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Terms and Conditions of Contract of Zeeclip

These general terms and conditions (hereinafter, the “Terms” or the “contract”) govern the terms and conditions for subscribing to the ZeeClip SaaS platform, offered through the website owned by AXONOVO DIGITAL, S.L., available at the domain www.zeeclip.com.

Subscribing to ZeeClip through the aforementioned website implies full and unreserved acceptance of these Terms, which will be permanently accessible on the website. These Terms are aimed exclusively at businesses and professionals (hereinafter, the “CUSTOMER”), and consumers and private individual users are expressly excluded.

Use of the website and subscription to the services offered means that the CUSTOMER has read, understood and accepted all of the terms and conditions set out herein.

1.- COMPANY IDENTIFICATION DETAILS

In compliance with Article 10 of Ley 34/2002, de 11 de julio, de Servicios de la Sociedad de la Información y de Comercio Electrónico (Spanish Law 34/2002 of 11 July on Information Society Services and Electronic Commerce), it is hereby stated that the owner of the website is:

Website name:ZeeClip
Name of the party responsible for the website:AXONOVO DIGITAL, SOCIEDAD LIMITADA (hereinafter, THE PROVIDER)
Tax ID (CIF):B70944913
Registry details:Commercial Register of Cantabria Volume: 1315, Folio: 58, Section: 8, Registry sheet: 37669, Entry: 1
Registered address:C/ Honduras 6, bajo, 39005 Santander (Cantabria)
Contact email:info@axonovo.com
Telephone no.:684 73 22 18

2- PURPOSE

These General Terms and Conditions of Contract are intended to govern the conditions under which the Customer subscribes to access to the “ZeeClip” technology platform, owned by THE PROVIDER, as well as the services associated with that subscription.

Through the subscription, THE PROVIDER grants the Customer a non-exclusive, non-transferable and limited right of access to and use of the platform on a software-as-a-service (SaaS) basis, in accordance with the terms set out in this document.

Acceptance of these Terms implies the Customer's full agreement with them, and the Customer may not claim ignorance of their content.

3.- DESCRIPTION OF THE SERVICE

The service being contracted consists of making available to the Customer a technology platform on a software-as-a-service (SaaS) basis, aimed at the management of appointments, customers and operations in health and wellness centres and businesses and related sectors, without prejudice to THE PROVIDER's right to adapt, extend or offer the platform for other sectors of activity.

The subscription includes access to the ZeeClip platform, as well as to the functionalities available at any given time under the plan contracted, which may include tools for the management of schedules and resources, automation of bookings and reminders, customer management, invoicing and payments, communication with customers and report generation, among others.

The service may also incorporate artificial intelligence-based functionalities, third-party integrations and additional tools that THE PROVIDER makes available to the Customer as part of the evolution of the product.

The subscription may include, where applicable, complementary services such as data migration, technical assistance, training or support, in accordance with the specific conditions agreed or included in the plan contracted. Where these are not indicated in the plan contracted, such complementary services are understood not to be included.

Under no circumstances does the subscription imply the provision of professional advisory services, nor the assumption by THE PROVIDER of obligations inherent to the Customer's own activity, and its liability is limited to making the platform available on the terms contracted.

4.- APPLICABLE PRICES AND TAXES

The prices of the services offered through the ZeeClip platform are expressed in euros (€) and, unless expressly stated otherwise, do not include Value Added Tax (VAT) or other indirect taxes that may apply under the regulations in force.

The service is offered through different subscription plans, the features, functionalities and prices of which will be those published on the website at any given time or communicated to the Customer prior to subscription.

The applicable price will be the one in force at the time the corresponding plan is formalised, save for manifest typographical error or a modification duly communicated prior to subscription.

Additional services or functionalities not included in the plan contracted may also be available, such as specific integrations, bespoke developments, training or advanced support, which may be contracted separately on the financial terms agreed in each case.

The Customer will be informed, prior to subscription, of the total applicable price, including the corresponding taxes and, where applicable, any additional associated costs.

THE PROVIDER reserves the right to change prices at any time. Such changes will not affect subscriptions already formalised during the period contracted, without prejudice to their application to renewals or new subscriptions.

5.- METHOD OF CONTRACTING

The ZeeClip platform is not contracted automatically through the website. The contracting process begins when the interested party requests a demonstration of the platform, through the “Request DEMO” button provided on the website.

To that end, the applicant must provide the contact details and any other information that THE PROVIDER may require in each case in order to handle the request, assess the applicant's needs and, where applicable, process registration as a customer.

Once the request has been received, THE PROVIDER may contact the interested party to provide further information, present the demo, agree the most suitable plan or solution and collect the data necessary for the subscription and invoicing of the service.

Should both parties agree to the subscription, THE PROVIDER will register the customer company on the platform and, where applicable, create and configure the corresponding users, subsequently providing the necessary access.

For invoicing and administrative management purposes, THE PROVIDER may ask the CUSTOMER for the identification, tax, contact and payment details required in each case.

The subscription will be deemed formalised once THE PROVIDER has accepted the CUSTOMER's registration and sent the corresponding confirmation, without prejudice to the fact that effective access to the platform may be conditional on prior payment for the plan contracted where applicable.

6.- CORRECTION OF ERRORS IN THE CONTRACTING PROCESS

During the request and contracting process, the interested party may notify THE PROVIDER of any error detected in the data provided, so that it can be corrected before registration is formalised.

Likewise, once the DEMO request has been submitted or the information necessary for the subscription has been provided, the interested party may request rectification of the data sent through the contact channels provided by THE PROVIDER.

In any event, it is the CUSTOMER's responsibility to provide truthful, accurate and up-to-date data. THE PROVIDER will not be liable for any harm arising from errors in the information provided by the CUSTOMER where these have not been notified to it in good time for correction.

7.- LANGUAGE OF THE CONTRACT

Contracts entered into through THE PROVIDER's website will be formalised exclusively in Castilian (Spanish).

Should versions of the website in other languages be made available in the future, such versions will be for information purposes only. In the event of any discrepancy between the version in another language and the Spanish version, the latter will prevail for all legal purposes.

8.- ELECTRONIC RECORD OF CONTRACTS ENTERED INTO

The subscription will be deemed formalised at the moment THE PROVIDER confirms to the CUSTOMER, by electronic means, acceptance of the subscription and, where applicable, registration on the platform, which will imply express acceptance of these General Terms and Conditions of Contract, permanently accessible on the website.

Once the subscription has been formalised, THE PROVIDER may send the CUSTOMER, by email, a confirmation of the subscription made together with a copy of these General Terms and, where applicable, of the particular or specific conditions applicable to the service contracted.

Contracts entered into will be kept by THE PROVIDER in electronic form, in order to ensure their retention, traceability and availability in accordance with applicable legislation. The CUSTOMER may at any time request a copy of the contractual documentation by sending a request to the email address indicated in the identification section of this document.

9.- CONFIRMATION OF THE SUBSCRIPTION AND SUBSEQUENT INFORMATION

Once the subscription has been accepted by THE PROVIDER, it may send the CUSTOMER a confirmation message to the email address provided during the contracting process.

Such message may include, as appropriate, a summary of the plan contracted, the subscription billing frequency, the applicable price, the corresponding taxes, the registration date and any other information relevant to the activation and management of the service.

In any event, activation of the service and the sending of access details will be conditional on prior payment of the corresponding amount.

10. PAYMENT AND CANCELLATION TERMS

Payment for the service contracted may be made via Stripe or direct debit, according to the methods made available by THE PROVIDER at any given time and agreed with THE CUSTOMER. In any event, effective access to the platform will be conditional on prior payment of the amount corresponding to the plan contracted.

Invoicing will be carried out according to the billing frequency of the plan contracted. THE PROVIDER will issue the corresponding invoice and send it to the email address provided by the CUSTOMER once payment has been received. It is the CUSTOMER's responsibility to provide accurate, complete and up-to-date invoicing details. THE PROVIDER will not be liable for any harm arising from errors in the data provided by the CUSTOMER or from non-receipt of the invoice where this results from an incorrect or outdated email address. If the invoice is not received or any error is detected in it, the CUSTOMER must notify THE PROVIDER as soon as possible through the contact channels provided.

Where payment is made by direct debit, the CUSTOMER expressly authorises THE PROVIDER to make the corresponding periodic charges in accordance with the invoicing method contracted, whether monthly, annual or such other method as may apply.

The annual plan is contracted for complete annual periods and must be paid before access to the platform. The monthly plan, for its part, is not subject to a minimum commitment period. In both cases, THE CUSTOMER may request cancellation of the service by sending a message to the email address support@zeeclip.com at least ten (10) days before the start of the next billing period. Cancellation will take effect from the following period, and no refund will be due for amounts already paid in respect of periods already begun.

Following cancellation of the service, the information and documentation hosted on the platform may be retained for a maximum period of thirty (30) days, solely at the CUSTOMER's disposal for recovery, after which it will be permanently deleted, unless it must be retained due to a legal obligation or for reasons of security, traceability or regulatory compliance.

In the case of customised plans or non-standard services, the subscription will be subject to prior acceptance of a specific quotation, and the corresponding invoice will be issued in accordance with the financial terms agreed in each case.

Should the corresponding charge be impossible to make due to insufficient funds, return of the direct debit, rejection of the transaction or any other cause attributable to THE CUSTOMER, THE PROVIDER may immediately suspend access to the platform and associated services until the payment situation has been fully regularised. Suspension of access will not release THE CUSTOMER from payment of the amounts due, nor of any bank or administrative charges that may have been incurred.

11.- DURATION OF THE CONTRACT

The duration of the contract will depend on the plan contracted by THE CUSTOMER.

In the case of monthly plans, the duration of the contract will be monthly. In the case of annual plans, the duration will be annual. In both cases, the contract will enter into force upon its formalisation and will remain in force for the period contracted.

Unless THE CUSTOMER gives notice of its intention not to renew on the terms provided for in this contract, the contract will be renewed automatically for successive periods of the same duration as the plan contracted.

Where a customised subscription is formalised that includes a minimum term or a specific commitment period, this must be expressly stated in the applicable particular conditions.

12.- REGISTRATION AND ACCESS TO THE PLATFORM

THE CUSTOMER's access to the platform will be conditional on prior formalisation of the subscription and payment of the amount corresponding to the plan contracted, whether monthly or annual.

Once these requirements have been met, THE PROVIDER will register THE CUSTOMER on the platform and provide, where applicable, the corresponding access within a reasonable period, taking into account the needs of initial configuration, number of users, data migration or other preliminary actions that may be necessary.

Where the service requires specific configurations, parameter settings, migration of information or any additional technical action, activation periods may be determined individually according to the scope and complexity of the service contracted.

Should it not be possible to enable access immediately for technical or operational reasons or due to force majeure, THE PROVIDER will inform THE CUSTOMER and will proceed to activate access within the shortest reasonable period, without this giving rise to any right to compensation, unless expressly agreed otherwise.

Registration and activation periods are estimates, and THE PROVIDER will therefore accept no liability for delays arising from causes beyond its reasonable control, including, among others, technical incidents, third-party failures, connectivity interruptions, the need for additional configurations, lack of cooperation by THE CUSTOMER or cases of force majeure.

13.- USER ACCOUNT

Access to the platform by THE CUSTOMER and, where applicable, by the users authorised by it will require the creation of the corresponding access credentials, the use of which will be governed by the provisions of the platform's Terms of Use, as well as by any instructions and guidelines that THE PROVIDER may provide.

14.- RIGHT OF WITHDRAWAL

In accordance with the regulations in force on consumer and user protection, the right of withdrawal does not apply to subscriptions made through this website, since the service is aimed exclusively at businesses, entrepreneurs, self-employed persons and professionals, who do not hold the legal status of consumers under Real Decreto Legislativo 1/2007, de 16 de noviembre (Spanish Royal Legislative Decree 1/2007 of 16 November, approving the revised text of the General Law for the Protection of Consumers and Users).

Nevertheless, in the exceptional event that the CUSTOMER were a consumer and not a business, professional or self-employed person, and provided that the PROVIDER has expressly accepted this, you are informed that the right of withdrawal will likewise not apply where the exception provided for in Article 103(m) of the aforementioned Royal Legislative Decree 1/2007 applies, namely:

  • Where performance of the service has begun, with the consumer and user's prior express consent and with their acknowledgement that, once the contract has begun to be performed, they will have lost their right of withdrawal.
  • Where the contract relates to the supply of digital content not provided on a tangible medium, where performance has begun with the consumer and user's prior express consent and with their awareness that they consequently lose their right of withdrawal.

In such cases, the consumer must expressly accept the loss of the right of withdrawal before the provision of the service begins or before access to the digital content, on the terms required by applicable legislation.

15.- RESPONSIBILITY OF THE CUSTOMER

THE CUSTOMER will be responsible for its use of the platform and of the services contracted, and undertakes to use them lawfully, diligently, in accordance with the agreed conditions and in good faith.

In particular, the CUSTOMER undertakes to:

  • Use the platform and the services exclusively for the intended professional or business purposes and not assign, sublicense or resell them, nor allow third parties to use them, without the prior express written authorisation of the PROVIDER.
  • Not use the platform or the services for purposes contrary to applicable legislation, public order, morality or the rights of third parties.
  • Use the artificial intelligence-based functionalities, where applicable, in accordance with the platform's Terms of Use, reviewing, validating and supervising any result, communication, document, report, response, call or content generated or assisted by AI before using it, sending it to third parties or basing decisions on it.
  • Safeguard with due diligence the access details, passwords and credentials provided by the PROVIDER, being solely responsible for their use, even if this is by unauthorised third parties.
  • Keep its identification, contact and invoicing details up to date, accurate and truthful, and notify any change to them without undue delay.
  • Refrain from any action that interferes with the technical operation of the services, causes damage to the software, or places a disproportionate load on the provider's infrastructure.
  • Adopt all security measures necessary to protect its IT environment and prevent use of the service from giving rise to vulnerabilities, malware infections or other technological risks.
  • Actively cooperate with the PROVIDER in resolving incidents, including providing technical information, remote access or relevant documentation if so required.
  • Notify the PROVIDER, as soon as possible, of any significant incident relating to artificial intelligence functionalities that may be contrary to applicable regulations, ethics or good faith or that may give rise to risks for third parties, on the terms provided for in the Terms of Use.
  • Not default on any payment obligation or delay the agreed payment deadlines.

Breach by THE CUSTOMER of any of the above obligations will entitle THE PROVIDER to adopt the measures that are appropriate under this contract, including, where applicable, suspension of the service or early termination of the contractual relationship, without prejudice to its right to claim damages actually caused, including costs arising from technical incidents, additional assistance or reputational harm.

In particular, THE CUSTOMER acknowledges that the artificial intelligence-based functionalities are merely assistive or instrumental in nature and do not replace its professional, health-related, business, legal or technical judgement. Consequently, THE CUSTOMER will be responsible for its use of those functionalities, for the information and data it enters into the platform, for reviewing and validating the results generated and for the decisions it takes on the basis of them, all in accordance with the provisions of the platform's Terms of Use.

Likewise, the CUSTOMER will be liable to THE PROVIDER and to third parties for any damage, loss, liability, penalty or cost arising directly or indirectly from its acts or omissions, and will hold the PROVIDER harmless against any third-party claim.

16.- MINIMUM TECHNICAL REQUIREMENTS OF THE CUSTOMER AND THE SYSTEM

THE PROVIDER will provide the service in accordance with the characteristics of the ZeeClip platform and the functionalities included in the plan contracted. However, certain functionalities, integrations, configurations, migrations or complementary services may require THE CUSTOMER to have a compatible technical environment, as well as certain resources, access or prior elements necessary for their proper implementation, activation or operation.

In this regard, THE CUSTOMER undertakes to:

  • Provide, in due time and form, all the information, documentation, technical access or credentials necessary for the proper activation, configuration, integration or provision of the service contracted.
  • Have, where applicable, a technical environment, equipment, connectivity, systems or resources compatible with the requirements reasonably necessary for use of the platform and the functionalities contracted.
  • Not request functionalities, integrations or developments whose feasibility depends on environments, technologies, services or resources outside THE PROVIDER's control unless these have been previously communicated to and accepted by it.
  • Refrain from preventing, hindering or delaying, by act or omission, the proper activation, configuration, integration or provision of the service.

THE PROVIDER will not be liable for failures, errors, delays or impossibility of activation, configuration or provision of the service arising directly or indirectly from THE CUSTOMER's lack of cooperation, from deficiencies in its infrastructure or technical environment, or from its refusal or delay in providing the necessary access, data or elements.

17.- SECURITY MEASURES AND LIMITATION OF LIABILITY

THE PROVIDER states that it has adopted reasonable and appropriate technical and organisational measures to protect the security, integrity, availability and confidentiality of the data processed through the platform, in accordance with applicable regulations and the state of the art at any given time.

Nevertheless, THE CUSTOMER acknowledges and accepts that no computer system, network or technology service can be guaranteed to be absolutely invulnerable, uninterrupted or free of incidents. Consequently, THE PROVIDER will not be liable for technical failures, service interruptions, data loss or unauthorised access where these are caused by circumstances beyond its reasonable control, such as failures in THE CUSTOMER's systems or servers, incidents in third-party services, cyberattacks, malware, external intrusions or inadequate management of credentials and access by THE CUSTOMER.

THE PROVIDER's liability in relation to the security of the platform will, in any event, be subject to the limits and exclusions of liability set out in the following clause of these terms.

18.- SCOPE AND LIMITATION OF THE PROVIDER'S LIABILITY

THE PROVIDER undertakes to provide the service contracted with the technical diligence reasonably required, adopting the measures necessary to seek to ensure the proper operation, availability and security of the platform in accordance with the state of the art and the nature of the service contracted.

Nevertheless, THE CUSTOMER acknowledges and accepts that, since this is a technology service provided in a digital environment and, in certain cases, dependent on third-party infrastructure, networks, integrations and services, THE PROVIDER cannot guarantee the absolute absence of errors, interruptions, technical incidents, vulnerabilities or incompatibilities.

Consequently, THE PROVIDER will not be liable for damages, harm, losses, business interruption, loss of profit, loss of information or any other adverse effects arising from causes beyond its reasonable control, including, among others, the following:

  • Errors or instability in the systems, equipment, networks or servers of the CUSTOMER or of third parties;
  • Failures, outages or incidents of third-party service providers, such as hosting, email, API, connectivity, messaging, payment gateway or other integrated services;
  • Improper, incorrect, negligent or unauthorised use of the platform by THE CUSTOMER or by third parties;
  • Failure by THE CUSTOMER to comply with the technical, operational or configuration requirements necessary for the proper operation of the service;
  • Modifications, interventions, tampering or integrations made to the platform by THE CUSTOMER or by third parties without THE PROVIDER's express authorisation;
  • Cyberattacks, malware, unauthorised access or other security incidents not directly attributable to wilful misconduct or gross negligence on the part of THE PROVIDER.

In no event may THE PROVIDER's total liability to THE CUSTOMER for damages arising from the service contracted exceed the amount actually paid by THE CUSTOMER to THE PROVIDER during the twelve (12) months preceding the event giving rise to the claim or, if that period is shorter, the amount actually paid during that period.

Provision of the service does not under any circumstances imply a guarantee of specific results, increased revenue, improved profitability, customer acquisition or achievement of specific business objectives, as such results depend on multiple factors beyond THE PROVIDER's control.

Any claim must be notified in writing to THE PROVIDER, with reasons and in sufficient detail, as soon as possible and, in any event, within a maximum period of seven (7) working days from the date on which THE CUSTOMER becomes aware of the event giving rise to it.

19.- CODES OF CONDUCT

THE PROVIDER is not currently adhered to any specific code of conduct on e-commerce, digital services or professional conduct. Nevertheless, the company undertakes to act with honesty, transparency and professionalism in all its dealings with customers and to comply at all times with the regulations in force applicable to its services.

Should THE PROVIDER voluntarily adhere to any sectoral code of conduct in the future, this information will be duly published on the website for the knowledge of users.

20.- COMPLAINTS AND SUGGESTIONS

THE PROVIDER makes available to the CUSTOMER a specific channel for handling incidents, support requests, complaints or suggestions arising from the subscription to the platform and the associated services.

Any matter relating to performance of the contract, operation of the service or technical support must be submitted to the following address: support@zeeclip.com

This channel is provided to ensure orderly, efficient and traceable follow-up of all after-sales communications. The CUSTOMER undertakes to use this system as its main means of contact for any matter relating to the provision of the service contracted.

21.- INTELLECTUAL AND INDUSTRIAL PROPERTY

All intellectual and industrial property rights in the website, the ZeeClip platform, its source and object code, design, structure, databases, interfaces, functionalities, documentation, developments, distinctive signs, trademarks, trade names, logos, texts, images and any other elements or content associated with it are the exclusive property of THE PROVIDER or, where applicable, of third parties who have authorised their use.

Subscription to the ZeeClip platform does not under any circumstances imply the assignment, transfer, waiver or full exploitation licence of any intellectual or industrial property right in favour of THE CUSTOMER, save for the limited right to access and use the platform on the terms provided for in these Terms and, where applicable, in the applicable Terms of Use.

THE CUSTOMER also acknowledges that the know-how, methodologies, processes, structures, architectures, technical solutions, internal tools, prior developments and any elements used or incorporated by THE PROVIDER in providing the service form part of its intangible assets and remain under its exclusive ownership, and the subscription grants the CUSTOMER no right over them beyond what is strictly necessary to access the service contracted.

THE CUSTOMER is expressly prohibited, except with the prior written authorisation of THE PROVIDER, from:

  • Copying, reproducing, transforming, distributing, publicly communicating, sublicensing, assigning or making available to third parties the platform or any of its elements;
  • Carrying out acts of reverse engineering, decompilation, code extraction, structural analysis or any other action aimed at discovering the internal operation, logic, structure or technical composition of the platform, except in cases mandatorily permitted by law;
  • Removing, concealing or altering intellectual or industrial property notices, trademarks, trade names or any distinctive signs of THE PROVIDER or of third parties;
  • Using the platform or its elements for a purpose other than the one expressly contracted or under unauthorised conditions.

Should functionalities, integrations or specific developments other than the standard platform exceptionally be developed for THE CUSTOMER, the regime governing their ownership and use will be as expressly agreed in the corresponding particular conditions or accepted quotation. Absent express agreement, such developments, as well as the intellectual property rights associated with them, will be understood to belong to THE PROVIDER.

THE PROVIDER reserves the right to bring whatever legal, civil, commercial, criminal or administrative actions may be appropriate to defend its intellectual and industrial property rights.

22.- PERSONAL DATA PROTECTION

Both parties undertake to comply at all times with the regulations in force on personal data protection, in particular with the provisions of Regulation (EU) 2016/679 (GDPR), Ley Orgánica 3/2018, de 5 de diciembre, de Protección de Datos Personales y garantía de los derechos digitales (Spanish Organic Law 3/2018 of 5 December on Personal Data Protection and the guarantee of digital rights), and other applicable regulations. Both parties also undertake to adopt appropriate technical and organisational measures to ensure a level of security appropriate to the risk, which prevent the loss, alteration, processing or unauthorised access to personal data. They undertake to use the data only for the legitimate and specified purposes for which it was collected, not to disclose it to third parties without a legal basis or express consent, and to keep it up to date and accurate. Where THE PROVIDER must process personal data on behalf of the CUSTOMER, acting as data processor, the corresponding data processing agreement will be signed in accordance with Article 28 of the GDPR. Both parties will cooperate in responding to data subjects' rights and in meeting any legal obligations arising from security incidents, providing the necessary information to the other party.

THE PROVIDER, as data controller, informs the CUSTOMER that the personal data collected during the contracting process will be processed for the purpose of managing the contractual and commercial relationship, processing the subscription, providing the services contracted, managing invoicing and complying with the legal obligations arising from the contract.

The data will be processed lawfully, fairly and transparently, and will be adequate, relevant and limited to what is necessary in relation to the purposes described, and will be retained for the time necessary to fulfil those purposes or for as long as there is a legal obligation to retain it.

THE CUSTOMER warrants that the personal data provided to THE PROVIDER is truthful, accurate and up to date, that it is entitled to disclose it, and that it will notify without delay any change to it.

To the extent that, in order to provide the service contracted, THE PROVIDER must access or process personal data for which THE CUSTOMER is the controller, THE PROVIDER will act as data processor, in accordance with Article 28 of the GDPR. In such cases, the parties will enter into the corresponding data processing agreement, which will govern the conditions of that access or processing, the CUSTOMER's instructions, the applicable security measures and the other legally required obligations.

For further information on the processing of personal data carried out by THE PROVIDER as data controller, please see the Privacy Policy, permanently available on the website.

23.- CONFIDENTIALITY

Both parties undertake to keep strictly confidential all information, documentation, and technical, economic, commercial, strategic or other data to which they have access in connection with the subscription and performance of the service, whether in written, oral or digital form, and regardless of whether it has been expressly identified as confidential.

The CUSTOMER specifically undertakes not to disclose, or allow third-party access to, any information relating to the know-how, methodologies, developments, technical configurations, internal processes, software, technical documentation or any other protected content of THE PROVIDER to which it has had access by virtue of the contractual relationship.

This confidentiality obligation will remain in force throughout the term of the contract and will survive for a period of five (5) years from its termination, whatever the cause.

The reproduction, assignment, communication, disclosure or use of such information for purposes other than those arising from this contract is prohibited, except with the express written authorisation of the party owning the information.

Breach of this clause will entitle the injured party to demand immediate compensation for the damages caused, without prejudice to any legal actions that may apply.

24.- TERMINATION OF THE CONTRACT

THE PROVIDER may terminate the contract early, with immediate effect or, where applicable, after notifying the CUSTOMER, in the following cases:

  • Total or partial non-payment of any amount due, provided that, THE CUSTOMER having previously been required to regularise it, it has not remedied the breach within seven (7) calendar days of notification.
  • Lack of cooperation, breach of the applicable technical conditions or serious breach of the obligations assumed by THE CUSTOMER. In these cases, THE PROVIDER will first notify the breach and allow a period of fifteen (15) calendar days to remedy it, unless the breach is serious, wilful, irreversible or makes continuation of the service unviable, in which case termination may take place immediately.
  • Infringement of the intellectual or industrial property rights of THE PROVIDER or of third parties, as well as use of the platform or the services for unlawful purposes, contrary to good faith or other than those expressly authorised.
  • Supervening impossibility of continuing to provide the service for reasons beyond THE PROVIDER's reasonable control.
  • Death or incapacity of the CUSTOMER, where it is a natural person.
  • Extinction of the legal personality of the CUSTOMER, where it is a legal entity.
  • Declaration of insolvency proceedings, insolvency or an equivalent situation of the CUSTOMER that compromises compliance with its contractual obligations.
  • Mutual agreement between the parties, formalised in writing.

In the event of early termination attributable to the CUSTOMER, THE PROVIDER may retain the amounts already paid in respect of periods already begun, and claim the amounts due and unpaid, any bank or administrative charges incurred and the damages actually caused.

Once the contract has been terminated, THE CUSTOMER will lose the right of access to the platform and the associated services. Notwithstanding the foregoing, the data and information hosted on the platform may be retained for a maximum period of thirty (30) days from the date on which termination takes effect, solely to allow, where applicable, its recovery by THE CUSTOMER, upon express request and provided that this is technically possible, does not compromise the security of the system and complies with applicable regulations. After that period, THE PROVIDER may proceed to delete or return it on the terms applicable according to the nature of the data processed, the data processing agreement that may apply and the data protection regulations in force.

THE CUSTOMER may request termination of the contract in the event of serious breach by THE PROVIDER, after formal complaint and the granting of a period of fifteen (15) calendar days to remedy it, unless remedy is not possible or has lost its purpose.

25.- INVALIDITY OF CLAUSES

Should any of the clauses included in these General Terms and Conditions be declared wholly or partially void, invalid or unenforceable by a final court decision or by operation of law, such invalidity will not affect the validity of the rest of the contract, which will retain its full effect and validity.

In such a case, the parties undertake to negotiate in good faith the replacement of the affected clause with another which, respecting as far as possible the purpose and spirit of the former, allows the contractual balance and the parties' original intention to be maintained.

26.- GOVERNING LAW AND COMPETENT JURISDICTION

These Terms will be governed by the Spanish law applicable. For the resolution of any dispute arising from their interpretation or performance.

Both parties agree to submit any dispute, conflict or claim arising from the interpretation, performance or fulfilment of this contract to the Courts of the city of Santander (Cantabria), expressly waiving any other jurisdiction that might correspond to them, unless another jurisdiction must apply by mandatory law.

27.- AMENDMENT OF THE TERMS

THE PROVIDER reserves the right to amend these General Terms and Conditions of Contract at any time for legal, technical, operational or commercial reasons. Amendments will not affect subscriptions already formalised during the current period, without prejudice to their application to subsequent renewals or new subscriptions. In the event of a substantial amendment, THE PROVIDER may notify the CUSTOMER by electronic means or by a notice on the website.