GENERAL TERMS AND CONDITIONS
Mr. Christoph Sauerwein, with ID Y6985601-D, Representative under Power of Attorney granted before the Notary of Madrid, Mr. Jaime Recarte Casanova, on March 12, 2019, as deed number 1.391 of his records, registered in the Mercantile Registry of Madrid Volume 32.794, Folio 72, Section 8, Sheet M590278, on behalf of BRANDDOCS SL, with CIF B87142618 and registered office at Paseo Club Deportivo 1, Building 15A, Floor 1, 28223 Pozuelo de Alarcón, Madrid, dedicated to the provision of trust services.
Mr./Ms., XXXXXXX XXXXXX XXXXXXXX XXXXXXXXXXX with ID XXXXXXXXXXXX, by virtue of XXXXXXXXXXXXXXX being granted before the Notary of XXXXXXXXXXXXXXXXXXX, on XXXXXX , XX ,2020 as deed number XXXX of his records, registered in the Commercial Registry of XXXXXXXX to Volume XXXXX FolioXX , Section X , Sheet XXXXXX , representing XXXXXXXXXXXXX, with C.I.F. XXXXXXXXXXXXX and registered office at XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXX , dedicated to the provision of services XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
I-. CONTRACT SUBJECT
The provision of services of BRANDDOCS can be consulted on the website www.branddocs.com, as well as in the policies that are applicable in attention to the services provided by it in accordance with these General Terms and Conditions (GTC) and the accompanying Annexes, with the latter prevailing over the GTCs in the case of discrepancies between them. They will be interpreted and executed on their own terms and, in unforeseen circumstances, the parties will be governed by Spanish legislation in the matter, and subsidiary by the Spanish Civil and Mercantile legislation, the Courts and Tribunals of Madrid being competent in the case of conflict.
For the provision of this service, the Provider will make available to the Customer certain Technology that will be integrated into a technological platform (called “TrustCloud”) owned by BRANDDOCS, which in turn will be integrated with the Customer’s information systems in order to provide contracted services and offer the Customer a technological solution.
BRANDDOCS has prepared a service proposal that accompanies these GTCs and as a whole guarantees the correct functioning of the solution offered. Therefore, in the event that the Client is interested in the additions, elimination or replacement of any of the contracted services, the Parties must sign a new GTC that guarantees the quality of the service and the correct functioning of the new Solution in the suited economic conditions.
II-. BRANDDOCS OBLIGATIONS
- The Supplier undertakes to provide the Services in the manner described in these GTCs and in the corresponding Annexes, in accordance with the scope, procedures, criteria, technical characteristics and deadlines set forth in them.
- Provide the Services object of the present GTC in accordance with due diligence and the principles of good faith and in strict compliance with the applicable legislation (by way of example, but is not exhaustive of Law 34/2002, of July 11, of services of the information society and electronic commerce, and EU Regulation No 910/2014 of the European Parliament and of the Council, of 07/23/14). In the case of discrepancies or contradictions between the applicable legislation and the content of these GTCs and / or their Annexes, the provisions of the applicable legislation will prevail in any case.
- Inform the Client of any anomaly or incident that may arise in the provision of the Services.
- Have the relevant technical and organizational means, and must have the necessary equipment and as many professionals as is necessary to fulfill the purposes of these GTCs.
- Make their best effort to collaborate and cooperate with any action or requirement of a regulatory or supervisory body, in relation to the Services object of these GTCs.
- Make available to the Client, and keep it in correct and permanent operation, the Technology, as well as the forms and functionalities necessary for the correct provision and / or execution of the Services.
- Guarantee the Client that he has the appropriate licenses and / or authorizations to distribute the Technology in Spain, and in particular to assign the use to the Client, both of said Technology and of any other platform, application or functionality, property of the Supplier or of third parties, whose use is necessary for the correct provision and / or execution of the services.
- The Supplier guarantees the Customer the peaceful use of the aforementioned applications, platforms, or functionalities.
- Provide the necessary support to, and appear together with the Client, in jurisdictional or administrative headquarters, as a Third Party of Trust and / or within the framework of the services object of the present GTC. The obligation to appear shall not cover the preparations by the Supplier of an expert report or similar document on the contracted services, nor the obligation of having to bear the cost derived from the performance thereof. However, the Supplier must provide the expert or professional who, where appropriate, designates the Client that information that he needs for the preparation of the report or similar document.
III-. CUSTOMER OBLIGATIONS
Without prejudice to any other obligation contained in, or derived from, these GTCs or their Annexes, the Client assumes the following commitments:
- Carry out their best efforts to provide BRANDDOCS with all the documentation and information necessary for the proper provision of the Services agreed upon in these GTCs, both parties must be governed by good faith and the efforts and collaboration deemed reasonable for this are required. Prosecution.
- Pay the agreed price in relation to the Services contracted in the manner and time agreed in these GTCs and in the accompanying economic offer.
- Use the services offered to cover the exposed needs and the purpose for which they were developed. Consequently, it undertakes not to use these services for any other purpose, with special emphasis on those cases in which it could be unlawful or detrimental to the reputation and image of BRANDDOCS.
- Ensure the secrecy of the passwords or passwords that allow access to any of the contracted services. If you suspect your knowledge by unauthorized persons or detect unauthorized access, you must proceed to its immediate modification. If the measure is not sufficient and / or the situation persists, you must inform BRANDDOCS immediately.
- Not to disclose the confidential information exchanged with BRANDDOCS, especially the prices and conditions of sale of the products and services marketed by BRANDDOCS, as well as not to contract said products and services directly with the manufacturer during the term of this agreement and until after three months of completion.
IV-. LIABILITY INSURANCE
BRANDDOCS has contracted with the Insurance Company AXA Seguros Generales, Sociedad Anónima de Seguros y Reaseguros a civil liability insurance, which covers damages up to the amount of € 3,000,000 covering the risks arising from its activity and exploitation.
BRANDDOCS may be required at any time to justify with documentation to the Client the contracting and validity of the insurance in the terms reflected above and, in any case, at the end of each one of the periods of coverage of the same, by delivery of certificate issued by the insurance company.
V-. USE OF SERVICE AND ASSIGNMENT
BRANDDOCS services will be provided on a non-exclusive basis and for the time established in these GTCs and in the accompanying Offer. In case of assignment of the contract, it will take effect once expressly authorized by the supplier, to which the name of the company that assumes the rights and obligations of the contract must be notified. In any case, the Client must pay all expenses incurred for the transfer of rights and, if any, the amount corresponding to the new implementation of the service and for the additional developments that were necessary for the correct provision of the service in the company’s assignee.
VI-. INTELLECTUAL PROPERTY
The Parties declare that all intellectual and industrial property rights and other property rights of each of the Parties will remain and continue to be the property of each Party, without the object of these GTCs assuming any variation with respect to the ownership of them.
The elements from which the offered Services are provided, these being understood in a broad sense and covering both the software itself, its internal structure, programming and operation as well as the external design of its composite navigation interface, by way of example, by the texts, logos, images or other similar elements. They are the sole property of the Supplier or belong to third parties that access their inclusion in the service platform and / or use by the Supplier. The Supplier will assign to the Client for a period identical to the duration of the present GTC, a non-exclusive right of use on the platforms, applications and functionalities necessary for the correct provision and / or execution of the Services (by way of example and not exhaustive of the Technology).
The Parties may not use, in any way, registered trademarks, logos, trade names, and any other distinctive sign of the other Party without the prior express written consent of the same. As the only exception to the above, the mention of the Client’s corporate name and / or the inclusion of its logo, brand or commercial name as a mere reference and with the sole purpose of being able to identify you as a BRANDDOCS customer in individualized presentations, will be allowed if it cannot be deduced in any case to have any links with specific services.
BRANDDOCS will not be liable to the Client for any claim of intellectual property based on: (a) the use by the Client of a version of the Technology, or of the platform / application / functionality, other than that provided at any time by the Provider; (b) the modification of the Technology by the Client; or (c) use the Technology differently from that contained in these GTCs and / or Annexes.
BRANDDOCS will be the exclusive owner of all intellectual and industrial property rights that is generated as a result of the elaboration or design of materials, works or deliverables developed within the framework of the object of these GTCs, especially those related to rights of exploitation, use, distribution, reproduction, public communication, provision, transformation, as well as any other property rights that may correspond to BRANDDOCS for the development of said material, work or deliverable.
VII-. ECONOMIC CONDITIONS
For the provision of the Services that the Client wishes to contract, the Client will pay BRANDDOCS the amount that is included in the Economic Offer that is attached as per Annex I. This amount constitutes the only form of remuneration of the Supplier. All expenses of any kind incurred by BRANDDOS for the provision of the Services object of these GTCs will be the exclusive responsibility of the latter, without the right to claim or pass on to the Client any other amount.
The payment of the price established in the previous paragraph will be carried out in accordance with the provisions of the Economic Offer and in the amount resulting from applying said prices to the services that the Client requests from BRANDDOCS. The request for additional services must be formalized through the offer and acceptance by both parties of the corresponding order. In case of discrepancies between the conditions established in an Offer and any other subsequent Offer expressly accepted by the Client, the latter will be followed.
In general, payment for the contracted services will be made annually, and will be paid in full at the beginning of each annuity. In particular, licenses and “Digital Transactions” will in any case be paid in a single payment and the units acquired from the latter may be consumed only during the 12 months following their activation, the amounts corresponding to the transactions and / or shipments (envelopes) and / or SMS not consumed, as well as those corresponding to the acquired licenses. Transactions and SMS contained in the corresponding order expressly accepted by both parties will be considered activated.
The Client acknowledges that payment is an essential condition for the maintenance of the Contract. The amount not paid will accrue, from the same day of expiration and without the need for a prior claim, with the legal interest rate of delay that is applicable at any time. If the legal interest rate of default is not published, it will be triple the legal interest of the money.
Without prejudice to the foregoing and the anticipated termination of the Contract for breach of the Client, after ninety (90) days from the agreed expiration (s) without payment, the Supplier may terminate the service of the services offered. Any expenses or taxes accruing from the negotiation, formalization and signing of these GTCs will be paid by the Parties in the manner indicated below:
(i) Each Party shall bear its own costs and expenses incurred or incurred in the future as a result of the negotiation and signing of these GTCs.
(ii) Any taxes levied on the granting of this Contract shall be paid by the Parties in accordance with the law.
(iii) Any of the Parties may present these GTCs to the public, and all expenses arising therefrom will be charged to them.
The terms of these GTCs are strictly confidential. Both parties agree not to disclose or transmit to third parties (except for employees, collaborators or advisors of the Parties that may need such information only in the context of the GTC), without the prior written consent of the other Party, the existence, terms and content of this Contract, the information contained therein, or what has been supplied by the Party pursuant to this Contract or in relation to it from the date of formalization of this Contract or prior to it , either by word, in writing or by any other means or through any support, currently known or that is invented in the future, whether prior, simultaneous or subsequent to its signature (hereinafter referred to as “Confidential Information”).
By way of example and not limitation, they will be considered confidential information, discoveries, concepts, ideas, knowledge, techniques, designs, drawings, drafts, diagrams, models, samples, graphics, know-how, source codes, as well as any information technical, financial or commercial or organizational structure of any of the parties that has been disclosed by one of the parties to the other or in any other way obtained by one of the parties during the term of the Contract and / or as a consequence, direct or indirect, of its execution and / or of the existing contractual relationship between the parties.
The confidentiality obligations established in this clause will be valid during the term of this Contract and during the ten years following its termination for any reason, in which case, each party undertakes to deliver all the confidential information to the other that it is in its possession or in the possession of its employees or collaborators, or to destroy it at the express request of the other party and in the manner in which it establishes, whatever the means in which this information is registered. Likewise, the appearing parties are obliged to certify to the other party that all material items in their possession has been returned, deleted or destroyed in accordance with the preceding paragraphs of this stipulation and, therefore, that they do not have any copy of all or part of the documentation associated with it.
BRANDDOCS will not be liable, in any case, for the damages derived from the breach or defective fulfillment of its obligations that originated from the incorrect use of the Technology by the Client, and in general, for a breach or defective fulfillment of the obligations of the Client, especially for the breach of any norm that results from application to the operations carried out with its final clients. Likewise, the Supplier will not be responsible for the processing of personal data that could be carried out by the Client using the application, except in regard to his or her actions as the person in charge of the processing.
X-. DURATION AND CAUSES OF RESOLUTION
These GTCs will enter into force on XXXX, XX, XXXX y and will have a duration of ONE year. However, the Contract shall be deemed tacitly extended, for successive periods of one year, as long as one of the parties does not notify another, with a minimum advance of 90 days to the expiration date of the period then in force, their desire to give it for finalized.
Likewise, the following shall be grounds for early termination of the Contract: i) The termination, for any reason, of one of the Parties in the continuity of their business or main line of activity, the substantial alteration of the nature of their company, its dissolution, liquidation, or orderly closing, as well as the global transfer of its assets: ii) The cessation of BRANDDOCS as a company authorized to distribute the Technology in Spain; iii) The termination of the Contract by any of the Parties as a result of the breach by the other party, provided that the breach is not remedied within a maximum period of 30 days from the requirement written by the other Party requesting the remedy. Upon expiration of this period, without rectifying the notified breach, the complying Party shall have the right to resolve the present GCC by means of written notification to the defaulting Party, In any case, and regardless of the provisions of the preceding paragraph, the complying Party may require compliance with the Contract or opt for the resolution under the terms provided in this clause. The Parties shall have the right to claim additional damages from the other Party as a result of a breach of the obligations arising from these GTCs.
At the time of resolution or termination of these GTCs for any reason, (i) all rights and obligations contained herein will cease and be resolved; (ii) BRANDDOCS will cease to provide the services and (iii) the Client must immediately cease using the Technology.
However, the resolution or termination of these GTCs: i) Will not release the Parties from any of their obligations already arising under these GTCs, in particular, the immediate payment of any amount accrued until the effective resolution date of the contract. In case of early termination, the Client must pay BRANDDOCS all the amounts due until the end of the current period of the Contract, including those disbursements that the Supplier had paid in anticipation of the continuity of the contracted service, and all in accordance with the provisions of the seventh clause of these GTCs; ii) shall not affect the obligations imposed on the Parties that, in accordance with their nature or the terms of these GTCs, must survive their termination (merely by way of example and not exhaustive, intellectual and industrial property, confidentiality, data protection of a personal nature, responsibility, or applicable law and jurisdiction).
Without prejudice to the modifications that have arrived at the moment and in accordance with the volume and characteristics of the managed documentation, it is necessary to subscribe, the Parties agree to carry out a transfer plan that will be developed in accordance with the following standards: i) Within a maximum period of one month from the effective termination of the Contract, the Supplier will make available to the Client or the third party that he expressly designates the said documentation in a format that is legible through a general-purpose computer program; ii) the Client will have a maximum period of fifteen days from the availability of the documentation to proceed with its withdrawal and / or download. If the documentation has been made available to the Client through a remote access system, the Supplier must guarantee the Client’s ability to access and that the download is carried out under technical conditions that ensure its confidentiality and speed of transfer; iii) after fifteen days have elapsed from the date of availability, the Supplier will proceed to destroy the documentation that has not been withdrawn and / or copies that have been created during the transfer process, without prejudice to the provisions of the present GTC relative to the generated metadata.
The Parties may keep the documentation during the limitation period of all those actions that could derive directly or indirectly from these GTCs, and must keep said documentation duly blocked and in strict secrecy and confidentiality, and complying, in relation thereto, and in any case, the obligations established in the eighth and ninth clauses of these GTCs.
BRANDDOCS may not assign these GTCs to third parties, although it may sub-contract the provision of part of the services, for which it must previously obtain the express written agreement of the Client. The performance by third parties other than the Supplier of activities aimed at allowing the technical execution of the contracted service or guaranteeing its proper maintenance, or the intervention of the Manufacturers shall not be considered subcontracting. In any case, despite not considering subcontracting the above, it must be informed in writing of the Client. The list of companies authorized by the Client for the purpose of subcontracting the service in Annex II is attached.
XII-. SUPPORT AND MAINTENANCE. STANDARD PLAN
Helpdesk Support Services, are those provided by the BRANDDOCS business unit at the Customer’s request in order to solve an error or combination of errors that prevent software operation. This service is available for software that has been properly activated, installed or integrated -provided that it has been used following the specifications of BRANDDOCS and other respective manufacturers. The diagnosis and rectification of any error resulting from a direct or indirect error or omission of the Client, or the use of the software in an environment for which it was not designed or was not authorized, is excluded from this service.
This support modality is available during the subscription period that has been contracted, on business days from Monday to Friday, in the region of Spain (Peninsula), and during business hours published at www.branddocs.com/compania/soporte The support service will be provided through a Support Call Center that handles requests that have been registered by BRANDDOCS via email and video conference as indicated on the abovementioned website.
The diagnosis and rectification of any error resulting from a direct or indirect error or omission of the Client, or the use of the software in an environment for which it was not designed or was not authorized, is excluded from this service.
The efforts of BRANDDOCS to respond to an incident depend on the Level of Severity of each Defect identified, and its resolution will be subject to the Service Level Agreement of the standard support service that the client can consult on our website.
BRANDDOCS provides its customers with solutions that can incorporate their own software and from different manufacturers. The maintenance service provided guarantees the correction of errors and bug fixes as well as their corresponding updates on existing versions that are made available to the software(s) / contracted / by the client.
These Maintenance services will be available during the subscription period that has been contracted and will consist of a Perfect or Corrective maintenance. Therefore, this service does not include Evolutionary Maintenance, which consists of functional or technical improvements or evolutions of the contracted software, and that the Client can contract if they wish by subscribing to our premium support and maintenance plan.
It is excluded from this service, therefore, the diagnosis and rectification of any error resulting from a direct or indirect error or omission of the Client, or from the use of the software in an environment for which it was not designed or was not authorized to use.
XIII-. PERSONAL DATA PROTECTION
Under the provisions of the General Data Protection Regulation (EU) 2016/679, of April 27, 2016 (“GDPR”), the processing of personal data necessary for the provision of contracted services will be carried out in accordance with the provisions of the Data Access Contract that is incorporated below, and the authorization for the transfer of personal data and information provided by the client in the attached form.