1. OPERATOR AND B2B SCOPE
These Terms govern professional access to and use of the Alpha-Klima platform, operated by Arfima Financial Services, S.L., tax identification number B87038659, with registered office at Calle Cardenal Marcelo Spínola, 42, 2nd floor, 28016 Madrid, Spain, and registered in the Madrid Commercial Registry at Volume 32380, Folio 120, Section 8, Sheet M-582829, Entry 1 (“Alpha-Klima”).
The platform is offered exclusively to companies, public bodies, professionals and organisations acting in their business or professional capacity. It is not intended for consumers.
2. CONTRACT, DEFINITIONS AND ACCEPTANCE
The “Service” comprises the platform, modules, APIs and professional services identified in the Order Form. “Customer Data” means data and files submitted to the Service by the Customer or its users. An “Authorised User” is an individual enabled by the Customer. The “Order Form” is the signed document identifying the Customer, scope, term, price and applicable schedules.
The contract consists of the Order Form, incorporated schedules and these Terms. In the event of conflict, the document specifically governing the subject prevails: the data processing agreement for processing on the Customer’s behalf; security, service-level and exit schedules for their respective subject; the Order Form for scope, price and term; and these Terms for the general terms. A written agreement expressly identifying the affected provision prevails within the limits of applicable law.
The organisation identified in the Order Form is the Customer and contractual party. Acceptance by an Authorised User does not make that person a party to the contract, but requires them to comply with the personal access, security, confidentiality, intellectual-property and authorised-use rules. The Customer administers its users and is responsible for their activity to the extent permitted by law.
Alpha-Klima retains evidence of acceptance.
3. ACCESS AND ACCOUNTS
For the contracted term and subject to payment, Alpha-Klima grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right for authorised users to use the platform for internal purposes within the contracted limits.
Users must use an authorised professional identity, protect their credentials and promptly report unauthorised access. The Customer maintains its user list and revokes unnecessary access.
The Customer configures permissions according to least privilege, maintains its own authorisation controls and promptly reports any vulnerability, credential loss or incident that may affect the Service.
Without written authorisation, users must not:
- share, sell, rent or provide access to third parties;
- circumvent limits, security controls or contractual restrictions;
- introduce malicious code or interfere with availability;
- perform unauthorised security or load testing, scraping or automated extraction;
- reverse engineer or attempt to discover non-public code, architecture, parameters, models or logic, except where mandatory law permits it;
- use the platform or protected materials to train or evaluate artificial-intelligence systems;
- create a competing product or substitute database;
- infringe the law, third-party rights or the contract.
4. CUSTOMER DATA, DATA PROTECTION AND SECURITY
The Customer retains its rights in submitted data and grants Alpha-Klima the rights necessary to host, transform and process them to provide, protect and support the service and comply with documented instructions and legal duties.
The Customer ensures the lawfulness, accuracy, necessity and proportionality of its data and informs affected individuals. It anonymises or pseudonymises data where the purpose allows.
Special-category data, criminal-offence data, children’s data, credentials, medical information, identification biometrics or payment data may be submitted only where the Order Form and data processing agreement expressly authorise them and establish the relevant safeguards.
Where Alpha-Klima acts as processor, processing is governed by the Article 28 GDPR agreement. Alpha-Klima does not use Customer data or outputs to train machine-learning models without a written agreement and sufficient legal basis.
Alpha-Klima applies the security measures identified in the contract and relevant technical schedule. Each party notifies the other without undue delay of incidents it becomes aware of that may materially affect the Service, Customer Data or performance of its obligations, and cooperates within its area of control.
5. LOGGING AND USAGE CONTROL
Alpha-Klima records and reviews activity necessary to operate and protect the service, provide support, bill by usage, maintain traceability, enforce licences and limits and investigate incidents, extraction or abuse.
Depending on the function, logs include user and organisation, IP, device and browser, authentication events, modules and resources accessed, queries, API use, downloads, exports, volume, performance, errors, security events and administrative actions.
Identifiable log access is restricted to authorised personnel and those purposes. Alpha-Klima does not review Customer Data content except where necessary to provide requested support, protect the Service, investigate an incident or comply with law. Aggregated or anonymised information is used for capacity, performance, security and improvement.
6. OUTPUTS AND AUTHORISED USE
“Outputs” are reports, scores, calculations, visualisations, exports and Customer-specific results generated under the contract.
Once the applicable fees have been paid, the Customer may retain and use authorised Outputs for internal purposes and share necessary extracts with group companies, advisers, auditors, funders, investors, insurers, regulators, governing bodies and customers included in the contracted use.
The Customer retains applicable attribution and limitation notices and does not sell Outputs as a standalone data product, present them misleadingly, remove source notices, claim an uncontracted certification or use them to reconstruct protected materials.
7. PROTECTED MATERIALS AND IP
Alpha-Klima and its licensors retain all rights in the platform, software, APIs, models, algorithms, methodologies, datasets, taxonomies, templates, documentation, trademarks, trade secrets and reusable developments.
Protected materials include climate, geospatial, hazard, exposure, vulnerability, impact and financial data; bulk or reconstructable values; functions, curves, parameters, weightings and calibrations; models, code, architecture, structures, metadata and non-public documentation; and licensed third-party materials.
The Customer does not extract, reconstruct, persistently store, redistribute or use those materials outside the contracted service. It may retain expressly authorised Outputs and files.
These restrictions do not limit mandatory rights of portability, interoperability, audit, regulatory access, switching or reverse engineering provided by law.
8. API, THIRD PARTIES AND OPEN SOURCE
API access exists only where stated in the Order Form. The Customer complies with the contracted endpoints, authentication, quotas, uses, recipients and retention periods.
Open-source software and third-party data or services are governed by their own licences. Those licences do not grant rights in Alpha-Klima’s proprietary components, configuration, models or infrastructure.
9. SERVICE, SUPPORT AND PROFESSIONAL SERVICES
Alpha-Klima provides the service with reasonable professional care. Availability, support, recovery, timing, deliverable, acceptance and credit commitments are those stated in the Order Form, SLA or statement of work.
Trial and demonstration features have no SLA unless agreed in writing. Consulting, data validation, regulatory interpretation, custom development and expert review are included only where stated in the contract.
10. FEES AND PAYMENT
The Order Form states price, scope, taxes and payment schedule. Unless agreed otherwise, invoices are payable within 30 days, amounts exclude VAT and the Customer pays undisputed charges when due.
Alpha-Klima may charge interest and lawful recovery costs on overdue amounts not disputed in good faith and may suspend the service after reasonable notice.
The Customer raises a good-faith billing dispute before payment is due, identifies the amount and reasons and pays the undisputed part. The parties review the dispute diligently.
11. NATURE OF THE ANALYSES
Outputs depend on data, models, scenarios, approximations, uncertainty and assumptions. They are not deterministic predictions.
Unless expressly contracted, the service is not legal, regulatory, financial, investment, credit, insurance, actuarial or engineering advice; a valuation, inspection, audit, assurance, certification or compliance guarantee.
The Customer remains responsible for its decisions, professional judgements and regulatory statements and considers the applicable assumptions, limitations and specialist advice.
12. WARRANTIES
Each party warrants its authority to contract and compliance with laws applicable to its activities.
Alpha-Klima warrants that the service materially conforms to the contractual documentation and that professional services are provided with reasonable care. For a notified material breach, Alpha-Klima corrects or repeats the affected service; if that is not possible within a reasonable period, the Customer may terminate the affected part and receive a proportional refund of unused prepaid fees.
To the extent permitted by law, Alpha-Klima does not warrant a specific result, complete absence of errors or fitness for a purpose that was not disclosed and accepted.
13. CONFIDENTIALITY
Each party uses the other’s confidential information only for the contract, protects it with reasonable care and discloses it only to persons who need it and are subject to confidentiality.
Information is not confidential where it becomes public without breach, was lawfully known, is lawfully received from a third party or is independently developed. Legally required disclosure is limited to what is necessary and, where law permits, notified to the other party in advance.
The obligation continues for five years after termination. Trade secrets and personal data are protected while they retain that status or as required by law.
14. SUSPENSION AND PROTECTION
Alpha-Klima may limit or suspend access to respond to threats or incidents, stop unlawful use or abuse, protect data and rights, comply with legal orders or recover overdue undisputed amounts.
The measure is limited to what is reasonably necessary, communicated where circumstances permit and lifted when its cause no longer exists. Alpha-Klima retains technical evidence and exercises available legal remedies for unauthorised use or infringement.
15. TERM AND TERMINATION
The contract continues for the term stated in the Order Form. Either party may terminate for a material breach not remedied within 30 days after notice. A party may also terminate where the other ceases business, enters liquidation or becomes subject to insolvency proceedings that legally permit termination. Alpha-Klima may terminate immediately for serious unlawful use, deliberate intellectual-property infringement, substantial security risk or irremediable conduct.
On termination, access ends, subject to any applicable transition and retrieval period. Accrued duties and provisions that by nature survive remain effective, including confidentiality, ownership, payment, liability, data return or deletion and governing law.
16. SWITCHING, EXPORT AND DELETION
The Customer may request a switch to another provider, transfer to on-premises infrastructure or deletion of its exportable data and digital assets. The request identifies the affected service, destination, required data and assets, requested date and coordination contact. Alpha-Klima confirms the timetable, format and operational responsibilities.
The maximum notice period to initiate switching is two months. After notice expires, the ordinary transitional period is 30 calendar days. Alpha-Klima provides reasonable assistance, maintains service continuity and security and informs the Customer of known transition risks.
Where 30 days is technically infeasible, Alpha-Klima notifies and explains the reason within 14 working days after the request and sets an alternative period of no more than seven months. The Customer may extend the transitional period once for the period it considers appropriate.
Exportable data include Customer-provided data, retained original files, portable account configuration, contracted Outputs and metadata needed to interpret them. The Order Form or exit schedule exhaustively identifies the exportable categories applicable to the Service. They are supplied in a structured, commonly used and machine-readable format or their original format where appropriate.
Excluded materials are Alpha-Klima or third-party datasets, uncontracted raw or reconstructable data, models, parameters, methodologies, functions, software, architecture, trade secrets, security information and internal logs not required by law. Exclusions do not prevent effective switching.
During transition, Alpha-Klima maintains contracted functions, continuity and an appropriate level of security and cooperates in good faith to complete the switch. The retrieval period lasts at least 30 calendar days after the transitional period. When it ends, Alpha-Klima deletes exportable data and digital assets directly linked to the Customer unless legal retention is required and confirms deletion at the Customer’s request.
Standard export is included. Until 12 January 2027, switching charges are limited to direct costs and identified in the Order Form or exit schedule together with standard service fees and any early-termination penalties. From that date no switching charges apply. Custom assistance outside the statutory switching process may be contracted separately if it does not restrict the Customer’s mandatory rights.
17. INTELLECTUAL-PROPERTY CLAIMS
Alpha-Klima defends the Customer against third-party claims that authorised use of the proprietary service infringes intellectual-property rights in the EEA or United Kingdom and pays final damages or approved settlements.
This duty does not cover claims caused by Customer data or instructions, third-party modifications, unauthorised combinations, use contrary to the contract or continued use after an alternative is offered.
The Customer defends and indemnifies Alpha-Klima against claims caused by unlawful Customer data, the Customer’s infringement or unauthorised use of the platform and protected materials.
The indemnified party notifies the claim without undue delay, allows the indemnifying party to control the defence and settlement and provides reasonable cooperation. A settlement that admits liability or imposes non-monetary duties on the indemnified party requires its consent, which is not unreasonably withheld.
18. LIMITATION OF LIABILITY
Neither party is liable for indirect or consequential loss, lost profit, revenue, savings, reputation or business interruption, except where included in a third-party claim covered by an express indemnity.
Each party’s aggregate liability does not exceed amounts paid or payable under the affected Order Form during the 12 months before the event. For confidentiality, security and data protection, the aggregate cap is twice that amount.
Nothing limits liability for fraud, wilful misconduct, non-payment, deliberate intellectual-property infringement, death or personal injury caused by negligence, or liability that cannot lawfully be limited.
19. GENERAL, LAW AND LANGUAGE
The parties are independent. Neither is responsible for delay caused by events outside its reasonable control while it takes proportionate steps to reduce their effects; this does not excuse overdue payment or mandatory legal duties. The Customer does not assign the contract without consent, except in a reorganisation or business transfer to a solvent successor. Alpha-Klima may subcontract and remains responsible under the contract and law.
Failure to enforce is not a waiver. Partial invalidity does not affect the remainder. The Order Form and incorporated documents constitute the complete agreement for the Service and confer no rights on third parties. Contractual notices are sent by a recordable method to the Order Form contacts and, for Alpha-Klima, to contact@alpha-klima.com or its registered office.
Spanish law governs and the courts of Madrid, Spain have jurisdiction unless a valid agreement or mandatory law provides otherwise.
If the versions differ, the Spanish version prevails.