Terms of Service

Definitions

 

In these General Terms and Conditions (hereinafter, “Terms”) of Terap Me SL (hereinafter, “Terap”), the following terms appear, the meaning of which is specified below:

A. ContractAny contract between the Parties relating to the provision of the Terap Service (including quotations and data processing agreements accepted by Client). provision of the Terap Service (including quotations and data processing agreements accepted by the Client).

 

B. ClientAny legal entity with whom Terap maintains and/or has maintained a legal relationship with respect to the provision of the Service.

 

C. TerapThe limited liability company Terap Me SL (VAT number: B67412619).

 

D. Intellectual PropertyThe term encompasses all Intellectual Property rights relating to the Service and the Terap Online Platform, including but not limited to trademarks and copyrights.

 

E. Access AccountIndividual account for each User to access the Service provided, for example, through the Terap Platform.

 

F. Order Confirmation: Confirmation of the Client to enter into a Contract with Terap with respect to the provision of the Service.

 

G. Party/PartiesClient and/or Terap.


H. PlatformPlatform: Terap’s online learning environment to which the User and the Client have access with an login account.

 

I. OfferI. Offer: Any offer and/or promotion that Terap proposes to the Client with respect to the provision of the Service or product, including the provision of online services and related aspects.

 

J. Services: All services provided by or on behalf of Terap, such as online access to the Platform, for the purpose of making available online training materials, as well as the management thereof, through Terap’s online learning environment.

 

K. UserA person who is employed or works under any other employment arrangement in the Client’s organization and who has an Individual Access Account with which he/she can make use of Terap’s online learning environment.

 

Applicability


1.1 
These Conditions apply to any Offer and Contract, as well as its execution. Deviations from these Conditions are only possible with the prior written consent of Terap or by means of a written Agreement between Terap and the Customer.

 

2. Terms of Service


2.1 
The use of Terap’s Service is reserved to authorized Authorized Users.

 

2.2 The Client will provide Terap with a list with name, email of employees for whom Terap will create a User account.

 

2.3 It is not allowed to share access accounts between several Users.

 

2.4 In the event that a misuse of the accounts of access and/or a frequent or prolonged breach of the provisions of this article, Terap reserves the right to suspend or terminate the provision of the Service, without prejudice to the right to claim damages. In such case, the Customer shall not be entitled to any compensation.

 

2.5 Terap does not provide any warranty regarding the functioning of the e-learning environment on the networks and (computer) systems of the Client and its Users.

 

2.6 Terap undertakes to provide the Service in an optimal manner at all times. In the event that If there is an interruption in the provision of the service, this shall not entitle the Customer to any refund or discount, partial or total. Likewise, the Customer shall not be entitled to claim compensation and/or suspension of its payment obligations with .

 

2.7 Terap has the right to modify the quantity and content of the Service, or parts thereof, with the aim of improving its quality. In such case, the Customer shall not be entitled to any refund or discount.

 

3. Customer Obligations


3.1 
The Client is responsible for the data he/she provides to Terap. and must ensure that access to such data is confidential. It is also responsible for the use made of the Service. The Customer agrees to use the Service within the limits of the provisions of this Agreement, these Terms and applicable laws and regulations, including the General Data Protection Regulation (GDPR).

 

3.2 The Customer is responsible for managing access accounts. In the event that an employee terminates his/her employment with the Client’s organization, his/her access to the Terap Service shall be revoked and his/her Account access shall be terminated.

 

3.3 Client warrants that the information provided to Terap is correct in all respects.

 

3.4 Customer is prohibited from renting, selling, making available or marketing the data and the Terap Service to third parties, in whole or in part, without the prior written permission of Terap.

 

3.5 Regardless of the frequency of use of the Terap Service by the Client and its Users, the Client’s obligation to pay fees shall not be affected.

 

4. Payment and fees

 

4.1 Invoices will be sent by e-mail. Amounts invoiced include applicable sales taxes and VAT.

 

4.2 Payment of Terap’s invoices must be made within 30 days, unless otherwise agreed with the Client.

 

4.3 Unless otherwise agreed, promotions and discounts are unique. Upon renewal of the Contract, it will be legally binding as a Contract to which no promotions and/or discounts apply.

 

4.4 In the event that the Customer fails to meet its payment obligations by the due date described in paragraph 2 of this article, Terap has the right to suspend access to the Service immediately and without notice. If the Customer fails to comply with its payment obligation after one or more reminders of non-payment, the Customer shall receive a notice of default, whereby the Customer shall pay the applicable statutory interest on the outstanding amount and shall also be obliged to pay any extrajudicial costs arising therefrom. In the event of non-payment of the amount due, Terap also has the right to terminate the Agreement with the Customer with immediate effect, without prejudice to the Customer’s obligation to fulfill its payment obligations to Terap.

 

4.5 Terap may index tariff(s), prices and fees annually, according to the European HICP (Harmonized Index of Consumer Prices), published by Eurostat.

 

5. Confidentiality and Intellectual Property Rights


5.1 Terap
 undertakes to treat all information that it processes in the framework of the Customer Agreement of confidential manner. 

 

5.2 It shall only be possible to deviate from the provisions of paragraph 1 of this article of this article only:

i) whether the information was already generally known prior to the signing of the Contract; and the signing of the Contract;

ii) whether the prior written consent of the relevant Party has been obtained for such specific deviation;

iii) in the event that the information, as a result of a court order or judgment, is to be made public, in which case the relevant Party shall notify the other Party in advance, unless prohibited by law or in accordance with the relevant court order or judgment.

 

5.3 All intellectual property rights in the Service, the Platform and supplemental online educational materials are the exclusive property of Terap and/or its licensors. Nothing in these Terms and Conditions implies a transfer of intellectual property rights.

 

5.4 Customer is not authorized to reproduce, transfer and/or use or make available in any way the software and/or content of the Terap Service, without the prior written consent of Terap.

 

5.5 The Conditions set forth in this Article shall remain in effect even after the termination of the Contract.

 

6. Limitation of Liability, Disclaimer of Warranty, Indemnification


6.1 
Client acknowledges and agrees that Terap’s Service is provided on an “as is” basis. Service is provided on an “as is” basis.

 

6.2 The Client releases Terap from any and all liability liability with respect to claims by Client and/or third parties that may result from the use of the Service.

 

6.3 Any liability of Terap resulting from intent or intentional recklessness on the part of Terap shall be limited to the maximum amount per claim payable under the liability insurance carried by Terap. If, for any reason, such insurance does not give rise to a right to payment or if such payment does not occur, Terap’s liability shall be limited to no more than the amount invoiced to and paid by Customer in the most recent contract year. Terap shall in no event be liable for any form of indirect losses.

 

7. Protection of personal data


7.1 
The Parties may enter into a separate Contract in which

establish mutual responsibilities, agreements and obligations in relation to the exchange, processing and handling of personal data.

 

7.2 Terap will process the personal data of the Client and its Users within the limits of Terap’s and the Client’s statutory rules and objectives respectively, in an appropriate, careful and secure manner.

 

7.3 Terap will process Users’ personal data in accordance with its general privacy notice, published on Terap’s website. 

 

8. Final clauses


8.1 
The rights and obligations described in these guidelines shall be Conditions, as well as the provision of and access to the Terap Service, including online services and related matters, are transferable by Terap to third parties without the Client’s subsequent permission to terminate the Agreement. Terap will notify the Client thereof. The then-owning party shall respect and continue Terap’s rights and obligations under the Agreement. Client is not authorized to transfer the Agreement and/or any of its rights and obligations, without the express prior written consent of Terap.

 

8.2 In the event that the Client files for bankruptcy or applies for suspension of payments, or has been declared bankrupt, any claim under and/or resulting from the Contract(s) must be paid in full, with immediate effect, without requiring notice of default and without prior legal intervention. In cases of mentioned, Terap shall be entitled, in addition to the rights mentioned in these Conditions, to terminate the Contract with immediate effect.

 

8.3 If any provision of these Conditions is determined to be illegal, invalid or unenforceable, the Parties shall endeavor to replace it with a provision that comes as close as possible to the provision to be replaced. The other provisions of these Conditions shall remain in full force and effect.

 

8.4 These Conditions shall be governed exclusively by Spanish law.

 

8.5 Any dispute relating to the Contract, these Conditions or any other Contract made in furtherance of the performance of the main Contract shall be submitted exclusively to the competent court in Barcelona.

 

8.6 In the event of any inconsistency between the various documents describing the agreements between the Parties, the following order of precedence shall apply:

  1. i)  Confirmation of the order;
  2. ii)  Data exchange agreement;
  3. iii)  the General Conditions;
  4. iv)  any document with additional conditions.

 

Terap Me SL, December 13, 2023