B2B Terms and Conditions

Términos y
condiciones B2B

A. Powereducation, S.L., a Spanish company, with registered office for these purposes at Calle Arturo Soria, 245, 28033, Madrid, Spain and tax identification number B87867297 ("ThePower" or "TP").

B. The legal entity whose data and legal representative appear in the order form (as this term is defined below) (the "Company").

ThePower and the Company are hereinafter collectively referred to as the "Parties" and each individually referred to as the "Party".


I. ThePower is a well-known online business school incorporated under the laws of Spain, which is engaged in online training and has a wholly and directly owned subsidiary whose corporate name is ThePowerMBA, Inc., with its registered office at 2035 Sunset Lake Road, Suite B2, Newark, 19702, New Castle, Delaware and identification number (E.I.N.) 38-4131772 ("TP USA").

II. ThePower, either directly or through TP USA, offers programs (i) that are based on learning methodologies through different audiovisual content and telematics education produced by TP and TP USA, with the collaboration of different professionals (the "MBAs"); and (ii) of automated content that are focused on very specific topics of the business world and are produced by TP and TP USA, with the collaboration of different professionals (collectively referred to as the "Programs").

III. That TP focuses on the marketing and development of the Programs in Spanish and TP USA focuses on the marketing and development of the Programs in English.

IV. That the Company is interested in subscribing certain licenses for the use of the Services (as defined below) of TP for the training of its employees and, for such purposes, has entered into an order form with TP (the "Order Form").

Therefore, both Parties, by mutual agreement, proceed to formalize the present Collaboration Agreement and the Assignment Sheet (jointly referred to as the "Agreement"), which is current as of February 19, 2024 and shall be effective between the Company and TP from the moment in which the Company subscribes the Assignment Sheet (and therefore, accepts the terms and conditions of this Agreement).

The Agreement shall be governed by the following


1. Nature of the Agreement

1.1 This Agreement is of a commercial nature, and there is no employment relationship between TP and the Company or any of the employees or collaborators that the Parties may assign to the provision of the Services (as defined in the Agreement).

1.2 The Order Form, as well as any addenda and supplements thereto, shall be subject to the terms of this Agreement as if it were an inseparable part of this Agreement. However, in the event of any inconsistency between the terms herein and the Order Form, the terms of the Order Form shall prevail.

1.3 By signing the Order Form, the Company accepts the terms and conditions of the Agreement. If the individual signing the Order Form does so on behalf of a legal entity, such individual represents and warrants that he or she has the authority to bind such entity and its affiliates to these terms and conditions, in which case the term "Company" shall refer to such entity and its affiliates. If the person accepting this Agreement does not have such authority, or does not agree to these terms and conditions, such person must not accept this Agreement and may not use the Services (as defined below).

1.4 TP shall act as an independent entity, and neither TP nor any of its employees shall have any express or implied right or authority to assume or create any obligation or liability in the name of or on behalf of the Company, or to bind the Company in any way.

2. Provision of Educational Programs by TP

2.1 TP undertakes to make available to the Company and, in particular, to the Company's employees, the licenses for use of the Educational Programs that both TP and TP USA make available from time to time to the general public on the terms, quantities and "virtual rooms" reflected in the Order Form. The Parties further state that employees of the Company taking the respective Programs shall subscribe to TP's terms and conditions and privacy policy as reflected on their respective websites.

2.2 TP USA shall make its respective Programs available to TP so that the latter may make them available to the Company, according to the terms of this Agreement.

2.3 The Company declares that it has been fully informed prior to the signing of this Agreement of the nature of the Programs and has had the opportunity to request from TP all the information necessary to evaluate the scope of the terms and conditions of the Agreement. In particular, the Parties expressly state that the Programs offered by TP (including those of TP USA) do not consist of educational programs endorsed by any official body and/or university and therefore such Programs are not officially accredited.

Consequently, the Company may not allege any supervening or supervening circumstance to claim the modification of the Price (as this term is defined below) or its term.

2.4 The Parties further acknowledge and agree that:

2.4.1 The email addresses of the Company's employees made available to TP, either by the Company or directly by the Company's employees (all as set out in Clause 14 below), shall be corporate email accounts. For these purposes, any communication made by TP shall be valid as long as TP has not been notified of the change of email of the student in question. However, if the Parties so agree, certain employees may provide their personal e-mail addresses in order to benefit from the Programs.

2.4.2 Employees of the Company shall not have access to the employability forum offered by TP.

2.4.3 The Company, through its authorized representatives, shall have access to a portal to view the progress, metrics and development of each of the Programs being pursued by the Company's employees from time to time (the "Company Portal"). For clarification purposes, TP USA will make its respective Programs available to TP on TP's Website (as "Website" is defined in the terms and conditions of the Company Portal).

3. Learning Management System

3.1 The Parties agree that, either individually and separately or in conjunction with the engagement of the Educational Programs, the Company may engage a content creation system, owned by TP and available through the Company Portal under the name PowerLearn ("Learning Management System" or "LMS"), to enable the Company to create its own educational content and make it accessible to its employees through the Company Portal and TP's platform.

3.2 Technical characteristics of the LMS

3.2.1 Browsers and Platforms: TP will support the LMS on the last two major versions of the following browsers and platforms: Firefox, Chrome, Safari, Microsoft Edge and Android Browser.

3.2.2 Other Data:

Concept Status / Capacity

Cookies -> Enabled

Javascript -> Enabled

Pop-up blocking -> Disabled

Maximum monthly bandwidth -> Unlimited

File upload limit -> 1 500 MB

Disk space limit -> 2 75 GB

1 To enable uploading of educational files larger than 0.5 GB (not included), it will be necessary to obtain a prior request from TP.

2 Should the Company wish to increase the available space, the Company shall contact TP's sales representative.

3.3 Unless otherwise agreed, the LMS shall be available for the duration of the Contract and shall be governed by the conditions, service levels and security terms reflected in the Contract Order Form.

4. Mentoring or Coaching Services

4.1 The Parties agree that, either individually and separately or together with the contracting of the Educational Programs and/or the LMS, the Company may contract for the benefit of its employees mentoring or coaching services, which may be structured either on an individual or group basis (hereinafter, "Coaching"). In this sense, the Coaching services will be performed by TP, either directly or through a third party designated by TP (hereinafter, the "Mentor").

4.2 Unless otherwise agreed, the Parties establish that the Coaching exercises shall be conducted through telematic means or other analogous digital tools. Notwithstanding the foregoing, the Parties may also agree on face-to-face Coaching sessions, either at the Company's or TP's facilities.

4.3 The Parties shall agree in the respective Order Sheets and/or in a separate document - to which the terms contained in the Agreement shall apply - the economic conditions, recurrence, schedules and other terms and conditions that shall be applicable to the Mentor for the execution of the services related to the Coaching.

4.4 The Mentor shall carry out the Coaching services with the strictest professionalism and confidentiality, protecting the employees' opinions, testimonials and reasons for consultation.

5. Program, LMS and Coaching Terms and Conditions

5.1 The Programs, the LMS and the Coaching (collectively referred to as the "Services") shall be for the exclusive use and training of the Company's employees, and the Company may not use any of the Services for any purpose other than the purpose of this Agreement without the prior written consent of TP.

5.2 The authorization granted under this Agreement is a temporary license to use the Programs and, if applicable, the LMS contracted by the Company and does not in any way transfer any of the rights that TP and TP USA hold or may hold over such Programs, the LMS and Coaching. As such, the Company, as licensee, may not resell, transfer to third parties, lease, rent or provide any of the Services.

5.3 This license to the Services is granted on a non-exclusive and non-transferable basis. The Company shall not be entitled to make any modifications to the Services, notwithstanding that it may agree with TP on specific products designed for the Company's personnel such as (i) webinars created specifically for the Company's personnel as an exclusive group on the platform; (ii) a welcome kick-off event; or (iii) a program closing event.

5.4 The Company is only authorized to carry out acts of reproduction and public communication of the documents that make up the Services in its corporate environment, for the purpose of training its employees on the training platform set up for this purpose.

5.5 Any modification to the Services shall only be binding on the Parties if it is carried out by prior agreement and in excess of the Parties. Therefore, the provision of any services other than the Services may not be carried out until the Company has previously and expressly approved their provision.

5.6 TP reserves the right to cancel, interrupt, reschedule or modify any of the content included in its respective Services or, in connection with the Programs, to change the point value or weight of any module, quiz or other assessment, in order to keep the content up to date at all times and to provide the highest quality of the same.

For clarification purposes, (i) the aforementioned cancellation, if it occurs, will only refer to some minor adjustments of the recordings included in the different Programs whose purpose is to keep the program updated and will not imply the elimination of the quality, global content and the services contracted by the Company related to the Program; and (ii) at all times there will be content available for the Company's employees and they will be able to access their Programs with high quality content similar to that agreed between the Parties.

5.7 Both Parties represent and warrant that, in relation to the Services, they respectively meet all the requirements of the Spanish labor, social security and tax laws that, due to their situation, correspond to them, and that they are solely and exclusively responsible for the consequences that may arise from these concepts.

6. Place and rendering of the Services

6.1 The Parties acknowledge that the provision of the Services shall be carried out telematically. Therefore, it shall be the Company's responsibility, if applicable, to provide the space, infrastructures and complementary services necessary for the correct performance of the Services and that the Company's employees may benefit from the same.

6.2 In the event that the Parties agree that the provision of services related to Coaching shall be carried out at the Company's premises, the Company shall provide the space, infrastructure and complementary services necessary for the proper execution of such Coaching services and that the Company's employees may benefit from the same.

7. Contracting as managing entity of the training programmed before the Fundación Estatal para la Formación en el Empleo ("Fundae").

7.1 The Parties agree that, in addition to the provision of Services, the Company may hire an expert entity designated by TP (the "Third Party Expert"), to act as Training Manager for the training programmed by Fundae (the "Training Management").

7.2 In the event that the Company chooses to engage the services relating to the Training Management, the Third Party Expert and the Company shall enter into and govern their respective rights and obligations relating to the Training Management by approving a commercial proposal.

7. 3 In all those cases in which the Company opts for Fundae's subsidized training, either through the management of the Training offered by the Third Party Expert, or through the Company itself, the latter shall give one (1) month's notice to TP and to the Third Party Expert, if applicable, of its willingness to subsidize the training of its employees, the number of employees who will be subsidized through Fundae and the Program to be taken by each of them, about its willingness to subsidize the training of its employees, the number of employees that will be subsidized through Fundae and the Program to be taken by each of them so that TP and the Third Party Expert can carry out the corresponding necessary steps in the telematic application of Fundae and request the necessary documentation to process it.

8. Payment and Invoicing

8.1 The consideration to be paid by the Company for the provision of the Services is based on the total number of employees agreed between the Parties, the scope and level of the LMS or the number of employees benefiting from the Coaching, if any, and on the terms and conditions detailed in the Order Form (the "Price").

8.2 The Company shall pay the invoices in accordance with the terms and conditions set out in the Order Form. This transfer shall be made to the current account and bank owned by TP as determined in the Invoice. Unless another mechanism is established in the Order Form, payment shall be made by direct debit and the Parties undertake to sign a SEPA direct debit mandate for this purpose.

8.3 The Price does not include any indirect taxes applicable by law and shall be updated annually in accordance with the Spanish Consumer Price Index. Services related to the processing of the training in Fundae.

8.4 In the event that the Third Party Expert and the Company agree to provide services related to the management of the Training, the Company shall pay to the Third Party Expert an additional 10% of the Price applicable at any time between the Parties as a result of such entrustment of the management of the Training.

8.5 The Company shall pay the relative amounts for the management of the Training at the beginning of each group reported in FUNDAE taking into account the employees of the Company who are enrolled in the respective Programs, after issuance of the corresponding invoice by the Third Party Expert. In this regard, in the event that the Company does not pay the amounts referred to in the preceding Clause within the established deadlines, TP and/or the

Third Party Expert shall be entitled to terminate the respective commercial proposal without any penalty or liability and, therefore, not to communicate through the telematic application available on Fundae's website the completion of the training actions.

8.6 The invoicing to apply the bonuses correctly must be made per calendar year. Therefore, before the end of the year, a final invoice shall be issued regulating the corresponding price of all the Programs taken by the employees of the Company in question. In order to be able to apply the bonus, the invoices must be paid before the presentation of the contribution bulletin for the month of December.

9. Duration

9.1 Unless otherwise agreed in the Order Form, this Agreement shall enter into force on the date on which the Order Form is executed, and shall have a duration of one (1) year. In this regard, the Company shall have a minimum performance period of at least the first twelve (12) months. After such period, the Contract shall be automatically renewed for annual periods, unless notified in writing by either Party at least two (2) months prior to the end of the initial period or any of its extensions.

9.2 Upon termination of the Contract, it shall be deemed to be terminated without any economic rights or obligations arising therefrom for either Party. Termination of the Agreement for any reason shall terminate the access of the Company's employees to any of the Programs they were taking and, if applicable, to the LMS and/or Coaching.

9.3 Notice of termination shall not prevent the Company's employees from enjoying the Programs and, as the case may be, the LMS and/or Coaching until the end of the period that the Company has contracted with TP and provided that the Company has paid the applicable fees.

10. Level of provision of the Services

10.1 Hosting

10.1.1 The hosting service includes the implementation of the operating systems and the web portal relating to the Services as well as their network services and their configuration. In addition to the management of complementary or ancillary services, such as monitoring or backups.

10.1.2 The hosting services offered by TP include proactive monitoring of the Services, so that any problem that may arise in any of the different monitoring processes (disk space, processor usage, memory, etc.) will be automatically communicated to TP technicians for resolution.

10.2 Security of the Services

10.2.1 TP hosts its services, both its own and those contracted with third parties, with ISP providers, who host the servers in data centers that comply with the highest industry standards regarding continuity of service, both electrical and network, physical and logical security, which allow us to offer stable hosting and service availability of 99% in the scope of this type of infrastructure (not including the time of updates, service interruptions or intervention windows).

10.2.2 In accordance with the principle of least privilege, TP shall assign the necessary and sufficient permissions, for a limited period of time and with the minimum possible rights, to the various users to enable them to perform their job functions. Furthermore, all data and content of the LMS Contracting Company will be in an encrypted data collection and separated from potential access by third parties or customers of TP. In this regard, only authorized representatives of TP with administration privilege levels as well as authorized representatives of the Company shall have access to the data collection.

10.2.3 Additionally, (i) all TP employees have an antivirus installed that allows detecting possible attacks or intrusions in the operating system of the employee's devices or in the information they have stored; (ii) all operating systems are guaranteed to always have the latest security patches installed; and (iii) TP's third party hosting provider (i.e. Amazon Web Services) has the highest standards and levels of cybersecurity regarding the processing of personal data, in accordance with ISO/IEC 27001 and the applicable data protection legislation.

10.3 Company Portal

10.3.1 The Company, through its authorized representatives, shall have access to TP's Company Portal, where they may access, in addition to the content referred to in Clause 2.4.3 of the Agreement, the LMS content creation system, information about the LMS, frequently asked questions documents and register an incident to be dealt with by TP's customer service (“CS”) or technical support service (“TSS”) personnel.

10.3.2 Authorized Representatives may contact, either through a chat enabled for this purpose on the Company's Portal or through an email account designated for this purpose (support.incompany@thepowermba.com), any technical incidents or operational doubts they may have with the Services to be dealt with by TP's staff.

10.4 Classification of incidents

10.4.1 Definition of incidents

An incident will be considered as a single technical support problem together with the reasonable effort required to resolve it. In turn, a single support problem shall be a problem that cannot be divided into subordinate problems. If a problem consists of subordinate problems, each will be considered as a separate issue. An issue may require several contacts and an unconnected investigation to reach a final resolution. Questions and inquiries regarding use of the Services are not subject to the definition of an issue.

10.4.2 Critical Level This level of severity includes all incidents that completely prevent the use of the contracted service for all users. The first response time shall be recorded within a maximum of eight hours for any incident of this type, working thereafter until the problem is solved and the out-of-service functionality or functionalities are restored.

10.4.3 Medium Level This level of severity includes all incidents that prevent the use of one or more of the important functionalities of the service, but which do not affect all users or prevent the contracted service from being interrupted. The first response time shall be recorded within a maximum of twelve hours for any such incident, working thereafter to solve the problem and restore the functionality or functionalities out of service.

10.4.4 Low Level This level of severity includes all incidents that are not related to the malfunctioning of the service as a whole and that only slightly affect a small number of users. First response time shall be recorded within a maximum of twenty-four hours, working thereafter during office hours until the problem is resolved.

10.4.5 For medium and low priority incidents, the production release of solutions shall be subject to the LMS product cycles, which range from approximately 1 to 3 months. In the case of critical priorities, solutions will be released to production as soon as possible with the highest priority within office hours and within a maximum of 24 hours. For clarification purposes, requests for functional evolution will not be included under any type of incident.

10.5 General characteristics of incidents

10.5.1 Incident resolution times will depend on the nature and cause of the solution. A resolution may consist of a patch or an alternative process under the supervision of the support service and TP authorized contacts.

10.5.2 Although the TSS will use its best efforts to resolve the issue in question, there can be no guarantee that all issues will be resolved due to the diversity of TP clients' computer configurations. Also, the Company may close a case before it is resolved. The SST will agree on the problem definition with the Company's authorized representative when he/she raises the technical support incident. The incident will be closed when the TSS professional has offered the representative one or more solutions. If the technical support professional is unable to find a solution, the user will be notified of this and the case will be closed as not


10.5.3 The Company agrees to cooperate and work closely with the TSS to reproduce errors, including performing diagnostic or troubleshooting activities. In addition, subject to the approval of the Society, and on a case-by-case basis, individual users may be requested to provide remote access to their desktop system for troubleshooting.

10.5.4 Incidents created by interaction of third-party software or configuration of local applications on the desktop or laptop are outside the scope of the LMS. Notwithstanding the above, TP agrees to use its best efforts to locate the source of the problem, but will not be able to give advice on configuration and adaptation of third party tools outside the LMS, except for periods agreed with TP for pre-deployment integrations and supported browsers (reported by the product).

10.5.5 The SST shall not include the following circumstances: (i) Company proposals for product features; (ii) on-site support; (iii) root cause analysis; (iv) products outside the support lifecycle; (v) writing or reviewing custom code; or (vi) retrieval of content uploaded to the LMS (e.g. videos or any other Company resources) or deleted from standard product features.

10.6 Resolution of Questions Regarding Use of the Service

10.6.1 Questions regarding the use or general operation of the Services that are not categorized under technical issues shall be communicated to TP's CS team, as set out in Clause 9.3.2 above, either through a chat on the Company's Portal platform or by writing an email to support.incompany@thepowermba.com.

10.6.2 On the other hand, in the event that the doubts mentioned in the preceding Clause are raised by the Company's students who are taking the TP Programs, they may communicate them through a chat enabled for this purpose on the TP educational platform or by writing an email to hola@thepowermba.com.

10.6.3 The service hours for the resolution of this type of questions shall be from Monday to Friday from 09:00 a.m. to 23:59 p.m. CET. Questions about the operation of the Services will be received and registered within these hours. Spanish national holidays will not be included and CS support hours will be available in Spanish and English.

10.6.4 The first response times will vary depending on the communication channel chosen: less than 10 minutes in the case of opting for the Platform Chat and less than three hours in the case of opting for email communication.

10.6.5 Although the CS service will use its best efforts to resolve the query in question, it cannot guarantee that all queries will be resolved. Furthermore, the Company may close a case before it is resolved. The CS team will agree the definition of the concern with the Society's authorized representative (or, if applicable, the student) when the concern is raised by the representative and the concern will be closed when the CS professional has offered the representative (or, if applicable, the student) one or more solutions. If the CS Professional is unable to find a solution, the User will be notified and the case will be closed as unresolved.

10.7 Exclusion of liability

10.7.1 Errors in connections, acts of God and Force Majeure

TP will not be responsible for the lack of availability in the hosting service, errors, delays in access, or any anomaly that is due to connection problems of the contracting person, causes of unforeseeable circumstances, force majeure or any other contingency totally unforeseeable and therefore outside the good faith of TP and not attributable to it.

10.7.2 Damages and liability TP shall in no case be liable for errors or damages caused by the inefficient and bad faith use of the Service by the Company or its employees or third parties taking the Programs as students. Nor shall it be liable for the consequences arising from the lack of communication with the contracting person when it is attributable to the non-functioning of the e-mail provided or to the falsity of the data provided by the contracting person. The Company exempts TP from any liability in relation to the creation and uploading of its own content (i.e. Company's Own Content, as defined below) on the LMS platform and agrees to hold TP harmless, such that TP shall not have to make any disbursement, against any claim, damage (direct, indirect or loss of profit), fine, loss, penalty or any liability arising out of any event relating to the creation and uploading of the Company's Own Content to the LMS platform.

10.7.3 Interruption of Service TP reserves the right to temporarily interrupt the provision of the service for imperative needs of improvement, repair or replacement of the technical means used for the provision of the service. An attempt will be made to notify the Company in advance of the timetable for the performance of these tasks so that it can be planned and, as far as possible, an attempt will be made to ensure that such interruption is made during the Company's off-peak hours. TP also reserves the right to interrupt the service when the Company is in breach of any of the existing clauses in these conditions and, especially, when the Company is committing any type of illegal activity, does not pay for the service or additional costs, or when the service is being used in violation of the provisions of these conditions. Interruptions of service that refer to any of the causes of this clause will in no case give rise to any compensation or claim to the Company. TP assumes responsibility for the efficient provision of the service in accordance with the provisions of these conditions and in accordance with the specific request made by the contracting person. The Company expressly disclaims any contractual or extra-contractual liability for any damages (direct, indirect or loss of profit) arising from its own failure to comply with these conditions.

11. Personnel

11.1 TP guarantees that the personnel performing the contracted activities will have the qualifications, training, experience and professional level appropriate to the work to be performed. Furthermore, under no circumstances shall TP personnel be considered employees, agents or representatives of the Company.

11.2 Furthermore, the Company shall appoint a representative or coordinator, who shall exclusively maintain the necessary contacts with TP in order to resolve any problems that may arise in the development of the work awarded and to give generic indications of the services to be performed.

11.3 TP shall use the personnel it deems necessary to carry out the Services and the Company shall not assume any liability arising from the relationship between TP and TP USA and its personnel in the provision of the Services.

12. Early Termination of the Agreement

12.1 The Contract may be terminated early in the following events:

12.1.1 By either Party in the event of a material breach of this Agreement, if the defaulting Party fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

12.1.2 If the Company defaults in the payment of any sum due within the time limits specified in this Agreement and such default is not cured within fifteen (15) days of TP's written notice.

12.1.3 By mutual written agreement of the Parties.

13. Intellectual and Industrial Property

13.1 TP and TP USA are, respectively, the owners of all intellectual and industrial property rights of the Programs, the LMS and the Coaching. To this effect, the Company expressly acknowledges that the use by the Company, or by the Company's employees who take the Programs or use the LMS or receive the Coaching services, of all content relating to the Programs, the LMS or the Coaching, shall in no case entail the granting and/or acquisition of any rights over the same in favor of the Company beyond what is regulated in this Agreement.

13.2 The Company shall retain all intellectual, industrial and trade dress property rights in any proprietary content it creates and uploads to the LMS platform (the “Company Content”). For clarification purposes, the creation of the Company Content and the inclusion of the Company Content within the modules of the various TP and TP USA Programs shall not grant the Company any intellectual, industrial and proprietary property rights in the TP and TP USA owned Programs, the aforementioned rights of the Company being limited to the Company Content.

13.3 As a consequence of the foregoing, the Company grants, for the duration of the LMS, a non-exclusive, irrevocable, time unlimited and free license over the Company's Content in favor of TP so that the latter may proceed, to the full extent, to exploit the Company's Content in order to provide the LMS service contracted by the Company.

13.4 The Company declares that it holds all intellectual, industrial and image property rights that may be derived from the Company's Content and that the assignment of rights under this Agreement does not violate or infringe any third party rights.

13.5 In the event that the Company collaborates with TP in the development, in the context of the execution of this Agreement and the subscription of the LMS, of any work, service, invention, distinctive sign or creation that may or may not be subject to intellectual or industrial property rights (such as, but not limited to, student testimonials, promotional announcements, etc.), the Parties shall agree in good faith prior to such development the terms and conditions under which the Company and TP may make use of such intellectual property rights. For clarification purposes, potential collaboration in relation to the co-creation of specific Programs for the Company shall be outside the scope of the LMS - even if this is the platform, if any, on which they are based - and of this Agreement and shall be regulated in a separate document.

13.6 TP may advertise and display on its website and other channels that the Company benefits from the TP and TP USA Educational Services and, for such purposes, may - in good faith and at all times with due regard to the image of the Company - use the Company's logos, trademarks and corporate images.

14. Confidentiality

14.1 For the purposes of this Agreement, Confidential Information shall be considered to be all information provided by any of the Parties directly or indirectly in relation to the activities carried out by the same. It shall be considered Confidential Information whether it is provided verbally or in writing, data provided in computer or audiovisual support and any information acquired by any of the Parties.

14.2 In particular, it shall be considered confidential, including, but not limited to, any information related to TP and TP USA, its methodology, manuals, Programs, LMS, Coaching, modules, business plans, marketing plans, know-how, lists of users or suppliers, financial information, trademarks and any other information that may reasonably be classified as confidential.

14.3 Each Party undertakes to treat Confidential Information transmitted by the other Party as confidential and shall in no event be used (for its own or any third party's benefit), disclosed, transmitted to third parties or made public in any way by the Parties without the prior written consent of the other Party. For clarification purposes, the confidentiality obligations herein shall not include the mere existence of the Agreement and shall entitle each Party to mention the other Party's company name to third parties for information purposes.

14.4 At any time, at the request of either Party, or upon termination of the service covered by this Agreement upon request of either Party, the Party shall immediately return to the other Party all confidential information delivered in written or tangible form or certify to such Party that such information has been destroyed.

14.5 The obligations set forth in this clause shall continue during the term of the Agreement and indefinitely, even after its termination. In the event of breach of any of these obligations, the Party in breach shall be entitled to claim damages from the Party in breach.

15. Protection of personal data

15.1 In compliance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (GDPR) and Organic Law 3/2018 of 5 December on Personal Data Protection and guarantee of digital rights, the Parties shall adopt any measures necessary to comply with the regulations in force on data protection.

15.2 The representatives of the Parties are informed and consent to the processing of their personal data for the development and execution of this Agreement, as well as for the management and archiving of the documentation related to it. The legal basis for the processing of their data is the performance and execution of this Agreement. The personal data of the signatories will be kept for the time necessary to ensure compliance with the legal obligations of the Parties, which period may be up to six (6) years from the end of the contractual relationship.

15.3 In accordance with data protection regulations, both Parties have the status of data controllers with respect to the data that each Party collects and processes in the exercise of its powers under this Agreement, and neither Party shall communicate to the other Party the personal data for which each Party is responsible.

15.4 In the event that such communication is necessary, the responsible Party shall ensure that the respective data subjects have been informed and have given their consent to the transfer of their data to the other Party in accordance with the requirements set forth in the applicable data protection regulations.

15.5 The signatories of this Agreement, who are informed of their right to file a complaint with the supervisory authority on data protection (in the case of Spain accessible at www.aepd.es), may exercise their data protection rights (access, rectification, deletion, opposition, limitation of processing, portability and any other rights recognized by current legislation) by contacting:

15.5.1 In the case of TP: dpo@thepowermba.com and legal@thepowermba.com.

15.5.2 In the case of the Company: the one indicated in the Order Form.

15.6 Should the Company make available to TP personal data other than those included in this Agreement, it shall do so under its own responsibility.

this Agreement, it will do so under its responsibility, in its capacity as data controller (the “Controller”) and TP will process them as data processor (the “Processor”), following the Company's documented instructions. In this case, this clause establishes obligations and responsibilities of the Parties with respect to the databases of personal data owned by the Controller (“Databases”), to which the Controller may give access to the Processor. The fundamental characteristics of the Databases and the processing that the Controller authorizes to the Processor are detailed below.


- Collection

- Recording

- Structuring

- Conservation

- Extraction

- Consultation

- Collation

- Limitation

- Suppression

- Destruction

- Conservation

- Communication


- Customer management

- Marketing activities

- Sending advertising and commercial prospecting

- Education and management of related activities

- Human resources

- Profile analysis

- Provision of electronic communications services

communications services

- Electronic commerce

- Statistical, historical or scientific purposes

- Identifying data (name, surname and TYPE OF DATA corporate email)

- Academic


- Employees and employees

- Clients and users

- Associates or members

- Student

- Contact persons designated by students

15.7 The Processor undertakes to:

15.7.1 Process the personal data only in accordance with the documented instructions of the Controller, and to refrain from applying or using the personal data for any purpose other than the performance of this Agreement.

15.7.2 To refrain from disclosing, assigning, transferring or communicating the data in any form to third parties, whether orally or in writing, through electronic means, written or telematic access without the express authorization of the Controller.

15.7.3 To allow access to the data to its employees and external collaborators when necessary to provide the services set forth in this Agreement.

15.7.4 To inform the Controller, at the latter's request, of the need to subcontract the processing of Databases and of the data of the company that will be the sub-processor before contracting it (in the event that it has obtained a response from the Controller within fifteen days following the notification by the Processor, it shall be understood that the authorization by the Controller has been granted).

15.7.5 To adopt appropriate security measures for the Databases, in accordance with the instructions provided in writing by the Data Controller for this purpose.

15.7.6 To assist the Controller in responding to requests for the exercise of the rights of data subjects and to inform the Controller within 5 working days of any request it receives, so that the Controller can deal with it.

15.7.7 Upon termination of this Agreement, to return or destroy the Databases to the Controller, as requested by the latter, unless there is a legal provision requiring their preservation.

15.7.8 Not to carry out any international transfer of data with the TP USA entity.

16. Transfer

16.1 Neither Party may assign its rights and obligations under this Agreement without first obtaining the written consent of the other Party.

16.2 Without prejudice to the provisions of the preceding paragraph, any of the Parties may freely assign this Contract to any of the companies that make up its group (within the meaning of article 42 of the Spanish Commercial Code).

17. Non-Exclusivity

17.1 The obligations established in this Agreement for TP shall not prevent TP from rendering services or supplying products similar to those regulated in this Agreement to any other entity.

18. Miscellaneous

18.1 The present Contract, including its Annexes, comprises the totality of the obligations of the Parties, replacing any previous negotiations made by the Parties. In this sense, each of the Parties waives any right and/or obligation that may arise from such negotiations.

18.2 Any modification or waiver of the terms of this Agreement must be made in writing and agreed to by both Parties. No waiver by the Parties of any breach shall be deemed to be a waiver of any prior or subsequent breach of the same or other provisions of this Agreement.

18.3 If any provision of this Agreement is deemed invalid, unenforceable, or void, the provision shall be applied and/or adapted in accordance with Spanish law, with the remainder of the Agreement remaining in full force.


19.1 Unless otherwise provided in this Agreement, all communication between the Parties concerning it shall be made via email. Communications shall be deemed received, unless otherwise proven in contract, on the date of confirmation of email delivery.

19.2 For the purposes of communications, the Parties designate the following addresses:

19.2.1 TP: b2bcontrataciones@thepowermba.com and legal@thepowermba.com.

19.2.2 The Company: as stated in the Order Form.

19.2.3 Additionally, the Company acknowledges and agrees that, for any communication that the Company's employees need to make to TP, the following address shall be used: hola@thepowermba.com.

19.3 Any communication sent to the addresses listed in the preceding section shall be deemed properly made, except if the recipient has previously notified the counterparty of a change of address.


20.1 All expenses, taxes, contributions, fees, charges, present or future, arising as a result of the formalization, performance, or termination of this Agreement and the obligations arising from it shall be borne by the Parties in accordance with the law.

  1. Legislation and jurisdiction

21.1 Any dispute related to the subject matter of this Agreement shall be subject to Spanish legislation.

21.2 The parties, expressly waiving any jurisdiction that may correspond to them, submit to the jurisdiction of the Courts and Tribunals of Madrid for any issues that may arise from the application or interpretation of this contract.