to the Customer on the date or period specified in the Service Order, or otherwise agreed upon by the Parties, and through the means indicated therein. The Company may provide Customer at its discretion and on a temporary basis certain additional Services or access, however it does not have an obligation to do so.

2. DELIVERABLES. For the purpose of these Terms, “Deliverable” means the deliverable generated for the Customer by the Company’s team of experts, and that can consist of written content (such as power point or PDFs presentations), graphics or video recordings. All deliverables to be generated, if any, will be set out in the Service Order.

3. SCHEDULING. Should the Insight Service involve the performance of videocalls or in-person meetings between the Parties, as a material term, the Customer undertakes to diligently and promptly cooperate for the scheduling of the videocall and attend it on time. In this regard, (a) scheduled videocalls or meetings can be postponed one time only, except in case of force majeure events or sick leave of the people involved, and (b) should Customer not to respond to the Company’s attempts for scheduling the videocall or meeting for more than four (4) times, the Company shall be entitled to terminate this Agreement, without any compensation or reimbursement for the Customer.

4. TERM AND TERMINATION. These Terms are effective from the date specified in the Service Order and last for the term set out therein. Any outstanding payment obligations, and any restrictions, reservations of rights and confidentiality as set forth herein shall remain in full force and effect upon the termination of the relations between the Parties.

5. COMPANY UNDERTAKINGS. The Company undertakes to provide the Insight Service with the level of diligence and skill recognised in the market sector, and to comply with the deadlines agreed upon with the Customer.

6. CUSTOMER RIGHTS AND OBLIGATIONS. In addition to its other rights and obligations set out herein, such as paying the Fees defined below, Customer: (a) is responsible for the technology environment and connections required to receive the Insight Services, (b) subject to the provisions of the clause on intellectual property, is authorised to use information extracted from the deliverables, if any, as well as graphics and diagrams included therein, for publication purposes (such as blog posts, articles, conferences, etc.), provided attribution is given to the Company, (c) must ensure the personnel receiving the results of the provision of the Insight Service (be it a Deliverable, participating to a videocall, etc.) have the sufficient skills to understand them, (d) understands that, as indicated in section about warranties, the Insight Service is provided “as is” and cannot be reperformed upon the Customer’s request, except in case of the Company’s negligence in performing it.

7. PRICES, PAYMENTS AND TAXES. Customer agrees to pay the Company the Fees as set out in the Service Order. Unless otherwise specified in the Service Order, all amounts invoiced shall be due and payable within thirty (30) days after receipt of invoice and are not refundable. The Company reserves the right to suspend or terminate the provision of the Insight Service if the Fees are not paid in a timely manner. Should the invoices be paid by another entity (a “Third-Party Payer”), Customer remains primary liable for payment until the Company receives the full and exact payment from the Third-Party Payer. Furthermore, Customer must notify the Company of the identity of the Third-Party Payer at least 30 days before the date of issuance of the invoice.

Unless otherwise indicated in the Service Order, each Party shall bear all costs related to lodging and travel incurred by their staff members in connection with the performance of this Agreement. If the reasonable travelling expenses shall be borne by a Party, those expenses shall be pre-approved by the paying Party, and will be reimbursed upon the delivery of the respective invoices.

Prices do not include any taxes that may apply, including without limitation VAT or equivalent sales tax, such taxes being the responsibility of Customer. If any applicable law requires Customer to withhold an amount from any payment to Company hereunder, the Fees for the Company Services will be increased in a percentage equal to the amount that must be withheld by Customer such that the Company receives the amount in the Service Order, unless the Company can take advantage of a double taxation treaty to recover the amount withheld. When required, Customer shall affect the withholding and remit the corresponding amount to the appropriate tax authority and shall supply Company with a tax certificate evidencing such payment as soon as possible thereafter to enable Company to obtain appropriate relief from double taxation of the payment in question.

8. INTELLECTUAL PROPERTY IN DELIVERABLES. As between the Company and Customer, the Company shall own all right, title and interest in the Company’s software, data and services (and all derivative works to any of the foregoing). The Company expressly assigns in favour of the Customer on an exclusive basis, worldwide and for the whole term of rights, without the right to sub-license them, the rights of reproduction and transformation on the Deliverables, if any. Without prejudice to the foregoing, the Company grants the Customer on worldwide basis and for the whole term of rights, without the right to sub-license, the right to distribute and publicly communicate unsubstantial extracts of the Deliverables. For the avoidance of doubts, unsubstantial extracts mean less than the 20% (twenty percent) of the content of each Deliverable. Furthermore, the Customer shall not (a) use the Deliverables for business or activities competitive with the Company’s, (b) sub-license, sell or lease the Deliverables.

9. MARKS. Customer authorises the Company to make accurate informational references to the Customer’s trade names, trademarks or service marks (collectively, the “Marks”) in connection with its performance of the Insight Services, including, without limitation, references in promotional materials, notices, the Company’s website and advertisement material, subject to the condition that the Company shall promptly cease any use of any Mark owned by Customer upon (i) termination of this Agreement; or (ii) receipt of notice from the Customer to discontinue such use.

10. CONFIDENTIALITY. Each Party understands that during the course of this Agreement certain confidential information (“Confidential Information”) may be disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”). Confidential Information includes the Deliverables, if any, as well. Confidential Information will not include information that the Receiving Party can demonstrate (i) is, as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the Receiving Party; (ii) was known to the Receiving Party as of the time of its disclosure; (iii) is independently developed by the Receiving Party; or (iv) is subsequently learned from a third party not under a confidentiality obligation to the Disclosing Party. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors or authorized third party users of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

11. PERSONAL DATA. In compliance with art. 13 of the European Union General Data Protection Regulation (“GDPR”), the Company informs the Customer that processing the identification and contact data (name, surname, position, email address and telephone) of the Customer’s signatory or representative, technical or commercial contact persons is necessary for the performance of these Terms and the provision of the Insight Services. Such personal data will not be shared with any third party; however, they may be processed by the Company’s third-party service providers, with whom the Company has contracts in place that include safeguard as provided by the GDPR. The Company will keep this data for the duration of the contract and securely stored for 6 years after its termination, for tax, administrative and legal purposes. Customer warrants it is authorised to provide the Company with personal data of the persons mentioned above and agrees to inform them of the possibility of exercising their rights of access, rectification, erasure and opposition, limitation and restriction of processing in the terms established by the GDPR, by writing to the following address: GDPR@forwardkeys.com. They may, if they so wish, also file a complaint, if any, with the Spanish Agency for Data Protection.

12. WARRANTY; WARRANTY DISCLAIMER. The Company represents and warrants to Customer that (i) the Company has the power and authority to perform the Insight Services; (ii) the deliverables that the Company may provide the Customer with (excluding materials provided by third party suppliers) does not and shall not contain any content, materials, trade or service mark that actually violate any applicable law or regulation or infringe or misappropriate any proprietary or intellectual property right of any person; (iii) it has made reasonable industry standard efforts to verify the integrity and consistency of any content on which the Insight Service is based. Customer acknowledges and agrees that the Company exercises no control over, and accepts no responsibility for, the content of the information obtained by the Company from its data suppliers. Except for the express warranties stated in this section by the Company, to the maximum extent permitted by applicable law, the Insight Services are provided “as is” and neither the Company, its employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like make any warranties of any kind, either expressed or implied, including, but not limited to, (a) warranties of fitness for a particular purpose, (b) that the content of the Insight Service is free from errors, (c) warranty as to the results that may be obtained from the use of the information provided as part of the Insight Service or (d) as to the accuracy, reliability or content of any information or services contained in or provided through the Insight Service.

Considering the nature of the Insight Service, all warranties set out in this clause are valid up to one month after the provision of the Insight Service only.

13. INDEMNIFICATION. Each Party will indemnify, defend and hold the other Party and its officers, directors, agents and employees (collectively, the “Indemnified Parties”) harmless from and against any losses, liability, damage, cost or expense (including reasonable attorneys’ fees) (collectively, “Losses”) arising from any claim, action or proceeding brought by a third party (collectively, “Third-Party Claims”) against any Indemnified Party to the extent based on (i) any breach by a Partyof any of its representations or warranties hereto; or (ii) the gross negligence or wilful misconduct by a Party or its employees or agents in connection with this Agreement.

14. LIMITATION OF LIABILITY. Except for liability related to confidentiality and privacy, to the maximum extent permitted by mandatorily applicable law, neither Party nor their directors, employees or licensors, shall be liable to the other Party or any other person for any indirect, incidental, punitive, third party or consequential damages whatsoever, including without limitation damages for loss of profit or goodwill, business interruption, loss of business information or inability to use the Content, or for any matter arising out of or relating to this Agreement or its subject matter, whether such liability is asserted on the basis of contract, tort or otherwise. Furthermore, except for liability related to confidentiality and privacy, in no event will either party’s liability under or in connection with this Agreement for any damages, losses and causes of actions, whether in contract or tort (including negligence or otherwise), exceed the actual amount paid by Customer for the Insight Service(s) which gave rise to such damages.

15. MISCELLANEOUS
Governing Law and Jurisdiction. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of Spain, without reference to its conflict of law principles. All claims and conflicts will be submitted to the courts of the City of Valencia, Spain, without regard for any other jurisdiction to which the parties may be entitled.

Force Majeure. Neither party shall be liable for failure or delay in performing its obligations hereunder (other than an obligation to pay money) if such failure or delay is due to circumstances beyond its reasonable control.

Independent Contractors. The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. This Agreement or any Service Order does not establish a joint venture or partnership, and the performance of any obligations under this Agreement or any Service Order will not create such relationships.

Assignment. This Agreement shall be binding upon and inure to the benefit of Customer, the Company and each of their respective successors, and assigns. Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of the Company, which consent will not be unreasonably withheld. Any attempted assignment or transfer in violation of the foregoing will be void.

Notices. All notices to the Company hereunder shall be sent to the address stated above or in the Service Order. All notices to the Customer hereunder shall be sent to the contact person and address as detailed in the Service Order. Any notice hereunder shall be in writing and shall be given by registered, certified or express mail, or reliable overnight courier addressed to the addresses in this Agreement, by electronic mail to the email on record on the Service Order (providing however that confirmation is received of such email). Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid.