These subscription conditions are an inseparable part of the subscription contracted through the Order Form and will come into effect on the date of their signature between Airflows Data Platform SL. ("Airflows") and the entity signing these General Conditions (the "Client"). They may be referred to jointly as the "Parties".
Purpose
The purpose of the General Conditions is to establish the terms on the basis of which Airflows grants the "Beneficiary" (the Client or a third party) a right of use subscription for the software it exclusively owns, Airflows Data Platform (the "Software"), in a Software as a Service (SaaS) modality.
Subscription
Rights
The Subscription grants the Beneficiary, during its term, a non-exclusive and non-transferable right to access and use the Software in its SaaS modality, exclusively for its internal business purposes and in accordance with the General Conditions and the Use Documentation. Any other access or use will constitute a breach of the Agreement.
The Beneficiary undertakes to maintain the confidentiality of its accounts, credentials and passwords, being responsible for any use of the Software made through them, and to immediately notify Airflows of any loss, theft or suspected unauthorized use.
The Subscription allows remote access and use of the Software’s functionalities via the Internet and includes management and operation services for the Cloud infrastructure on which it is installed, as well as updates, bug fixes and hot-fixes to keep the product operational.
Through the subscription, the Beneficiary is entitled to: 8x5 support for logging cases (incidents and requests) related to the platform; technical support related to installation and use; and access to platform documentation from the contracted instance.
Not included: support for applications developed on the platform; consulting or other services not expressly contracted; installation or troubleshooting of third-party software; nor resolution of incidents caused by improper use of the Software or by modifications not authorized by Airflows.
Service levels included: Monitoring (N1): environment monitoring, attention and incident logging. Operation (N2): expert personnel in operation and administration of clusters. Systems (N3): expert personnel in operation, administration and installation of Airflows instances.
The standard SaaS subscription includes an Airflows cloud instance with: 2 vCPUs; 4 GiB of memory; 20 Tb outbound data transfer (€3/Tb additional); and 50 Gb storage (€0.16/Tb additional).
Beneficiary’s Responsibilities
- Manage and maintain the product in accordance with the defined best practices and not modify it.
- Provide the connectivity and necessary access for the correct performance of the Support Service.
- Keep the teams responsible for Software maintenance available for incident resolution.
Prohibitions
Under the Agreement no right beyond the described access and use is granted; no rights of reproduction, distribution, public communication or transformation of the Software are granted. Unless expressly authorized by Airflows, the Beneficiary shall not, among others: use the Software in a way that causes damage or interruptions; transmit viruses or malicious code; use it unlawfully; access without authorization any section, system or network; break its security measures; saturate its infrastructure; infringe third-party rights; reverse engineer it; transfer, sell, resell, sublicense, rent or distribute the Software; nor copy, adapt or incorporate it into another program to create a derivative work.
Prohibition of access to third parties
The Beneficiary may not provide access to the Software to third parties, in whole or in part, without prior written authorization from Airflows. In no case may such third party be a direct or indirect competitor of Airflows. If agreed, that third party must accept these General Conditions and sign the corresponding confidentiality agreement.
Duration
The Subscription has the duration established in the "Order Conditions" of this document.
Billing and Payment Method
If invoices are not paid within the established period, a monthly default interest of 1.5% (or the maximum legal amount) will accrue from the due date until full payment. In the event of non-payment, Airflows may suspend the Subscription, without liability, until settlement, or terminate the Agreement.
Representations and Warranties
The Parties mutually guarantee compliance with their commitments and will indemnify each other against third-party claims linked to the Agreement. Airflows has developed the Software in accordance with international secure development standards, but does not guarantee uninterrupted continuity of service, the total absence of errors, or its suitability for a specific purpose.
Each Party’s maximum liability arising from the Agreement is limited to the amount actually paid to Airflows for the Subscription during the twelve (12) months prior to the event giving rise to the claim, except in cases of fraud, gross negligence or personal injury. The Parties shall not be liable for indirect, consequential or punitive damages.
Termination
In addition to the legal causes, the Agreement may be terminated early for breach of material obligations, after prior request and once thirty (30) days have elapsed without remedy. It may also be terminated immediately by mutual agreement, extinction of a Party’s legal personality or other foreseen causes. Termination entails the return of the documentation and information provided and payment of amounts accrued up to the effective date.
Confidentiality
During the term of the Agreement and after its termination, the Parties will maintain strict confidentiality over its content and all derived information, without using it for their own or third parties’ benefit. However, unless expressly indicated by the Beneficiary, Airflows may use its name and logo in commercial materials and documentation to demonstrate its market experience.
Intellectual and Industrial Property
Each Party retains ownership of its respective intellectual and industrial property rights. In particular, the Software and all its components (texts, images, technology, know-how, software, graphic design and source code) are the exclusive property of Airflows, and no right over them is deemed assigned beyond the use license. All developments, improvements and new versions of the Software shall also be the exclusive property of Airflows.
Airflows’ liability for intellectual property infringements is limited to a maximum amount equivalent to the net amount received for the Subscription during the twelve (12) months prior to the infringement.
Access to Data on Behalf of the Beneficiary
When, in the performance of the Agreement, Airflows provides a service involving access to and processing of personal data, it shall be considered the "Processor" and the Beneficiary the "Controller". The Processor will process the data solely to provide the Subscription, following the Controller’s instructions.
Possible processing operations: collection, recording, consultation, storage, dissemination, modification and deletion of personal data.
Processor’s obligations
- Process the data only to provide the Subscription, in accordance with the Controller’s written instructions.
- Maintain the duty of secrecy, even after the relationship ends, and ensure staff confidentiality commitments.
- Apply appropriate technical and organizational measures (pseudonymisation and encryption; confidentiality, integrity, availability and resilience; recovery after incidents; and regular evaluation of their effectiveness).
- Delete or return the data at the end of the service and notify the Controller of any security breach in accordance with Art. 33 GDPR.
- Not transfer data outside the EEA without prior authorization from the Controller and adequate safeguards (standard contractual clauses, binding corporate rules or authorization from the competent authority).
Relationship Between the Parties
The Parties acknowledge the commercial nature of their relationship and their absolute independence and autonomy. Nothing in the Agreement shall be interpreted as the constitution of a company, agency or joint venture, nor as an employment relationship between them.
Force Majeure
The Parties shall not incur liability for breaches arising from a fortuitous event or force majeure (events beyond their will, unforeseeable or unavoidable). If the impediment persists for more than thirty (30) days, either Party may terminate the Agreement by written notice.
Prohibition of Assignment
The assignment or transfer of the rights and obligations assumed by either Party may only be carried out with the express written agreement of the other. Any assignment contrary to this clause shall be void.
Notifications
The Parties accept email as a valid means of communication for the purposes of the Agreement. Communications are deemed notified when received legibly, unless a delivery-failure notice is received. Communications sent after 5 p.m. in the destination city shall take effect on the next business day.
Partial Nullity
If any clause of the Agreement is declared null or illegal, the Parties will maintain the contractual relationship with respect to the rest, integrating or correcting the effects of such nullity as far as possible.
Enforceability
A Party’s failure to demand compliance with any stipulation shall not affect its right to require it later, nor constitute a waiver to denounce future breaches.
Applicable Law and Jurisdiction
For anything not provided for in the Agreement, the Spanish legislation in force shall apply. For any dispute arising from its interpretation or application, the Parties expressly submit to the Courts of the city of Madrid, waiving any other jurisdiction.
