Terms and conditions

These terms and conditions (“T&Cs”) set out the rules and conditions governing the relationship between TYRCEO DATA SOLUTIONS, S.L.U. (“TYRCEO”) with its client, also referred to as a Partner of its Tesela Platform (the “Partner”). By signing these T&Cs, the Partner unconditionally accepts the terms and conditions under which TYRCEO makes its Tesela Platform available. These T&Cs, together with the Tesela Platform’s Commercial Agreement, shall apply as from the Effective Date. TYRCEO and the Partner shall be referred to collectively as the “Parties” and individually, each of them, as a “Party”.

1. Definitions

“Access or Access Details” means the routing details, links, and/or URLs associated with the Partner that are necessary to the access and use of the Tesela Platform. These shall depend on the type of License granted to the Partner under the Commercial Agreement.

“Administrator User” means the person designated in the Commercial Agreement by the Partner as the primary responsible party for managing the Access, Use, and/or Commercialisation of the Tesela Platform under a License.

“Affiliate” means, in relation to each Party, means its subsidiaries, parent companies, or other subsidiaries of the latter.

“Applicable Laws” means all legislation and regulations applicable to either Party. In particular, any law related to the Services provided, privacy laws, any other applicable regulation or industry self-regulation, as well as judicial or administrative interpretations of the foregoing, including any binding guidelines, codes of practice, approved codes of conduct, or approved certification mechanisms.

“Authorized Third Party(ies)” means individuals or entities who may have been specifically granted permission, either directly or through the terms of an agreement, to Access, Use, and/or Commercialisation the Platform or its Services, with the prior express written authorization of TYRCEO. These Parties shall be designated in accordance with the terms established in the Commercial Agreement under which they have received authorization, and shall be permitted to act on behalf of or in cooperation with the Partner in relation to the Use and Commercialization of the Tesela Platform.

For the purposes of these T&Cs, the Authorized Third Party shall assume the rights and obligations of the Partner as outlined in these T&Cs, as well as those in the Commercial Agreement under which TYRCEO has granted authorization for access, use, and/or commercialization of the Tesela Platform, subject to the specific conditions under which TYRCEO has provided such authorization.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in the cities of Palma de Mallorca and Madrid (Spain).

“Commercial Agreement” means any agreement entered into between TYRCEO and the Partner, whether for the Commercialisation of the Tesela Platform or for any of the Uses contemplated in these T&Cs.

“Commercial Use License” means a non-sublicensable, non-exclusive, non-transferable, and revocable license to use the Tesela Platform solely for Commercialisation purposes, under the terms established in the Commercial Agreement.

“Commercial User(s)” means the persons authorized by the Administrator User and the Partner to Access and Commercialise the Tesela Platform under a Commercial Use License.

“Commercialisation” (“to Commercialise”) means (carrying out) any activity related to the promotion, distribution, or resale of the Tesela Platform Services to Third Parties, without necessarily implying the Partner’s Access to or Use of the platform.

“Confidential Information” means proprietary information of TYRCEO, commercial or technical data, trade secrets, or know-how, including but not limited to research, product plans, products, services, client and customer lists, markets, software developments, source code, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configurations, marketing information, financial data, costs, pricing, methodologies, or any other business information.

Confidential Information includes the existence and terms of these T&Cs

“Content Restrictions” means the content guidelines of the Tesela Platform that the Partner shall comply with at all times under its sole responsibility. According to the Tesela Platform’s content guidelines, prohibited content (content to which the Services shall not be related) includes counterfeit products, dangerous products or services, inappropriate and/or dishonest content (such as hate speech, violence, intolerance, shocking or exploitative content), digital malware, etc. Restricted content also includes content related to adult material, alcohol, gambling, healthcare, medicine and pharmaceuticals, political content, religious content, and financial services content.

“Effective Date” means the date on which the Commercial Agreement is signed.

“Force Majeure” means any event beyond the reasonable control of TYRCEO or the Partner, including but not limited to unforeseeable adverse weather conditions, war, acts of God, acts of terrorism, floods, earthquakes, civil unrest, pandemics, local, regional, or global digital blackouts, and any other event that substantially disrupts the normal operations of TYRCEO or the Partner.

“Intellectual and Industrial Property Rights” means any patent rights, copyrights, rights over software-related databases, utility models, trademarks (whether registered or not), trade names, service marks, trade secrets, and any other proprietary rights resulting from intellectual, industrial, commercial, scientific, literary, or artistic activity, whether registrable or not, and existing anywhere in the world.

“License(s)” means both the Commercial Use License granted by TYRCEO to the Partner for the Commercialisation of the Tesela Platform and the Use License for the Tesela Platform, which may be granted by TYRCEO and/or the Partner to Third Parties for the Use of the Tesela Platform for any of the Services offered therein, in accordance with the Commercial Agreement and these T&Cs.

“Materials” means the materials required for the Commercialisation of the Tesela Platform, in any format and medium, including but not limited to commercial and corporate presentations, brochures and leaflets, demonstration and promotional videos, case studies, client testimonials, advertising materials, user manuals, sales guides, FAQs, access to test or demonstration environments, technical and commercial training, contract templates, licence agreements, terms and conditions of use, privacy policies, and any other document, tool, or resource that TYRCEO deems appropriate to facilitate the promotion and Commercialisation of the Tesela Platform.

“Partner” means any natural or legal person with whom TYRCEO enters into these T&Cs. This includes but is not limited to companies, independent professionals, advertising agencies, media entities, advertisers, digital marketing consultancies, business partners, technology platforms, and any other Third Party that manages, distributes, or Commercialises the Tesela Platform Services for their own use or to offer them to Third Parties.

“Privacy Laws” include: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (“General Data Protection Regulation” or “GDPR”) and any other applicable data protection regulation; (ii) Any law or regulation implementing Directive 2002/58/EC (“ePrivacy Directive”) and/or any corresponding or equivalent national law; (iii) The ePrivacy Directive or the Regulation on Privacy and Electronic Communications (Regulation 2017/0003 (COD)) once applicable, and any corresponding or equivalent national law; and (iv) Any judicial or administrative interpretation of the foregoing, including any binding guidelines, codes of practice, industry self-regulation, approved codes of conduct, or approved certification mechanisms.

“Revenue Share” means the percentage of revenue that TYRCEO grants to the Partner from the subscriptions to the Tesela Platform, the conditions of which shall be determined in the Commercial Agreement, where applicable.

“Services” means the services provided by or on behalf of TYRCEO through the Tesela Platform, as described in these T&Cs.

“Subscription Cost” or “Tech Fee” refers to the monthly or annual cost, as established in the Commercial Agreement, of the Use License or the Commercial Use License, subject to legally applicable taxes and withholdings.

“Subscription Period” means the duration of the commercial relationship between the Parties as set out in the Commercial Agreement, to which the Use License granted by TYRCEO to the Partner refers.

“T&Cs” means this document containing the general terms and conditions of use of the Tesela Platform.

“Tesela Platform” means the “Tesela Location Intelligence” technology platform developed by TYRCEO through which the Services are provided.

“Third Party(ies)” means any entity(ies) other than the Parties.

“Use License” means a limited, non-exclusive, non-sublicensable, non-transferable, and revocable License for the Use of the Tesela Platform to access the Services offered therein, under the terms established in the Commercial Agreement.

“Use(s)” means any action, interaction, or utilization of the Tesela Platform and its Services, whether for the benefit of the Partner or Third Parties.

“User(s)” means the persons authorized by the Administrator User and the Partner to access and use the Tesela Platform under a Use License.

2. Acceptance of the T&Cs

By signing the Commercial Agreement, completing the Tesela Platform registration process, or modifying the registration details, clicking the “I ACCEPT” button, or using the Services, the Partner agrees to be bound by these T&Cs under the terms and conditions that apply at that time, which may be subject to successive updates.

In the event of such updates, the Partner shall be subject to the content of the updates, and may consult them regularly through the following link or on the website https://tesela.tyrceo.com/.

Access, Use, and Commercialisation of the Tesela Platform and the Services after the update of the T&Cs shall be considered as implicit acceptance of these updates.

If the Partner does not accept the T&Cs or its updates, the Commercial Agreement shall be terminated early with the effects provided for in clause 15. Unless explicitly stated otherwise, any new feature or functionality available on the Tesela Platform is subject to these T&Cs.

3. Tesela Platform Services

The Tessera Platform, available through www.teselaplatform.com, is a geospatial intelligence technology tool that enables the provision of various data source analysis services under the terms set out in this section.

Within the framework of Use License, TYRCEO provides the following Services, which are available jointly or separately through the Tesela Platform:

User Interface

The Tesela Platform features an intuitive and user-friendly interface designed to facilitate the visualization and manipulation of geolocated data. This interface ensures efficient and smooth interaction with the tool, catering to users of all technical experience levels.

Cartographic Levels

This tool includes different cartographic levels to carry out analysis or planning at the desired level.

Available Data Sources

The Tesela Platform provides a wide variety of geolocated information at all cartographic levels, enabling complete and precise analysis. The Tesela Platform the capability to manually integrate the Partner’s own information sources. Information sources requiring a different integration method requires prior express authorization from TYRCEO, upon request, for evaluation by the technical team. Such integration may involve additional costs and will be specified in the Commercial Agreement.

Filters and Operators for Segmentation

The Tesela Platform offers advanced functionalities for filtering and audience segmentation, allowing users to apply logical operators and artificial intelligence algorithms. These tools facilitates the identification of patterns and trends within the data, optimizing analysis and improving decision making based on accurate data and targeted segmentation.

Advanced Al-based Features

The Tesela Platform shall include specific features for conducting advanced geographic area analysis to make recommendations on the optimal locations for activating commercial actions, marketing, and communication.

Report Generation

The Tesela Platform offers the ability to generate automated and detailed reports, providing comprehensive information about the characterization of analyzed areas or POIs.

Generation of Sharable Analytics

This tool allows Users to collect and share analyses via a direct link to the Tesela Platform, enabling the visualization of selected areas and locations.

Data Security and Exclusive Use

The tool ensures that all data integrated and provided by the Partner is securely stored on our servers and used exclusively according to the guidelines established by the Partner, ensuring the confidentiality, integrity, and availability of the information solely for the authorized users established in the Commercial Agreement.

By signing a Commercial Agreement for the Use of the Tesela Platform, TYRCEO grants the Partner a License for Access and Use of the platform through the services included in the selected subscription plan, within the territorial scope specified in the agreement.

The available subscription plans are the following:

  • Basic Plan The Basic Plan unlocks essential geospatial insights, and it is designed for essential market analysis and precise geospatial segmentation.
    • Layer Creation for Zones & Points of Interest (POIs): includes access key geospatial datasets specific to each market, including demographics such as population, gender, age, household composition, and income. Data is available at multiple cartographic levels for detailed spatial analysis.
    • Affinity Index & Audience Insights: creates affinity indices by selecting one or multiple attributes, assigning weights, and ranking them in relation to specific zones or POI layers. Provides a deeper understanding of market trends and audience behaviors.
    • Filtering & Selection Tools: includes use of basic operators to filter or select zones and Pols based on attributes, cartographic layers, manual selection, density, proximity, containment, unions, or intersections, enabling more precise geospatial queries.
  • Pro Plan The Pro Plan includes all the features of the Basic Plan, plus enhanced data access, advanced analytics, and customization options for deeper insights and seamless sharing.
    • Custom Datasets & Enriched Data Sources: includes access to custom datasets for zones or POls, including interests data and digital affinity insights, providing a more comprehensive understanding of the analysis area.
    • Discovery Insights: unlocks Discovery Insights to create detailed profiles and segment characterizations for selected zones or POIs, helping you refine targeting and decision-making strategies.
    • Seamless Sharing with Share Link: allows sharing customized analyses via public or private links, making it easy to collaborate with teams, clients, or stakeholders.
    • Platform Branding Customization: allows personalization of the Tesela Platform by adding the Partner’s own logo, ensuring a branded experience for you’re the organization or clients.
  • Enterprise Plan The Enterprise Plan is designed for Partners that require the most advanced datasets, integrations, and customization options to optimize geospatial analysis and business intelligence.
    • Access to Advanced Datasets: allows leverage of high-value datasets, including dynamic data, such as mobility data for movement pattern analysis and electoral data for deeper demographic and behavioral insights.
    • Advanced Integrations & Custom Operators: enables advanced integrations tailored to Partners’ business needs, subject to evaluation by the Tesela team. Additionally, develop custom operators to refine spatial analysis and decision-making, with expert support from Tesela.
    • Advanced Analytics & Metrics
      • OOH Metrics – analyzes out-of-home (OOH) advertising effectiveness, including coverage, impact, and frequency of locations or outdoor media assets.
      • Retail Mobility Metrics – evaluates areas of influence and traffic patterns to optimize retail locations and customer flow strategies.
    • Premium Customization Options
      • Branded Login Page & Domain Customization allows personalization of the login page and Tesela Platform domain to align with the organization’s identity.

    The Enterprise Plan is ideal for businesses looking for highly customizable, data-rich, and integrated geospatial solutions to drive strategic decision-making.

The Services shall be provided in a self-service model, meaning that Access to the Tesela Platform is granted to the Partner, who shall manage it autonomously or through the Users they designate.

The Subscription Period referred to in the Use License shall be set in the Commercial Agreement and shall automatically renew for successive periods of the same duration unless terminated by either party in writing at least thirty (30) days prior to the end of the initial Subscription Period or any of its extensions.

TYRCEO reserves the right to modify or discontinue the Tesela Platform Services when there is a justified cause, and with prior notice and no less than forty-eight (48) hours after the appropriate communication to the Partner.

4. Commercialisation of the Tesela Platform

Within the framework of the Commercial Use Licenses, the Partner may carry out the promotion, distribution, or resale activities for the Tesela Platform as determined in the Commercial Agreement.

TYRCEO shall provide the Partner with the necessary materials to effectively carry out the commercialisation activities outlined in the Commercial Agreement. The Partner agrees not to modify, alter, adapt, personalize, or otherwise change the content of the Materials provided by TYRCEO. Additionally, the Partner is required to use the Materials provided by TYRCEO exclusively and in accordance with the established guidelines. Without TYRCEO’s prior written consent, the Partner may not add their own logo, make changes to the design or content of the Materials, or claim authorship of them. The use of these Materials shall strictly adhere to TYRCEO’s guidelines and to the specific commercialisation purposes outlined in the Commercial Agreement. Any use beyond the terms outlined here and outside the purposes defined in the Commercial Agreement shall require prior written authorization from TYRCEO. Lastly, TYRCEO shall retain full responsibility for the provision of any supplementary services not covered under the the Commercial Agreement, including, but not limited to, technical support, maintenance, platform implementation, and other services beyond the Partner’s scope of responsibilities as set forth in the agreement.

5. Subscription and Registration in the Tesela Platform

Once the Commercial Agreement has been signed, and in order to allow the Partner to Access and Use and/or Commercialize the Tesela Platform, it shall be necessary to register the Users and/or Commercial Users on the website www.teselaplatform.com to obtain an account on the platform, with the Partner being assigned an Administrator User who shall be identified in the Commercial Agreement and who may, in turn, create other Users and/or Commercial Users as agreed in the Commercial Agreement. The Administrator User shall be identified in the Commercial Agreement. The identifying data of other Users and/or Commercial Users shall be communicated to TYRCEO via the email indicated for this purpose in the Commercial Agreement. Any change in the Administrator User or any of the Users and/or Commercial Users shall be communicated in writing to TYRCEO at least fifteen (15) days in advance of the proposed change, with the communication including the full details of the new individual, if applicable. The data of Users and/or Commercial Users shall be communicated in writing to TYRCEO before the Use and/or Commercialization of the Tesela Platform by these, and the Partner shall be jointly and severally liable to TYRCEO for any use and/or marketing carried out by the Users and/or Commercial Users on the Tesela Platform. The access rights for the Platform granted to Users and/or Commercial Users are personal and non-transferable and may not be assigned to Third Parties unless authorized in writing by TYRCEO. The Partner shall be obliged to take the necessary measures to ensure compliance by Users and/or Commercial Users with the obligations assumed by the Partner within the Commercial Agreement and these T&Cs, and the Partner agrees that these obligations will automatically apply to the mentioned Users and/or Commercial Users. The registration on the Tesela Platform entails the obligation to provide truthful, updated, and complete information, and the personal data provided shall be processed in accordance with the provisions of Clause 7 of these T&Cs. The Partner’s password shall be changed whenever an employee with Access credentials for the Partner or any affiliate of the Partner ceases to work for the Partner or its affiliate. The passwords shall have a minimum of ten (10) characters (with at least one uppercase letter, one number, and one special symbol). TYRCEO shall implement the necessary technical measures to prevent the Partner from failing to meet the character requirements. The Partner shall be jointly responsible with the Users and/or Commercial Users designated by the first, for maintaining the confidentiality of the passwords provided and shall assume joint responsibility, along with them, for any actions taken on their behalf, whether by representatives or personnel of the Partner, by its collaborators, or by the authorized Users and/or Commercial Users or by any Third Party who obtained the passwords due to any negligent act by any of the aforementioned parties. The Partner also shall assume the obligation to immediately inform TYRCEO of any breach or unauthorized use and/or commercialization of their account and shall cooperate with TYRCEO to immediately stop such unauthorized or non-compliant use and/or commercialization.

6. Licensing, Intellectual Property Rights and Trademark Rights

Upon execution of the Commercial Agreement, TYRCEO may grant to the Partner any of the Licenses provided for in these T&Cs, as set out in the Commercial Agreement. Such Licenses shall be limited, non-exclusive, non-sublicensable, non-transferable and revocable. The Licenses shall remain in force during the Subscription Period or during the term of the Commercial Agreement, as set out therein. However, TYRCEO reserves the right to suspend, modify or revoke any of the Licenses, which shall result in the termination of the Access to the Tesela Platform, temporarily or permanently, at any time and for good cause, without any penalty to TYRCEO with respect to the provisions of these T&Cs. All of the above, with prior notice and no earlier than forty-eight (48) hours after the appropriate communication to the Partner. The Partner shall keep TYRCEO informed in a detailed and justified manner about the Use and/or Commercialisation of the Tesela Platform by the Partner and its Affiliates, and shall provide TYRCEO with all information and documentation requested and necessary to ensure compliance with the provisions of these T&Cs. The Partner assumes that the Use of the Tesela Platform may in any case be monitored by TYRCEO. The Use of the Tesela Platform by any Third Party, any transfer of the Use to a Third Party and/or any sub-licence of the Use License of the Tesela Platform in favour of a Third Party shall be previously and expressly authorised in writing by TYRCEO, who may at any time unilaterally cancel such Use, transfer or sub-licence, without any penalty to TYRCEO. The Third Party who is authorised to Use of the Tesela Platform shall fully comply with these T&Cs and automatically assumes all obligations attributed to the Partner in these T&Cs. Except to the extent set forth herein, TYRCEO does not grant to the Partner any express or implied license or assignment of its Intellectual Property Rights or Trademark Rights to the Partner. TYRCEO shall remain the sole owner of its Intellectual Property Rights or Trademark Rights in the Tesela Platform. TYRCEO may use know-how acquired, principles developed or learned, experience gained, or data collected in the performance of its duties for its own purposes.

7. Partner Obligations and Restrictions on the Use of the Tesela Platform

The Partner agrees to Use and/or Commercialise the Tesela Platform in accordance with these T&Cs and subject to the Commercial Agreement. Unless limited to the Commercialisation of the Tesela Platform, the Partner shall be solely responsible for the Use of the Tesela Platform and shall hold harmless TYRCEO from any liability arising from the Partner’s Use of the Tesela Platform, or the Use by any Third Parties to whom the Partner has transferred the right to Use the Tesela Platform or sublicensed the Tesela Platform in accordance with Clause 5. Likewise, unless limited to the Commercialisation of the Tesela Platform, the Partner shall comply with the Content Restrictions. Furthermore, the Tesela Platform shall not be used to engage in any illegal, offensive, immoral, or inappropriate activities, nor to offer malware, illegal content, or to infringe upon or violate the rights of any Third Party. The Partner shall not: (i) interfere with or attempt to interfere with the Services or the security features of the Tesela Platform; (ii) remove or modify the rights of TYRCEO or Third Parties reflected in the Tesela Platform; (iii) make representations or warranties with respect to the use of the Tesela Platform: (iv) explore TYRCEO’s websites via any automated process or attempt to access any information or technology related to the Services, TYRCEO’s website, or the algorithms and Know-How of the Tesela Platform; (v) modify, adapt, or create derivative works based on the Services; (vi) reverse engineer to attempt to appropriate any element or knowledge upon which the Tesela Platform is based; (vii) publish, transmit, or introduce any device, software, virus, or malware, or any process that interferes, disrupts, or attempts to interfere with the Services; (viii) circumvent, disable, or interfere with the security measures of the Tesela Platform; (ix) upload, send, or transmit any unsolicited or unauthorized advertising, promotional material, spam, junk mail, chain letters, or similar schemes, or disseminate viruses or other computer code that could disrupt, destroy, or limit the functionality of the Services, or infect or damage another user’s computer, or interfere with another user’s access to the Services; (x) infringe any copyright, trademark, or other intellectual property rights of TYRCEO or any other corporation, without the necessary permissions; (xi) modify the results of the Tesela Platform or combine information from different results or other sources; or (xii) use the results of the Tesela Platform in any manner that may infringe competition laws or compete with TYRCEO. Unless limited to the Commercialisation of the Tesela Platform, the Partner shall be solely responsible for the content generated through the Use of the Tesela Platform. In any case, the Partner shall ensure that no false, misleading, defamatory, obscene, or privacy-infringing information is provided or used, and the Partner shall bear sole responsibility for the outcomes of using the Tesela Platform. TYRCEO shall have the right, at its sole discretion, to reject, refuse publication, or remove any content generated by the Partner that does not conform to these conditions. If the Partner creates content with links to other websites, the Partner shall be solely responsible for the truthfulness and legality of such content, which shall not be verified by TYRCEO. All results from the Use and Commercialisation of the Tesela Platform shall be used, distributed, or published by the Partner or any duly authorized Third Party with the appropriate attribution of “Source: Tesela, by TYRCEO,” which shall appear in a sufficiently prominent manner. If the Partner provides the information or results of the Tesela Platform to any Third Party, the Partner shall ensure that such Third Party expressly accepts these terms and conditions in writing. The Partner shall be liable to TYRCEO for any failure to comply with this provision.

8. Data Processing and Privacy

TYRCEO complies with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), the Spanish Organic Law on Personal Data Protection and Guarantee of Digital Rights (Organic Law 3/2018 of 5 December – LOPDGDD), and any other applicable legislation. By signing the Commercial Agreement and in relation to Access, Use, and/or Commercialisation of the Tesela Platform, the Partner, Users and/or Commercial Users, and, if applicable, Authorized Third Parties, shall provide various personal data that will be processed by TYRCEO as the Data Controller. The personal data provided by the Partner may be processed for the following purposes: (a) to execute and maintain these T&Cs, and to provide the contracted services; (b) to comply with legal obligations arising from the said relationship. The legal basis for the processing is the performance of the contractual relationship between TYRCEO and the Partner; compliance with TYRCEO’s legal obligations, and the consent of the Partner or affected Users and/or Commercial Users. The data will be retained until the termination of the Commercial Agreement, and once terminated, for the legally required period to comply with any legal obligations. The Partner may exercise their rights of access, rectification, erasure, restriction of processing, data portability, and objection by writing to TYRCEO DATA SOLUTIONS, S.L., at the registered office address located at Calle del Fluviá nº 1, bajos, derecha, 07009 – Palma de Mallorca (Balearic Islands, Spain), or by email at privacy@tyrceo.com. The Partner may exercise their right to file a complaint with a competent supervisory authority, in Spain the Spanish Data Protection Agency (www.aepd.es). TYRCEO may collect and process non-personal data, which shall not be governed by data protection regulations. In the event that TYRCEO combines non-personal data with personal data, the combined information shall be treated as personal data while it remains combined and shall be governed by data protection regulations. If any of the Services make TYRCEO a Data Processor, TYRCEO shall process the data provided according to the instructions of the Partner, who shall be the Data Controller. In such cases, a data processing agreement in accordance with applicable legislation shall be executed between the parties.

9. Subscription Cost and Payment Method

The Services may be provided by TYRCEO to the Partner, or directly by TYRCEO to the end customers of the Partner, with the specifics regarding invoicing and payment arrangements being agreed upon in the Commercial Agreement. Unless otherwise agreed, the Subscription Fee shall be invoiced monthly, with a payment due date of thirty (30) days from the invoice date. The Partner shall have Access to and may Use and/or Commercialise the Tesela Platform only while the Partner remains in compliance with its obligations under these T&Cs, including the payment of the Subscription Fee. Payments shall be made via bank transfer to the account established by TYRCEO for these purposes. If a Revenue Share is applied in favor of the Partner, TYRCEO and each Party shall be responsible for and shall bear their own taxes. In the event that the Partner fails to pay the amounts due under the provisions of these T&Cs, TYRCEO reserves the right to report the debt to a credit reference agency or refer the debt to a collection agency (which may adversely affect the Partner’s credit rating). A late payment surcharge shall apply, equivalent to the legal interest rate in Spain, as stipulated in Law 3/2004. of 29 December, establishing measures to combat late payment in commercial transactions, in addition to any legal costs or collection agency fees. Payment shall be made in Euros, as per the details provided by the Tesela Platform.

10. Manifestations and Guarantees

Except as explicitly stated in the Commercial Agreement, TYRCEO does not provide any warranty, representation, condition, or other terms that could, absent this clause, affect TYRCEO and the Partner, or that could otherwise be implied from these T&Cs or any related or connected agreement. The Services and related information are provided “as is”, without any warranty or condition of any kind, which constitutes an essential condition of these T&Cs. TYRCEO does not guarantee that the Services or any deliverables or results in connection therewith will meet the Partner’s requirements. TYRCEO also explicitly disclaims any warranty for the Partner’s commercial purposes, as well as any warranty against eviction. TYRCEO does not guarantee that the Services will be provided without interruption or errors or delays in processing, nor that the Tesela Platform will be operational for any given period, nor does it offer any warranty regarding the accuracy, timeliness, truthfulness, completeness, or reliability of any information obtained through the Services.

11. Audit

During the term of the Commercial Agreement and for one (1) year after its termination, the Partner shall allow, without limitation, TYRCEO’s designated representatives to perform any compliance audits on any information, documentation, and Materials related to the Services and/or the Commercialisation of the Tesela Platform.

12. Liability

Under no circumstances shall TYRCEO be liable to the Partner or any Third Party for any indirect, exemplary, incidental, lost profits, or punitive damages arising from the Partner’s Use and/or Commercialization of the Services and the Tesela Platform, even if TYRCEO was warned of the possibility of such damages. The above constitutes an essential part of these T&Cs. TYRCEO is the sole owner of all Intellectual and Industrial Property Rights of the Tesela Platform, which constitutes a core asset of its business. Therefore, the Partner acknowledges that any action that limits or damages these exclusive rights over the Tesela Platform would cause damages that may be irreparable to TYRCEO. In case of breach of its obligations, the Partner shall be liable, without limitation, for any damage caused to TYRCEO or any loss, cost, damage, liability, or injury suffered by TYRCEO, including any (i) loss of revenue; (ii) loss of current or anticipated profits; (iii) loss of use of money; (iv) loss of anticipated savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of reputation; (ix) loss of contracts; (x) loss, damage, or corruption of software or data; (xi) the cost of selecting and implementing alternative or replacement software and services; or (xii) any indirect, special, or consequential loss or damage of any kind. Nothing in these T&Cs excludes or limits the Partner’s liability for (i) fraud; (ii) death or personal injury caused by its negligence; (iii) breach of confidentiality and indemnification obligations; (iv) payment of amounts duly owed and payable to TYRCEO in the course of normal performance of the Commercial Agreement; (v) any other liability that cannot be excluded or limited under Applicable Laws.

13. Indemnity

If a Third Party makes a complaint, claim, legal action, or administrative procedure against TYRCEO or its Affiliates in relation to a breach by the Partner of its obligations under these T&Cs, or alleges that the Partner’s use of the Tesela Platform infringes a Third Party’s intellectual or industrial property rights, or violates any applicable law or regulation (a “Claim Against TYRCEO”), the Partner shall defend TYRCEO at its own expense and shall indemnify TYRCEO against any liability, damage, debt, loss, expense, legal fees, and court costs arising from the Claim Against TYRCEO or any amounts paid by TYRCEO to resolve the Claim Against TYRCEO. If the Tesela Platform is subject to a claim for alleged infringement of Third Party rights, or in TYRCEO’s opinion may reasonably become subject to such a claim, TYRCEO shall have the right to: (i) allow the Partner to continue using the Tesela Platform; (ii) replace or modify the Services to avoid infringing the third party’s rights; (iii) terminate the Commercial Agreement and the Partner’s right to use the Tesela Platform without further penalty. This is the sole and exclusive responsibility of TYRCEO, and the Partner’s sole indemnification right in relation to any Third Party claims.

14. Confidentiality

Confidential Information, the processes, engineering, design, source code, structure, and operation of the Tesela Platform, and any of the Materials provided to the Partner are considered a valuable asset and essential to TYRCEO’s business. Such information is recognized as strictly confidential, and the Partner is indefinitely obliged not to disclose it or provide it to Third Parties in any manner. The Partner shall ensure that designated and authorized Users and/or Commercial Users, as well as their employees, collaborators, and advisors who have access to Confidential Information, maintain confidentiality indefinitely. The Partner shall be responsible for any damages caused to TYRCEO as a result of a breach of this obligation by any of the aforementioned parties. If a Third Party validly acquires rights to use the Tesela Platform under these T&Cs, the provisions of this clause regarding the Partner shall apply to such Third Party.

15. Advertising and Branding

TYRCEO may use the name and trademarks of the Partner in press releases, online publications, or other public media. The Partner’s use of TYRCEO’s name and trademarks will require prior written consent from TYRCEO.

16. Termination

TYRCEO may terminate the Commercial Agreement for cause by providing written notice if the Partner materially breaches any of its obligations and such breach is not rectified within fifteen (15) days from written notice of the breach. In any case, TYRCEO may claim all damages and losses incurred as a result of the Partner’s breach of contractual obligations, as provided in Clause 11. TYRCEO may also terminate the Commercial Agreement or suspend the Partner’s Access, Use, or Commercialization immediately: (i) if TYRCEO receives an instruction from a competent public authority to terminate the Commercial Agreement; (ii) if the Partner or the Third Party using the Services becomes insolvent or enters into bankruptcy or pre-bankruptcy proceedings; (iii) if the Partner, who is not merely a reseller, fails to use the Tesela Platform for a significant period, at TYRCEO’s discretion, after notice of such inactivity; (iv) if the Partner does not accept the Terms and Conditions; or (v) if TYRCEO deems it necessary for any justified reason to safeguard its public image or commercial interests. In the event of total or partial termination of the Commercial Agreement, the Partner’s rights shall cease immediately, with no liability to TYRCEO for such termination. The Partner understands that after the termination of the Commercial Agreement, it may no longer have access to information related to their account.

17. Force Majeure

TYRCEO shall not be considered in breach of these T&Cs to the extent that the performance of its obligations is impeded by a Force Majeure event arising after the Effective Date.

18. Code of Ethics

The Partner adheres to the third-party code of conduct approved by TYRCEO and outlined in this clause (the “Code of Ethics”), which aims to establish relationships based on trust and mutual benefit, in full compliance with the laws and ethical principles in the countries where TYRCEO operates. The Code of Ethics shall apply to all Partners, suppliers, contractors, and customers conducting business with TYRCEO and any companies in which TYRCEO has any commercial interest. One of TYRCEO’s corporate principles is the fight against corruption and bribery, with TYRCEO and the Third Parties it works with in the market committed to complying with national and international provisions for the prevention of corruption, bribery, unfair competition, and money laundering, including the Spanish Criminal Code and those of the countries where TYRCEO operates, all to avoid unethical practices for obtaining any advantage. Third Parties dealing with TYRCEO must avoid situations that create conflicts of interest or any circumstances that result in unfair competition or deceptive, fraudulent, or malicious conduct to gain an unfair advantage. The content of this Code of Ethics may be updated periodically, and the Partner shall expressly accept any updates in writing. If not, TYRCEO shall be entitled to terminate the Commercial Agreement without penalty or compensation. Likewise, TYRCEO may terminate the Commercial Agreement without penalty or compensation if it reasonably suspects a violation of the Code of Ethics by the Partner. The termination mentioned above shall carry the corresponding legal consequences under Applicable Law.

19. Miscellaneous

These T&Cs and the Commercial Agreement constitute the complete agreement between the Parties related to the Services provided to the Partner and supersede any other document governing the general terms and conditions for Access, Use, and Commercialisation of the Tesela Platform. The Commercial Agreement shall only be modified in writing and signed by both Parties. The Commercial Agreement may be assigned without written consent from the non-assigning Party, though either Party may assign the Commercial Agreement (i) in the case of a substantial acquisition of all the assets, shares, or business of that Party by sale, merger, or otherwise, or (ii) to an affiliate within its group. Either Party may assign its rights and obligations under the Commercial Agreement when the law provides for automatic succession in favor of its Affiliates or in connection with transactions involving a change of control, including mergers, sales of all or substantially all of the assets of either Party. If any provision of these T&Cs or the Commercial Agreement is found to be unenforceable, such provision shall be reinterpreted to make it legally enforceable in accordance with the Parties’ intent, and the validity of the remaining provisions will not be affected. The Parties are independent contractors, and nothing in the Commercial Agreement creates any partnership, agency, or similar relationship. Notices shall be in writing, in Spanish, and sent to the recipient’s address and/or the email address specified in the Commercial Agreement for these purposes. The attempted delivery to the aforementioned addresses, which could not be completed for reasons not attributable to TYRCEO, will be treated, after five (5) days, as the actual and effective delivery of the communication. These T&Cs and the Commercial Agreement shall be interpreted and governed in accordance with the laws of Spain. Any disputes arising from or in connection with the T&Cs or the Agreement shall be finally resolved under the jurisdiction of the Courts of Madrid, Spain, with both Parties waiving any other jurisdiction that may apply.

Last Update: March 19th 2025