These Terms and Conditions govern the conditions for accessing, using and operating the NEQXOS technology platform, as well as the respective rights and obligations of NEQXOS, the Client Organizations and the Users in connection with the use of the services made available through the Platform.
NEQXOS is a technology platform specialized in the development of personal and professional competencies through the integration of a range of digital resources, including structured content, assessment processes, learning and development pathways, progress monitoring tools, AI-powered conversational assistant functionalities, and any additional services that may be incorporated from time to time.
Access to or use of any functionality of the Platform constitutes the User's full acceptance of these Terms and Conditions, without prejudice to any specific terms and conditions that may apply to particular Services, Programs or subscription models.
The NEQXOS Platform is owned and operated by EQ OPERATING SYSTEM SOLUTIONS, S.L., a company incorporated under the laws of Spain, with Spanish Tax Identification Number (NIF/CIF) B88755889, having its registered office at Calle Alejandro Dumas, 17, 29004 Málaga, Spain, and registered with the Commercial Registry of Málaga under Volume 8, Sheet MA-174,715, Entry 1.
Email: info@neqxos.com
Hereinafter referred to as "NEQXOS" or the "Platform Owner".
For the purposes of these Terms and Conditions, the following terms shall have the meanings set out below:
the NEQXOS technology platform, including all of its functionalities, modules, integrations and associated services.
any legal entity subscribing to the Platform on behalf of its employees, contractors, clients or other authorized Users.
any natural person who accesses or uses the Platform, irrespective of the legal basis upon which such access is granted.
a structured set of content, assessments, activities and resources designed to support the development of specific personal or professional competencies.
any tool, questionnaire, methodology or process intended to identify, measure or evaluate competencies, skills or other aspects relating to the User's personal or professional development.
a conversational functionality integrated into the Platform through the technology provider Kindred, designed to facilitate the User's interaction with certain content or guided support processes, subject at all times to the limitations set out in these Terms and Conditions, the applicable Kindred legal documentation, the Privacy and Information Governance Policy, and the future Artificial Intelligence Governance and Responsible Use Policy.
The relationship between the parties shall be governed by these Terms and Conditions, which shall be interpreted together with the remaining documents forming part of the NEQXOS Legal and Technology Governance Framework.
In the event of any inconsistency between these Terms and Conditions and any specific agreement entered into with a Client Organization, the latter shall prevail solely with respect to the matters expressly governed therein.
To complete the registration process, the User or Client Organization shall make the corresponding payment through the Stripe payment platform, in accordance with the applicable commercial terms and the contracted subscription plan, as set out in the Economic Terms and Conditions available on this Website.
Once payment has been successfully completed, the User will receive an email containing a secure link enabling them to activate their account and access the Platform.
During the registration process, Users may be required to provide only such information as is strictly necessary to identify them, manage their account, enable access to the subscribed Services and ensure the security of the Platform.
The User represents and warrants that all information provided during the registration process is accurate, complete, truthful and kept up to date, and undertakes to promptly notify NEQXOS of any changes that may be relevant.
NEQXOS may implement identity verification procedures whenever reasonably necessary to protect the security of the Platform or to prevent unauthorized access.
As a general rule, each User shall be provided with a personal, individual and non-transferable User Account.
The User Account shall grant access solely to those Services, Programs, resources and functionalities corresponding to the permissions assigned either by NEQXOS or, where applicable, by the relevant Client Organization.
The User shall remain responsible for all activities carried out through their User Account until NEQXOS has been notified of any unauthorized use thereof.
NEQXOS may temporarily suspend access to a User Account where there are reasonable grounds to suspect fraudulent use, a breach of these Terms and Conditions or any risk to the security or integrity of the Platform.
Access Credentials are strictly personal and confidential.
The User shall take all reasonable measures to preserve their confidentiality and shall not disclose them to any third party or permit their negligent or unauthorized use.
In the event of loss, theft, suspected unauthorized access or any other incident that may compromise the security of the User Account, the User shall notify NEQXOS without undue delay through the communication channels made available for that purpose.
NEQXOS may require Users to change their Access Credentials periodically or implement additional authentication mechanisms whenever considered appropriate from a security perspective.
Use of the Platform requires an internet connection and a device compatible with the technical specifications published by NEQXOS.
The proper operation of the Platform may also depend upon services provided by third parties, including hosting providers, cloud infrastructure providers, electronic communications providers or authentication service providers.
NEQXOS shall use reasonable efforts to ensure that the Platform remains compatible with commonly used browsers and devices. However, this shall not constitute a guarantee that the Platform will operate without interruption or incompatibility in every technological environment.
NEQXOS is a technology platform designed to support the development of personal and professional competencies through the integration of specialized content, assessment processes, structured learning and development pathways, digital progress monitoring tools and AI-powered interaction functionalities.
The Platform is intended to complement, and not replace, the professional judgment, organizational decision-making or human discretion of the individuals or organizations using its Services. Its purpose is to provide support tools that facilitate learning, reflection, competency development and guided development processes.
Unless expressly stated otherwise, the Services provided through NEQXOS do not constitute psychological, healthcare, medical, clinical, employment, legal or any other form of regulated professional advice.
The content available through the Platform may include, without limitation, audiovisual materials, documents, practical exercises, interactive resources, questionnaires, guided activities and any other materials developed or authorized by NEQXOS.
Access to certain content may depend upon the subscribed Program, the User's assigned profile or the specific contractual arrangements agreed with the relevant Client Organization.
NEQXOS reserves the right to review, update, replace or expand the content whenever necessary to maintain its quality, accuracy, technical standards or educational value, provided that such changes do not materially alter the essential purpose of the subscribed Service.
The Platform may incorporate tools designed to assess competencies, skills, behavioral styles, development capabilities or other aspects associated with the Programs offered.
The results generated by such assessments are provided for guidance purposes only and shall be interpreted within the specific context of each Program. Unless expressly stated otherwise, they do not constitute medical, psychological or professional diagnoses, official certifications or legally binding professional assessments.
The use of these assessment tools does not replace any evaluation or assessment that may need to be carried out by appropriately qualified professionals where required.
NEQXOS may organize its Services through Programs, learning pathways or structured learning journeys tailored to different categories of Users or Client Organizations.
Each Program may include content, activities, assessments, digital resources, coaching or guidance sessions, progress monitoring tools and specific functionalities.
The structure and configuration of each Program may be modified from time to time in order to incorporate methodological, technical or functional improvements, provided that such modifications do not materially alter the principal purpose of the subscribed Service.
Where the Platform generates reports, metrics, indicators or other results derived from the User's activity, such outputs are intended solely to facilitate the monitoring and tracking of the processes carried out within NEQXOS.
Unless expressly stated otherwise, such reports shall not constitute expert reports, official certifications or documents having evidential value outside the intended scope of use of the Platform.
NEQXOS may incorporate AI-powered conversational assistants and other artificial intelligence functionalities designed to facilitate the User's interaction with the Platform, enhance the User experience and provide support throughout the various Programs offered.
These functionalities are intended solely as support tools. They do not replace human intervention where such intervention is required and must be used responsibly and in accordance with the instructions provided by NEQXOS.
Responses generated through artificial intelligence may contain inaccuracies, may depend upon the context provided by the User, and may evolve as the underlying technological models develop over time. Accordingly, such responses should be regarded solely as a support resource and should not be relied upon as the sole or definitive basis for making significant personal, professional, organizational or business decisions.
NEQXOS is a technology platform designed to facilitate competency development, learning, reflection and guided development processes through the integration of specialized content, assessment tools, digital functionalities and artificial intelligence technologies.
The Platform provides a technological environment through which Users and Client Organizations may access a range of resources intended to support personal and professional development. NEQXOS does not direct, supervise or control the decisions made by Users on the basis of the information, recommendations or results obtained through their use of the Platform.
Unless expressly agreed otherwise in the applicable Specific Terms and Conditions, NEQXOS does not provide consultancy services or psychological, healthcare, medical, clinical, employment, legal or any other regulated professional services, nor does it guarantee the achievement of any particular outcome resulting from the use of the Platform.
The effectiveness of the Programs, content and tools available through the Platform depends upon a variety of factors, including, without limitation, the User's level of participation, the organizational context in which the Platform is used, the quality of the information provided and the appropriate interpretation of the results obtained.
Accordingly, access to the Platform grants the User a license to use the subscribed functionalities only and shall not be construed as a guarantee that any particular personal, professional, educational or business objectives will be achieved.
The User acknowledges that NEQXOS is a competency development support platform whose functionalities must be used reasonably, critically and for their intended purpose.
In particular, the User expressly acknowledges and agrees that:
Any decisions taken by the User or the Client Organization on the basis of information obtained through the Platform shall remain their sole responsibility, without prejudice to NEQXOS' legal obligations regarding the proper provision of the contracted Services.
NEQXOS shall use reasonable efforts to maintain the availability, stability and continuity of the Platform in accordance with the state of the art and generally accepted industry practices.
The User nevertheless acknowledges that the provision of digital services may be affected by circumstances beyond NEQXOS' reasonable control, including scheduled maintenance, technical incidents, actions or omissions of technology providers, interruptions affecting electronic communications networks, software updates, cybersecurity incidents or events of force majeure.
Where reasonably practicable, NEQXOS shall endeavor to provide reasonable prior notice of any scheduled interruption that is likely to have a material impact on the availability of the Platform.
Temporary interruptions, technical incidents or temporary limitations resulting from measures reasonably required to preserve the security, stability or ongoing development of the Platform shall not, in themselves, constitute a breach of these Terms and Conditions, provided that NEQXOS exercises reasonable diligence in restoring the affected Services within a reasonable period.
Unless expressly agreed under a separate Service Level Agreement (SLA), NEQXOS does not guarantee any specific level of availability or uninterrupted operation of the Platform.
NEQXOS operates a continuous improvement model designed to introduce new functionalities, strengthen security, adapt the Platform to technological and regulatory developments and enhance the overall User experience.
Accordingly, NEQXOS may implement such technical, organizational or functional modifications as are reasonably necessary for the ordinary evolution of the Platform, provided that such modifications do not materially alter the essential purpose of the subscribed functionalities.
Where any modification is reasonably expected to materially affect the manner in which the Platform is used or to have a significant impact upon Client Organizations or Users, NEQXOS shall endeavor to provide reasonable prior notice through its usual communication channels.
Updates may include, without limitation, performance improvements, bug fixes, new functionalities, adaptations required by changes in applicable law, the replacement or integration of new technology providers, enhancements to AI-powered functionalities or the strengthening of security measures.
The ongoing technological evolution of the Platform forms an inherent part of the Services provided. Accordingly, the User acknowledges and accepts that certain functionalities may be modified, expanded, replaced or discontinued where justified by technical, legal, organizational or security considerations, provided that NEQXOS uses reasonable efforts to preserve the continuity and essential value of the subscribed Services.
The artificial intelligence functionalities incorporated into the Platform form part of a technological environment that is subject to continuous development, updating and improvement.
Accordingly, NEQXOS may replace, update, expand or modify the artificial intelligence models, technology providers, processing engines, algorithms, system architectures or supporting services underlying such functionalities whenever this is reasonably necessary to improve service quality, enhance security, comply with regulatory developments, optimize the performance of the Platform or ensure the technological continuity of the project.
The use of different AI models or technology providers shall not, in itself, constitute a material amendment to these Terms and Conditions, provided that:
Where the replacement or implementation of new technologies results in material changes that are reasonably likely to affect the rights of Users or the essential conditions governing the use of the Platform, NEQXOS shall notify Users through its usual communication channels and, where required by applicable law, shall obtain any necessary authorizations or consents.
Artificial intelligence technologies shall at all times be implemented in accordance with the principles of human oversight, transparency, accountability, security and regulatory compliance, as set out in the Artificial Intelligence Governance and Responsible Use Policy and the remaining documentation forming part of the NEQXOS Legal and Technology Governance Framework.
In providing the Services available through the Platform, NEQXOS integrates various technological components supplied by specialized technology providers performing functions including, without limitation, cloud infrastructure, authentication services, data storage, payment processing, online forms, electronic communications, artificial intelligence services and other ancillary services necessary for the operation of the Platform.
NEQXOS selects such providers in accordance with appropriate legal, technical and organizational criteria and, where required, verifies that they provide adequate safeguards relating to personal data protection, information security, service continuity and regulatory compliance.
The User nevertheless acknowledges that certain incidents, limitations or service interruptions may arise from infrastructure or services managed directly by such technology providers and therefore remain outside the effective control of NEQXOS.
Accordingly, NEQXOS' responsibility extends to the proper design, integration, supervision and reasonable management of the Platform and its technological ecosystem, but shall not extend to incidents arising exclusively from actions, decisions, service outages or failures directly attributable to third parties operating outside NEQXOS' effective sphere of control, without prejudice to any rights or remedies that may exist against such third parties.
Information regarding the principal categories of technology providers and the safeguards applicable to the processing of personal data is available in the Privacy and Information Governance Policy and any other contractual documentation applicable from time to time.
NEQXOS may provide its Services directly to individual Users or pursuant to agreements entered into with public or private organizations that subscribe to the Platform in order to provide access for their employees, contractors, directors, clients, program participants or other authorized Users (the "Client Organizations").
In such cases, the principal contractual relationship shall exist between NEQXOS and the relevant Client Organization, without prejudice to the individual rights and obligations applicable to each User in connection with the use of the Platform.
The Specific Terms and Conditions agreed with each Client Organization may supplement these Terms and Conditions with respect to matters including the scope of the Services, the number of licenses, the contractual term, subscribed Programs, support levels, additional Services or any other matters expressly agreed between the parties.
In the event of any inconsistency between these Terms and Conditions and the applicable Specific Terms and Conditions, the latter shall prevail exclusively with respect to the matters expressly regulated therein.
Under no circumstances shall the Client Organization have access to the individual or identifiable personal data of its employees or authorized Users. Access shall be limited exclusively to aggregated and anonymized information made available through the Platform.
Where access to the Platform is provided through a Client Organization, such organization may designate one or more administrators authorized to manage Users, assign licenses, configure certain organizational settings and access those functionalities expressly assigned to the administrator profile.
The Client Organization shall be responsible for maintaining an up-to-date list of authorized Users, communicating any additions or removals as appropriate, and ensuring that only those individuals whose access is legitimate under the applicable agreement are permitted to use the Platform.
The allocation of a license grants only a limited right to use the Platform and shall not confer or transfer any intellectual property rights, nor authorize the User to use the Platform for any purpose other than those expressly permitted.
NEQXOS may establish reasonable limitations concerning the number of Users, user profiles, Programs, resources or functionalities available under the applicable subscription model.
The Client Organization undertakes to use the Platform in accordance with these Terms and Conditions and the applicable Specific Terms and Conditions entered into with NEQXOS.
In particular, the Client Organization shall:
The Client Organization shall be liable to NEQXOS only for those contractual breaches directly attributable to it, without prejudice to the individual liability of Users acting outside the scope of the instructions or authorizations provided by the Client Organization.
The administrative functionalities made available to Client Organizations shall permit access only to such information as is necessary for the proper delivery of the subscribed Programs and in accordance with the configuration applicable to each Service.
NEQXOS shall use reasonable efforts to ensure that the functional design of the Platform complies with the principles of data minimization, role-based access control and segregation of user profiles, thereby preventing administrators or other authorized Users from accessing information beyond that required for the performance of their authorized functions.
The Client Organization undertakes to use any information obtained through the Platform solely for the legitimate purposes arising from its contractual relationship with NEQXOS and in compliance with all applicable laws relating to data protection, confidentiality and fundamental rights.
NEQXOS constitutes a proprietary technological ecosystem whose value extends beyond the software supporting the Platform and encompasses the full range of intellectual, technological, methodological, creative and organizational assets developed for its operation.
Accordingly, the legal protection established under this Chapter applies to the NEQXOS Model as a whole and is not limited solely to those elements capable of protection under copyright legislation applicable to computer programs.
Nothing in these Terms and Conditions shall be construed as transferring or assigning any intellectual property or industrial property rights other than the limited license to use the Platform expressly granted herein.
All intellectual property rights, industrial property rights, proprietary rights and any other rights subsisting in or relating to the NEQXOS Platform are and shall remain the exclusive property of NEQXOS or of the third parties who have lawfully authorized their use.
Such ownership includes, without limitation, all rights relating to:
NEQXOS grants the User a limited, personal, non-exclusive, non-transferable and non-sublicensable license to access and use the Platform solely during the term of the contractual relationship and exclusively in accordance with the subscribed functionalities.
The license granted does not transfer or assign any intellectual property or industrial property rights relating to the Platform or any of its protected elements.
The User acquires only a limited right to use the Platform within the scope expressly permitted under these Terms and Conditions.
Unless expressly authorized in writing by NEQXOS, the User shall not:
Reports, materials, resources, content, assessments, recommendations, graphics, visualizations and any other outputs automatically generated by the Platform shall remain the exclusive property of NEQXOS, without prejudice to any rights that the User may retain in respect of the personal information originally provided by them.
The User may use such outputs solely for the legitimate purposes arising from the ordinary use of the Platform.
Users shall retain ownership of all rights they hold in relation to any information, documentation or other content that they upload or otherwise make available through the Platform.
By submitting such content, the User grants NEQXOS a non-exclusive license, limited to the period reasonably necessary for the provision of the Services, authorizing NEQXOS to store, organize, process, display, technically reproduce and otherwise use such content solely to the extent strictly necessary for the performance of the subscribed functionalities.
Such license shall automatically terminate once the content is no longer required for the provision of the Services, without prejudice to any retention obligations imposed by applicable law.
The methodologies developed by NEQXOS for the design of Programs, learning pathways, assessment processes, competency development frameworks and guided development processes constitute proprietary business assets protected under applicable laws relating to intellectual property, unfair competition, trade secrets and any other applicable legal provisions.
Use of the Platform does not confer upon the User any right to reproduce, adapt, reuse or otherwise exploit such methodologies beyond the limited scope expressly authorized under the license granted by these Terms and Conditions.
The conversational architectures, prompts, system instructions, functional configurations, customized training criteria, interaction flows, organizational models and all other proprietary developments created by NEQXOS for the operation of its AI-powered functionalities form part of the protected technological ecosystem of the Platform.
Accordingly, the extraction, reproduction, reuse, reverse engineering, systematic copying or use of such developments for the training of proprietary or third-party artificial intelligence systems, or any other activity intended to reproduce or substantially replicate the operation of such functionalities, is strictly prohibited without the prior written authorization of NEQXOS.
NEQXOS operates a continuous innovation model based upon the ongoing development of the Platform, its functionalities, content, methodologies and associated Services.
Accordingly, Users and Client Organizations may submit suggestions, enhancement proposals, bug reports, comments or recommendations relating to the operation or improvement of the Platform.
Unless otherwise expressly agreed in writing between the parties, the submission of any such suggestions shall not confer upon the User or the Client Organization any intellectual property rights, industrial property rights, economic rights or any other proprietary interest in any improvements or developments that may subsequently be incorporated, in whole or in part, into the Platform.
NEQXOS shall remain free to review, adapt, modify, develop and implement such suggestions as part of its ordinary innovation process, while respecting any pre-existing intellectual property rights that may belong to the User in relation to the specific content originally provided by them.
The mere use of the Platform, or participation in validation processes, pilot projects, innovation programs or collaborative initiatives, shall not, of itself, create any right of joint ownership or co-authorship in relation to the technological, methodological or functional evolution of NEQXOS.
The foregoing is without prejudice to any specific developments which, by their nature or pursuant to an express written agreement between the parties, are subject to a separate ownership or exploitation regime.
All intellectual property rights, industrial property rights, proprietary rights, technology rights and any other rights relating to the NEQXOS Platform, the NEQXOS Legal and Technology Governance Framework, its methodologies, developments, content, documentation, processes, algorithms, conversational architectures, AI-powered conversational assistants, interfaces, designs, databases, distinctive signs and all other intangible assets shall at all times remain the exclusive property of NEQXOS or, where applicable, of the third parties who have lawfully authorized their use.
The license granted to the User under these Terms and Conditions shall be interpreted restrictively and shall extend solely to those rights expressly granted herein.
Nothing contained in these Terms and Conditions shall be construed as granting, whether expressly or by implication, any assignment, transfer or license of intellectual property rights, industrial property rights, technical know-how, trade secrets, methodologies, technological developments or any other intangible assets belonging to NEQXOS.
All rights not expressly licensed or authorized under these Terms and Conditions are expressly reserved by NEQXOS.
NEQXOS undertakes to provide the Services available through the Platform with the level of care and professional diligence reasonably expected of a specialized technology service provider, in accordance with the state of the art, generally accepted industry practices and the principles set out in the NEQXOS Legal and Technology Governance Framework, which governs the design and operation of the Platform.
NEQXOS shall be liable only for those acts or omissions directly attributable to it which constitute a breach of the obligations expressly assumed under these Terms and Conditions or, where applicable, under the relevant Specific Terms and Conditions.
Under no circumstances shall the use of the Platform be construed as transferring to NEQXOS any responsibility that properly belongs to the User or the Client Organization in relation to decisions made on the basis of information obtained through the Services.
The User and, where applicable, the Client Organization shall be responsible for using the Platform in accordance with these Terms and Conditions and all applicable laws.
In particular, they shall remain responsible for:
The use of conversational assistants, assessments or recommendations generated by the Platform does not relieve either the User or the Client Organization of their responsibility to exercise independent professional judgment whenever the nature of the relevant decision so requires.
NEQXOS warrants that the Platform has been designed and developed in accordance with reasonable standards of technical quality, information security, data protection and technology governance.
The User nevertheless expressly acknowledges that the nature of a continuously evolving technology service makes it impossible to guarantee the complete absence of errors, interruptions, technical incidents or functional limitations.
Accordingly, NEQXOS does not warrant:
Nothing in this Section shall exclude or limit any statutory warranties or mandatory legal rights that cannot lawfully be excluded or waived under applicable law.
NEQXOS may carry out preventive, corrective, adaptive, evolutionary or security-related maintenance activities whenever reasonably necessary to preserve the proper operation of the Platform.
Where reasonably practicable, scheduled maintenance that is likely to have a material impact on the availability of the Services shall be communicated with reasonable prior notice.
In the event of unscheduled technical incidents, NEQXOS shall exercise reasonable diligence to restore the normal operation of the Platform as promptly as reasonably practicable, giving priority to incidents that may compromise the security, integrity or availability of the Platform.
Maintenance activities undertaken to preserve the stability, security or ongoing technological evolution of the Platform shall not, in themselves, constitute a breach of these Terms and Conditions.
NEQXOS may temporarily suspend, in whole or in part, access to the Platform where reasonably necessary to:
Where reasonably practicable, NEQXOS shall provide prior notice to the affected Users or Client Organizations of the anticipated suspension and, where possible, its expected duration.
NEQXOS may restrict, suspend or terminate a User's or Client Organization’s access to the Platform where there are reasonable grounds to believe that they have materially breached these Terms and Conditions, fraudulently used the Platform, infringed the rights of third parties, or engaged in any conduct capable of compromising the security, integrity or reputation of the Platform or the Services.
Unless the seriousness of the circumstances requires immediate action, NEQXOS shall endeavor to notify the affected party in advance of the reasons for the suspension and, where reasonably possible, allow a reasonable period to remedy the relevant breach.
The suspension of access shall not relieve the User or the Client Organization of any accrued payment obligations or other contractual obligations that remain outstanding.
The contractual relationship may terminate on any of the grounds provided for under applicable law, pursuant to the applicable Specific Terms and Conditions agreed between the parties, or upon the occurrence of any of the following circumstances:
Termination of the contractual relationship shall automatically terminate the license granted to the User to use the Platform, without prejudice to any obligations relating to record retention, confidentiality, data protection, intellectual property or liability which, by their nature, are intended to survive termination.
The foregoing is without prejudice to the provisions of the Economic Terms and Conditions, which govern, among other matters, subscription cancellations and any applicable statutory rights of withdrawal.
The processing of personal data arising from the access to, use of, and provision of the Services through the Platform shall be carried out in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR), Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights, and all other applicable data protection legislation.
The specific terms governing the processing of personal data, including the purposes of processing, applicable lawful bases, categories of personal data processed, retention periods, data subjects' rights, international data transfers and information relating to the technology providers integrated into the Platform, are set out in detail in the Privacy and Information Governance Policy, which forms an integral part of the NEQXOS Legal and Technology Governance Framework.
By accepting these Terms and Conditions, the User acknowledges having been given access to the Privacy and Information Governance Policy and agrees that both documents are complementary and shall be interpreted together.
Where a Client Organization uses the Platform to manage Programs for its employees, contractors, clients or other authorized Users, each party shall assume the roles and responsibilities applicable to it according to the specific nature of each personal data processing activity.
Where required by applicable law, NEQXOS and the relevant Client Organization shall enter into the appropriate Data Processing Agreement (DPA) or any other legal instrument necessary to allocate their respective responsibilities in accordance with Articles 26, 28 and other applicable provisions of the GDPR.
The mere use of the Platform shall not, of itself, alter the allocation of responsibilities established under applicable data protection legislation. The determination of the respective roles of the parties shall depend, in each case, upon which party effectively determines the purposes and means of the relevant processing activity.
Any technical, organizational, commercial or strategic information to which either party gains access in connection with the use of the Platform shall be treated as Confidential Information where, by its nature or the circumstances in which it is disclosed, it may reasonably be regarded as confidential.
Each party undertakes to use such Confidential Information solely for the purposes of performing the contractual relationship and shall implement reasonable measures to prevent its unauthorized access, use or disclosure.
The confidentiality obligations set out in this Section shall survive the termination or expiry of the contractual relationship for the period required by applicable law or, where no such period applies, for so long as the relevant information reasonably retains its confidential nature.
Nothing in this Section shall prevent either party from disclosing Confidential Information where such disclosure is required by applicable law or pursuant to a lawful request or order issued by a competent authority.
NEQXOS shall implement appropriate technical and organizational measures designed to ensure a level of security appropriate to the risks involved, in accordance with the principles of Security by Design, accountability and continuous improvement.
Further information regarding the selection of technology providers, the security measures implemented and the general principles governing information governance is set out in the Privacy and Information Governance Policy and the NEQXOS Legal and Technology Governance Framework.
NEQXOS may amend these Terms and Conditions whenever reasonably necessary to reflect legal, regulatory, technological, organizational or functional changes affecting the Platform.
Where any amendment is reasonably expected to materially affect the rights or obligations of Users or Client Organizations, NEQXOS shall endeavor to provide reasonable prior notice through its usual communication channels.
Continued use of the Platform following the effective date of such amendments shall constitute acceptance of the amended Terms and Conditions, unless applicable law requires a different legal consequence.
NEQXOS may assign its contractual rights and obligations or reorganize the provision of the Services in connection with corporate restructurings, transfers of business units, mergers, demergers or any other corporate reorganization, provided that such transaction does not materially reduce the safeguards or contractual protections afforded to Users or Client Organizations.
In all other circumstances, any assignment shall be subject to compliance with applicable law and, where legally required, to the appropriate notice to, or consent of, the affected party.
Should any provision of these Terms and Conditions be held to be invalid, unlawful or unenforceable, such provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect to the fullest extent permitted by law.
The parties shall, where reasonably practicable, replace the affected provision with another provision that produces substantially equivalent legal effects and reflects, as closely as possible, the original commercial and legal intent of the parties.
These Terms and Conditions shall be governed by and construed in accordance with the laws of Spain.
The parties shall endeavor to resolve in good faith any dispute, controversy or claim arising out of or in connection with the interpretation, application or performance of these Terms and Conditions, giving preference, wherever reasonably possible, to negotiated solutions consistent with the principles of cooperation and contractual good faith.
Where an amicable resolution cannot be reached, the dispute shall be submitted to the competent courts of Spain or, where applicable, to such other courts as may have jurisdiction under the applicable legislation, without prejudice to any mandatory rights or jurisdiction that may apply to consumers acting in their capacity as consumers under applicable law.
These Terms and Conditions form an integral part of the NEQXOS Legal and Technology Governance Framework and shall be interpreted together with the remaining documents comprising such Framework, including, in particular:
All of the foregoing documents constitute a single, coherent and integrated legal framework governing the overall operation of the Platform.
These Terms and Conditions shall enter into force on the date of their publication on the Platform or, where applicable, on the date specified in the relevant Specific Terms and Conditions entered into between NEQXOS and the corresponding Client Organization.
NEQXOS shall maintain a version control system enabling the effective date of each version to be identified and ensuring the traceability of all amendments introduced from time to time.
The legally binding version of these Terms and Conditions is the Spanish-language version.
Any translation of these Terms and Conditions into another language is provided solely for convenience. In the event of any discrepancy, inconsistency or conflict between the Spanish version and any translated version, the Spanish-language version shall prevail and shall be the only version having legal force and binding effect.
