PartnerStandard – Terms of Service (Business‑to‑Business)

Last Updated: 26 April 2025

1. Definitions

“Order Form” means an ordering document (including any online sign‑up page) executed by the parties that specifies the Services, usage limits, fees, and the Subscription Term.

“Services” means the software‑as‑a‑service products and related support services that we make available to Customer under an Order Form.

“Subscription Term” means, for each Order Form, the Initial Term and any Renewal Terms (section 10).

“Customer Data” means any data, content, or materials submitted to the Services by or on behalf of Customer.

2. Order Forms and Access to the Services

2.1 Provision of Services. Subject to Customer’s compliance with this Agreement and the applicable Order Form, we grant Customer a non‑exclusive, non‑transferable, non‑sublicensable right during the Subscription Term to access and use the Services and our applicable user documentation (“Documentation”) solely for Customer’s internal business purposes.

2.2 Free Trials. We may make Services available to Customer on a free trial basis. Trials are provided “as is” and may be terminated at any time. Trial data may be deleted unless Customer converts to a paid subscription before the trial ends.

2.3 Updates. We may provide patches, bug fixes, or other Updates. Updates become part of the Services and are subject to this Agreement.

3. Customer Obligations and Restrictions

3.1 Compliance. Customer must use the Services in accordance with (i) this Agreement, (ii) the Documentation, and (iii) all applicable laws, including export‑control and sanction regulations.

3.2 Restrictions. Customer shall not (a) reverse engineer, disassemble, or decompile the Services; (b) rent, lease, or resell the Services; (c) remove proprietary notices; (d) use the Services to operate a competing product; (e) interfere with the Services’ security or performance; or (f) process Sensitive Information (as defined below) without our prior written consent.

3.3 Sensitive Information. “Sensitive Information” means card‑holder data, health data, special‑category personal data under GDPR, or similar regulated data. The Services are not designed for such data. Customer is solely responsible for any Sensitive Information it submits in breach of this clause.

4. Fees and Payment

4.1 Fees. Customer shall pay the fees set out in each Order Form. All fees are stated and payable in United States dollars (USD) and exclude taxes.

4.2 VAT and Other Taxes. (a) If Customer is established in Spain and fails to provide a valid VAT number, VAT will be added at the applicable rate. (b) For Customers established in the EU (outside Spain) that provide a valid VAT number, the supply is subject to the reverse‑charge mechanism under Article 44 of Council Directive 2006/112/EC. (c) For Customers outside the EU, no VAT is charged. Customer is responsible for all other taxes, duties, or withholdings.

4.3 Invoicing and Payment. Unless the Order Form states otherwise, fees are invoiced annually in advance and payable within thirty (30) days of the invoice date. Late payments bear interest at 8 % per annum above the ECB reference rate.

4.4 Overages. If Customer exceeds usage limits, we may invoice additional fees at our then‑current rates.

5. Intellectual Property

5.1 Ownership. We retain all rights, title, and interest in and to the Services and Documentation. No rights are granted except as expressly stated.

5.2 Feedback. We may freely use any feedback or suggestions provided by Customer without restriction.

6. Customer Data and Data Protection

6.1 Ownership. Customer retains all rights in Customer Data.

6.2 Processing. We will process Customer Data only to provide the Services and as described in our Privacy Policy (available at [URL]). If the Services involve personal data subject to the GDPR, the parties will enter into the Data Processing Addendum (“DPA”) available at [URL], which is hereby incorporated by reference.

6.3 Security. We implement technical and organizational measures appropriate to the risk, as described in the DPA or Security Policy.

6.4 Aggregated Data. We may generate and use aggregated, anonymized data for service improvement and analytics.

7. Third‑Party Services

7.1 Integration. The Services may integrate with third‑party applications or APIs (“Third‑Party Services”). We do not control and are not responsible for Third‑Party Services. Customer’s use of Third‑Party Services is subject to their terms.

8. Confidentiality

8.1 Confidentiality. Each party shall protect the other party’s non‑public information with the same degree of care it uses to protect its own similar information, and at least reasonable care. Confidential information excludes information that is (i) publicly available without breach, (ii) independently developed, or (iii) lawfully received from a third party.

9. Indemnities

9.1 By Customer. Customer shall defend and indemnify us against third‑party claims arising from Customer Data or Customer’s breach of section 3.

9.2 By PartnerStandard. We shall defend and indemnify Customer against third‑party claims alleging that the Services infringe a valid EU intellectual‑property right, provided Customer (a) promptly notifies us, (b) allows us sole control of defence and settlement, and (c) provides reasonable assistance. If the Services infringe, we may (i) procure continued use, (ii) modify the Services, or (iii) terminate the affected Order Form and refund unused fees. Our obligations do not apply to claims arising from Customer’s modifications, combination with non‑PartnerStandard products, or use contrary to the Documentation.

10. Term and Termination

10.1 Term. This Agreement starts on the Effective Date of the first Order Form and continues until all Subscription Terms expire or are terminated.

10.2 Renewal. Each Order Form renews automatically for successive periods equal to the Initial Term unless either party gives at least thirty (30) days’ notice of non‑renewal.

10.3 Termination. Either party may terminate (i) for material breach not cured within thirty (30) days of notice or (ii) if the other party enters insolvency proceedings. We may suspend the Services for overdue payments or misuse under section 3.

10.4 Effect. Upon termination, Customer must stop using the Services. Upon request within thirty (30) days, we will make Customer Data available for export in a common format. After that period, we may delete Customer Data.

11. Warranties and Disclaimers

11.1 Limited Warranty. We warrant that the Services will perform materially in accordance with the Documentation during the Subscription Term.

11.2 Disclaimer. Except as expressly stated, the Services are provided “as is” and we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement. We do not warrant that the Services will be uninterrupted or error‑free.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages. Neither party shall be liable for indirect, incidental, special, or consequential damages, including loss of profits, revenue, or data.

12.2 Cap. Each party’s total liability under this Agreement shall not exceed the fees paid or payable by Customer under the relevant Order Form in the twelve (12) months preceding the event giving rise to liability. Nothing in this Agreement limits liability for death or personal injury caused by negligence, gross negligence, willful misconduct, or any liability that cannot lawfully be limited.

13. Compliance with Laws

13.1 Export Control. Customer represents that it is not on any sanctions list and shall not export or allow access to the Services in violation of applicable export laws and regulations.

14. Publicity

14.1 Publicity. Customer grants us the right to display Customer’s name and logo on our website and marketing materials to identify Customer as a user of the Services. Customer may revoke this consent at any time by written notice.

15. Governing Law and Jurisdiction

15.1 Governing Law. This Agreement shall be governed by Spanish law. The parties submit to the exclusive jurisdiction of the courts of Madrid, Spain. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Miscellaneous

16.1 Force Majeure. Neither party is liable for failure to perform due to events beyond its reasonable control.

16.2 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except to a successor in merger or sale of all or substantially all its assets. This Agreement binds successors.

16.3 Notices. Legal notices must be in writing and sent by email with confirmation of receipt to: (a) PartnerStandard: legal@partnerstandard.com; (b) Customer: the email on the Order Form.

16.4 Entire Agreement; Order of Precedence. This Agreement, each Order Form, and any DPA constitute the entire agreement. Conflicts are resolved in the following order: (1) Order Form, (2) DPA, (3) this Agreement.

16.5 Amendments. We may amend this Agreement on at least thirty (30) days’ notice. If Customer objects in writing before the effective date of the amendment, the prior version will remain in effect for the remainder of the current Subscription Term, after which the Services will terminate unless the parties agree otherwise.

16.6 Severability; Waiver. If any provision is invalid, the rest remains in force. A waiver must be in writing and is effective only for the specific instance.